SNYDER OIL CORPORATION
Notice of Annual Meeting of Stockholders
and Proxy Statement
April 14, 1994
IMPORTANT: IF YOU ARE UNABLE TO ATTEND THE MEETING IN PERSON, THE
ACCOMPANYING FORM OF PROXY SHOULD BE COMPLETED, SIGNED AND RETURNED
AT YOUR EARLIEST CONVENIENCE IN THE ENVELOPE PROVIDED FOR THAT
PURPOSE.<PAGE>
Snyder Oil Corporation
April 14, 1994
Dear Stockholder:
On behalf of the Board of Directors, it is our pleasure to
invite you to attend your 1994 Annual Meeting of Stockholders, which
will be held in Fort Worth, Texas, on Wednesday, May 18, 1994 at 9:00
a.m. Central Standard Time.
Details of the meeting are given in the enclosed Notice of the
Annual Meeting and Proxy Statement. During the meeting, we plan to
review the business and affairs of the Company and our plans for the
coming year.
Your representation and vote are important. We urge you to vote
your shares whether or not you plan to come to the Annual Meeting.
Please consider, complete, date, sign and return the enclosed proxy
card promptly to eliminate a costly follow-up mailing. You may
revoke your proxy prior to or at the meeting and still vote in person
if you so desire.
Sincerely,
/s/ John C. Snyder /s/ Thomas J. Edelman
John C. Snyder Thomas J. Edelman
Chairman President
777 Main Street Fort Worth, Texas 76102 817/338-4043<PAGE>
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To be Held on May 18, 1994
To the Stockholders of Snyder Oil Corporation:
The Annual Meeting of Stockholders of Snyder Oil Corporation
(the "Company") will be held at the Petroleum Club, 39th floor of the
Continental Plaza building, 777 Main Street, Fort Worth, Texas, on
Wednesday, May 18, 1994, at 9:00 a.m. local time. The list of
stockholders entitled to vote at the meeting will be open to the
examination of any stockholder during ordinary business hours for a
period of ten days prior to the Annual Meeting at the Company's
headquarters, 777 Main Street, Fort Worth, Texas. Such list will
also be produced at the time and place of the meeting and be kept
open during the meeting for the inspection by any stockholder who may
be present. The purposes for which the meeting is to be held are as
follows:
1. To elect a board of nine directors to serve for the ensuing
year.
2. To transact any other business which properly may be
brought before the Annual Meeting or any adjournment(s)
thereof.
Subject to the provisions of the By-laws of the Company,
registered stockholders as of April 6, 1994 (i) who are individuals
may attend and vote at the Annual Meeting in person or by proxy or
(ii) which are corporations may attend and vote at the Annual Meeting
by proxy or by a duly authorized representative.
Whether or not you plan to attend the Annual Meeting, please
date and sign the enclosed proxy and return it in the envelope
provided. Any person giving a proxy has the power to revoke it at
any time prior to its exercise and, if present at the Annual Meeting,
may withdraw it and vote in person. Attendance at the Annual Meeting
is limited to stockholders, their proxies and invited guests of the
Company.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Peter E. Lorenzen
Peter E. Lorenzen
Secretary
April 14, 1994
Fort Worth, Texas
SNYDER OIL CORPORATION
777 Main Street
Suite 2500
Fort Worth, Texas 76102
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 18, 1994
Introduction
The Board of Directors of Snyder Oil Corporation (the "Company")
is soliciting proxies to be voted at the Annual Meeting of
Stockholders to be held in Fort Worth, Texas on May 18, 1994 at 9:00
a.m., and at any adjournment thereof, for the purposes set forth in
the accompanying Notice of Annual Meeting of Stockholders. This
Proxy Statement and the enclosed proxy are first being mailed to
stockholders on or about April 14, 1994 in connection with this
solicitation.
Voting of Proxies
This proxy solicitation is intended to afford stockholders the
opportunity to vote on the election of directors and in respect of
such other matters, if any, as may be properly brought before the
Annual Meeting. The proxy permits stockholders to withhold voting
for any or all nominees for election as directors and to vote against
or abstain from voting on any other matter if the stockholder so
chooses.
At the close of business on April 6, 1994, the record date for
determining stockholders entitled to notice of and to vote at the
Annual Meeting, the Company had outstanding 23,327,530 common stock,
$.01 par value (the "Common Stock"). Each such share of Common Stock
is entitled to one vote at the Annual Meeting. A majority of such
outstanding shares of Common Stock is necessary to provide a quorum
at the Annual Meeting.
Any proxy given may be revoked either by a written notice duly
signed and delivered to the Secretary of the Company prior to the
exercise of the proxy, by execution of a subsequent proxy or by
voting in person at the Annual Meeting. Where a stockholder's proxy
specifies a choice with respect to a voting matter, the shares will
be voted accordingly. If no such specification is made, the shares
will be voted for the nominees for director identified herein.
Election of Directors
The By-laws of the Company (the "By-laws") and Delaware Law
provide that the directors be elected annually by a plurality of the
votes of the Common Stock present in person or represented by proxy
at the Annual Meeting and entitled to vote on the election of
Directors. A stockholder's abstention from voting will be counted in
determining whether such a plurality vote was cast only if such
stockholder is represented in person or by proxy at the Annual
Meeting. Abstentions by or on behalf of shareholders not so
represented and broker non-votes will be disregarded. The Board of
Directors has, by resolution, fixed the number of directors at nine.
Each nominee is presently serving as a director and has served as a
director of the Company or its predecessor for the period indicated
in his biography. The term of each director presently serving will
terminate at the Annual Meeting when the respective successor of each
is elected and qualified. Each nominee has consented to being named
in this Proxy Statement and to serve if elected. If any nominee
should for any reason become unavailable for election, proxies may be
voted with discretionary authority by the persons named therein for
any substitute designated by the Board.
The Board of Directors recommends that the stockholders vote FOR
the nominees listed below.
Nominees for Election at Annual Meeting:
Roger W. Brittain (57), director since 1983, is a director of
Guiness Mahon & Co. Limited ("GM&Co."), a London merchant bank. In
March 1990, he became the Managing Director of Guinness Mahon Energy
Services Limited, a subsidiary of GM&Co. formed to provide investment
banking and consultant services to the oil and gas industry. Mr.
Brittain was a founder and the Managing Director of Energy Management
and Finance Limited ("EMF"), a position he held from 1985 to
September 1989. EMF managed TR Energy Public Limited Company ("TR
Energy"), an investment company making oil and gas investments in the
United States. From 1980 through October 1989, Mr. Brittain was
first Managing Director and from mid-1987 an Executive Director of TR
Energy, an investment company making oil and gas investments in the
United States. From 1977 to 1980, Mr. Brittain was a director of
Shaw Wallace & Co. Ltd., Calcutta, India. From 1967 to 1977, he was
associated with Hill Samuel & Co. Ltd., William Brandts & Sons Ltd.
and Edward Bates and Sons Ltd., merchant banks in London. Prior to
that time, Mr. Brittain was with Her Majesty's Foreign Service. Mr.
Brittain was educated at Marlborough College and received his M.A.
Degree from Balliol College, Oxford. Mr. Brittain is a director of
The Exploration Company of Louisiana. Mr. Brittain serves as
Chairman of the Audit Committee and is a member of the Compensation
Committee.
Thomas J. Edelman (43), director and President, co-founded the
Company. Prior to 1981, he was a Vice President of The First Boston
Corporation. From 1975 through 1980, Mr. Edelman was with Lehman
Brothers Kuhn Loeb Incorporated. Mr. Edelman received his Bachelor
of Arts Degree from Princeton University and his Masters Degree in
Finance from the Harvard University Graduate School of Business
Administration. Mr. Edelman is a director of Command Petroleum
Holdings NL, an Australian affiliate of the Company. In addition,
Mr. Edelman serves as chairman of the board of directors of Lomak
Petroleum, Inc. as a director of Petroleum Heat & Power Co., Inc., a
Connecticut based fuel oil distributor, Wolverine Exploration Company
and Total Energy Services, Inc., an oilfield services company. Mr.
Edelman serves as Chairman of the Executive Committee.
John A. Fanning (54), director and Executive Vice President,
joined the Company in 1987 and has been a director since 1982.
Between 1985 and 1987, Mr. Fanning was a private investor. He was a
director, President and Chief Executive Officer of The Western
Company of North America, which provides drilling and technical
services to the oil industry, until 1985. Mr. Fanning joined The
Western Company in 1968 and served in various capacities including
Assistant to the President and Director of Planning, Division
Manager, President of Western Petroleum Services and Executive Vice
President. From 1965 through 1968, he was a Planning and Financial
Analyst with The Cabot Corporation. Mr. Fanning received his Bachelor
of Science Degree in Physics from Holy Cross College and his Masters
Degree in Industrial Management from Massachusetts Institute of
Technology. Mr. Fanning is a director of TNP Enterprises Inc, a
public utility holding company.
John A. Hill (52), director since 1981, is a Managing Director
of First Reserve Corporation, an oil and gas investment management
company. Prior to joining First Reserve, Mr. Hill was President,
Chief Executive Officer and Director of Marsh & McLennan Asset
Management Company, the money management subsidiary of Marsh &
McLennan Companies, Inc. From 1979 to 1980, Mr. Hill served as
President and Chief Executive Officer of Eberstadt Asset Management
Company, the asset management division of F. Eberstadt & Co., Inc.
Prior to 1976, Mr. Hill held several senior positions in the Federal
Government including Deputy Administrator of the Federal Energy
Administration from 1975 to 1976 and Deputy Associate Director of the
Office of Management and Budget from 1973 to 1974. Mr. Hill received
his Bachelors Degree in Economics from Southern Methodist University
and pursued graduate studies there as a Woodrow Wilson Fellow. Mr.
Hill is a trustee of the Putnam Funds in Boston and a director of
Maverick Tube Corporation, a supplier of tubular goods, and Total
Energy Services, Inc., an oilfield services company. Mr. Hill serves
on the Executive Committee.
B.J. Kellenberger (68), director since 1989, is the founder and
owner of Kelloil, Inc. and President and majority owner of Shenandoah
Oil, Inc. Each of these companies is engaged in exploration and
production of oil and natural gas and secondary recovery of oil. In
1965, he founded Shenandoah Oil Corporation and served as President,
Chief Executive Officer and Chairman of the Board until its voluntary
liquidation in 1979. Mr. Kellenberger is a director of The Jefferson
Energy Foundation and a trustee of the Cassata Learning Center. Mr.
Kellenberger serves on the Audit and Executive Committees.
John H. Lichtblau (72), director since 1982, is the Chairman of
Petroleum Industry Research Associates, Inc., a position he has held
since 1976. Mr. Lichtblau is also the Chairman of the Petroleum
Industry Research Foundation, Inc., a position he has held since 1961
after serving as an economist with such Foundation from 1955. Mr.
Lichtblau was an economic analyst for the National Industrial
Conference Board during 1953 and an economic analyst for the United
States Department of Labor from 1951 to 1953. Mr. Lichtblau is also
a private consultant in petroleum economics. Since 1968, he has been
a member of the National Petroleum Council, an advisory committee to
the U. S. Secretary of Energy. Mr. Lichtblau serves on the Audit
Committee.
James E. McCormick (66), director since 1992, served as
President, Chief Operating Officer and a director of Oryx Energy
Company from its inception in November 1988 until his retirement in
March 1992. Prior to his service with Oryx, Mr. McCormick served from
1953 in a number of positions with the Sun organization, most
recently serving as President, Chief Executive Officer and a director
of Sun Exploration and Production Company. Mr. McCormick serves as
a director of Lone Star Technologies, B. J. Services, Inc., an
oilfield service company, and Texas Commerce Bank. Mr. McCormick
serves on the Compensation Committee.
Alfred M. Micallef (51), director since 1989, was elected
President of JMK International, Inc. in 1974 and is currently its
sole shareholder and Chief Executive Officer. JMK International is
one of the world's largest producers of silicone rubber. Mr.
Micallef serves as Chairman of the Compensation Committee.
John C. Snyder (52), a director and Chairman, founded one of the
Company's predecessors in 1978. From 1973 to 1977, Mr. Snyder was an
independent oil operator in Texas and Oklahoma. Previously, he was
a director and the Executive Vice President of May Petroleum Inc.
where he served from 1971 to 1973. Mr. Snyder was the first
president of Canadian-American Resources Fund, Inc., which he founded
in 1969. From 1964 to 1966, Mr. Snyder was employed by Humble Oil and
Refining Company (currently Exxon Co., USA) as a petroleum engineer.
Mr. Snyder received his Bachelor of Science Degree in Petroleum
Engineering from the University of Oklahoma and his Masters Degree in
Business Administration from the Harvard University Graduate School
of Business Administration. Mr. Snyder is a director of the Forth
Worth Country Day School. Mr. Snyder serves on the Executive
Committee.
Board and Committee Meetings; Committees of the Board
The Board held a total of eleven meetings in 1993. In addition,
management confers frequently with its directors on an informal basis
to discuss Company affairs. Total attendance at meetings of the full
Board averaged approximately 89%.
The Board has established three committees to assist in the
discharge of its responsibilities. The committee membership of each
director is included with his biography.
Executive Committee. The Executive Committee may exercise many
of the powers of the Board in the management of the business and
affairs of the Company in the intervals between meetings of the
Board. Although the Committee has very broad powers, in practice it
meets only when it would be impractical to call a meeting of the
Board. The Executive Committee met once during 1993.
Audit Committee. The Audit Committee reviews the professional
services provided by the Company's independent public accountants and
the independence of such accountants from management of the Company.
This Committee also reviews the scope of the audit coverage, the
annual financial statements of the Company and such other matters
with respect to the accounting, auditing and financial reporting
practices and procedures of the Company as it may find appropriate or
as have been brought to its attention. The Audit Committee met twice
during 1993.
Compensation Committee. The Compensation Committee reviews and
approves executive salaries and administers bonus, incentive
compensation and stock option plans of the Company. This Committee
advises and consults with management regarding other benefits and
significant compensation policies and practices of the Company. This
Committee also considers nominations of candidates for corporate
officer positions. The Compensation Committee met six times during
1993.
In 1993 all directors attended more than 75% of the aggregate
number of meetings of the Board of Directors and Committees of the
Board on which they served, other than Mr. Micallef. Mr. Micallef
attended all six regularly scheduled meetings, and 12 of 17 total
meetings, of the Board of Directors and Committees of the Board on
which he served.
Director Compensation
Non-employee directors of the Company receive an annual
retainer, payable quarterly, of 2,000 shares of the Company's common
stock. In addition, non-employee directors receive $2,000 for
attendance at each Board of Directors meeting, and $750 for
attendance at each meeting of a committee of the Board of Directors,
in each case excluding telephone meetings. Non-employee directors
are also reimbursed for expenses incurred in attending Board of
Directors and committee meetings, including those for travel, food
and lodging. Directors and members of committees of the Board of
Directors who are employees of the Company or its affiliates are not
compensated for their Board of Directors and committee activities.
The Directors Stock Plan also provides that the Company will
automatically grant to each non-employee director, on the date of his
appointment, election, reappointment or reelection as a member of the
Board of Directors, a stock option for 2,500 shares of common stock.
The exercise price for all Director Options is the fair market value
on the date of grant. The duration of each option is five years from
the date of award, and each option vests as to 30% of the shares
covered after one year, an additional 30% of the shares after two
years, and all remaining shares three years after the date of grant.
Beneficial Ownership of Securities
The following table provides information as to the beneficial
ownership of common stock of the Company as of April 6, 1994, by each
person who, to the knowledge of the Company, beneficially owned 5% or
more of the common stock, each director of the Company and by all
executive officers and directors of the Company as a group. No
directors or executive officers of the Company beneficially owns any
equity securities of the Company other than common stock except one
officer who owns 500 shares of the Company's $6.00 Convertible
Exchangeable Preferred Stock. Based on reports filed under Sections
13(d) and 13(g) of the Securities Exchange Act of 1934, the Company
does not know of any person that owns beneficially 5% or more of the
Company's $4.00 Convertible Exchangeable Preferred Stock or $6.00
Convertible Exchangeable Preferred Stock. The business address of
each individual listed below is: c/o Snyder Oil Corporation, 777
Main Street, Fort Worth, Texas 76102.
<PAGE>
<TABLE>
<CAPTION>
Common Stock
Number of Percent of
Shares Class
Owner Owned (a)(b) Outstanding
<S> <C> <C>
John C. Snyder 1,880,380 8.0 %
Thomas J. Edelman 1,522,778 6.5
John A. Fanning 294,445 1.3
Roger W. Brittain 18,488 *
John A. Hill 91,454 *
B.J. Kellenberger 9,000 *
John H. Lichtblau 32,349 *
James E. McCormick 4,700 *
Alfred M. Micallef 7,250 *
All 19 executive officers
and directors as a group 4,195,875 17.5
Union Pacific Corp. (c) 2,000,000 7.9
FMR Corp. (d) 3,051,879 12.9
</TABLE>
* Less than 1%.
(a) The number of shares in the table includes 527,560 shares that
the named executive officers and directors and 722,374 shares
that all executive officers and directors as a group have the
right to acquire within 60 days after April 6, 1993 including
199,940 for Mr. Snyder, 187,620 for Mr. Edelman and 107,000 for
Mr. Fanning.
(b) Of the shares shown, beneficial ownership of 300,660 is
disclaimed by Mr. Snyder, 90,808 by Mr. Edelman and 397,129 by
all executive officers and directors as a group. To the
knowledge of the Company, each person holds sole investment and
voting power over the shares shown, except Mr. Snyder shares
such powers with respect to 660 shares, Mr. Edelman shares such
powers with respect to 58,160 shares, Mr. Hill shares
investment power with respect to 37,006 shares and all officers
and directors as a group share such powers with respect to
101,487 shares.
(c) Represents shares that may be purchased by Union Pacific
Resources Company, a subsidiary of Union Pacific Corp., upon
exercise of warrants. Such person's address is Martin Tower,
Eighth and Eaton Avenues, Bethlehem, Pennsylvania 18018.
(d) The number of shares reported is based on information set forth
in the Schedule 13G dated February 11, 1994 filed by FMR Corp.,
Edward C. Johnson 3d and Fidelity Management & Research Company
("Fidelity"); as reported therein, such shares are owned by
investment companies of which Fidelity is investment advisor
and institutional accounts for which a subsidiary of FMR Corp.
is investment manager. Such persons have sole power to dispose
or direct the disposition of 3,051,879 shares and sole power to
vote or direct the vote of 343,592 shares. The number of shares
reported includes 314,279 shares assumed to be issued upon
conversion of preferred stock.
Executive Officer Compensation
Shown below is information concerning the annual and long-term
compensation for services in all capacities to the Company for the
fiscal years ended December 31, 1993, 1992 and 1991 of those persons
who were at December 31, 1993 (i) the chief executive officer and
(ii) the other four most highly compensated executive officers of the
Company (the "Named Officers").
<TABLE>
<CAPTION>
Summary Compensation Table (a)
Long-Term Compensation
Annual Compensation
Stock
Option All
Name and Position Year Salary Bonus Awards Other
<S> <C> <C> <C> <C> <C>
John C. Snyder 1993 $352,489 $230,000 46,000 $28,600
Chairman and Chief 1992 345,000 225,000 46,000 26,522
Executive Officer 1991 341,668 225,000 46,000 25,378
Thomas J. Edelman 1993 327,498 230,000 43,000 28,600
President 1992 320,000 225,000 43,000 26,522
1991 316,660 225,000 43,000 25,378
John A. Fanning 1993 241,244 200,000 81,000 28,600
Executive Vice 1992 230,000 180,000 31,000 26,522
President 1991 227,500 140,000 31,000 25,378
Robert J. Clark 1993 150,251 65,000 11,600 17,075
Vice President, 1992 145,000 65,000 11,600 26,522
Gas Management 1991 143,667 60,000 11,600 20,426
Charles A. Brown 1993 142,000 100,000 32,000 300,957(c)
Vice President, 1992 112,000 65,500 9,000 20,275
Emerging Assets 1991 110,000 50,000 9,000 14,222
</TABLE>
(a) Excludes the cost to the Company of other compensation
that, with respect to any Named Officer, does not exceed
the lesser of $15,000 or 10% of the Named Officer's salary
and bonus.
(b) Represents amounts accrued for the fiscal year for the
Named Officers under the Company's Profit Sharing and
Savings Plan.
(c) Includes $285,000 payable in March 1998 if Mr. Brown
remains employed by the Company through that time under the
long term incentive and retention plan discussed under
"Certain Transactions and Relationships."
Stock Options
The Company's stock option plan, which is administered by
the Compensation Committee, provides for the granting of options to
purchase shares of common stock to key employees of the Company and
its affiliates and certain other persons who are not employees of the
Company or its affiliates, but who from time to time provide
substantial advice or other assistance or services to the Company or
its affiliates. The plan permits options to acquire up to three
million shares of common stock to be outstanding at any one time.
During 1993, options to purchase 469,600 shares of common stock were
granted to 71 employees at an average exercise price of $14.24 per
share. The exercise price of all such options was equal to the fair
market value of the common stock on the date of grant. All options
granted during 1993 were for a term of five years, with 30% of the
options becoming exercisable after one year, an additional 30%
becoming exercisable after two years and the remaining options
becoming exercisable after the three years, except for an option
granted to Mr. Brown to purchase 20,000 shares at a price of $14.25
which becomes exercisable five years from the date of grant and
expires seven years after grant trial date.
Shown below is information with respect to (a) options
granted during 1993 to the Named Officers and (b) options to purchase
common stock granted in 1993 and prior years under the Company's
stock option plans to the Named Officers and either exercised by them
during 1993 or held by them at December 31, 1993.
<TABLE>
<CAPTION>
Stock Option Grants
Percentage Potential Realizable Value
of Total at Assumed Annual Rates of
Options Grants in Exercise Expiration Stock Price Appreciation (a)
Name Granted Year Price Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
John C. Snyder 46,000 9.8% $13.00 2/22/98 $165,140 $365,240
Thomas J. Edelman 43,000 9.2% $13.00 2/22/98 $154,370 $341,420
John A. Fanning 81,000 17.2% $13.00 2/22/98 $290,790 $643,140
Robert J. Clark 11,600 2.4% $13.00 2/22/98 $41,644 $92,104
Charles A. Brown 12,000 2.6% $13.00 2/22/98 $40,926 $90,516
20,000 4.3% $14.25 3/16/00 $116,000 $270,400
</TABLE>
(a) The assumed annual rates of stock price appreciation used in
showing the potential realizable value of stock option grants
are prescribed by rules of the Securities and Exchange
Commission. The actual realized value of the options may be
significantly greater or less than the amounts shown. For
options granted to Mr. Snyder and other officers having an
exercise price of $13.00, the values shown for 5% and 10%
appreciation equate to a stock price of $16.59 and $20.94,
respectively, at the expiration date of the options.
<TABLE>
<CAPTION>
Stock Option Exercises and Year-End Values
Value of
Shares Number of Unexercised Unexercised In-the-Money
Acquired Options At Year-End Options at Year-End
on Value 1993 1993
Exercise Realized Exerciseable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
John C. Snyder 0 0 153,940 96,600 $1,974,229 $813,050
Thomas J. Edelman 0 0 144,620 90,300 1,854,987 760,025
John A. Fanning 0 0 61,000 115,100 765,407 785,425
Robert J. Clark 39,720 $451,213 19,720 24,360 228,649 205,030
Charles A. Brown 19,860 257,584 14,620 41,900 157,930 243,325
</TABLE>
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors has furnished
the following report on executive compensation:
The Compensation Committee of the Board of Directors establishes the
general compensation policies of the Company, establishes the
compensation plans and specific compensation levels for officers and
certain other managers and administers the Company's stock option
plan.
In establishing compensation policies, the Committee believes that
the cash compensation of executive officers, as well as other key
employees, should be competitive with other companies while, within
the Company, being fair and discriminating on the basis of personal
performance. Annual awards of stock options are intended both to
retain executives and to motivate them to improve long-term stock
market performance.
In establishing total cash compensation (base salary plus "expected
bonus") for its executives, the Company targets the median cash
compensation for competitors of executives having similar
responsibilities. Adjustments, in large part subjective, are made to
account for cases in which the responsibilities of company executives
differ from the responsibilities of executives of the companies
surveyed. Base salaries have historically been set below the median,
so that bonuses, which are primarily determined by individual
performance, will constitute a larger portion of cash compensation.
The Committee is advised annually by independent consultants as to
compensation levels of competitors, based on detailed data relating
to eight to ten companies believed to be in the Company's peer group
as well as the results of more general surveys. Guided by these
surveys, compensation ranges are established, and individual
executive compensation within these ranges is determined based upon
the individual's responsibilities and performance.
The base salary of Mr. Snyder was increased by $10,000, or
approximately 2.9%, in 1993. The amount of this increase was not
based on any particular measure of performance. Unless the Company's
performance or outlook indicates a lesser amount is appropriate,
officers' base salaries are increased annually in an aggregate amount
that approximates the cost-of-living and are allocated to individual
officers on the basis of merit, with Mr. Snyder generally receiving
an increase that is not more than the average officer increase.
Mr. Snyder's bonus is based primarily on Company performance. The
Committee has not established any particular formula or singled out
particular factors as more important as others. In determining Mr.
Snyder's bonus for 1993, the Committee considered the fact that 1993
constituted the seventh consecutive year in which the Company had
established records for virtually all financial parameters, including
revenues, cash flow and net income. In addition, the Committee
considered more subjective criteria, such as steps taken during 1993
to improve the Company's long-term prospects. The bonuses of other
executives are influenced by Company performance, but are determined
primarily based upon performance of the executive's duties and
success in attaining specific performance goals which are directed
toward improving Company performance. Mr. Edelman's bonus was based
on an evaluation of the success of particular projects initiated or
supervised by him as well as the Company's overall performance.
Stock options are granted annually to Mr. Snyder and other
executives and key employees to retain and motivate the grantees and
to improve long-term stock market performance. Options are granted
only at the prevailing market price and will have value only if the
price of the Company's common stock increases. Generally, options
have a term of five years and vest 30% after one year, an additional
30% after two years and are fully vested after three years; an
employee must be employed by the Company at the time of vesting in
order to exercise the options.
The Committee generally determines the number of options granted to
Mr. Snyder and to other executives and key employees based on a
formula under which the number of options granted is equal to a
percentage, which varies with the degree to which an individual's
responsibilities might affect the long-term price of the Company's
stock, of the individual's base salary. The Committee occasionally
grants additional options when the Committee believes additional
incentives are appropriate. During 1993, the Committee awarded
81,000 options to Mr. Fanning, of which 50,000 constituted a reward
for his outstanding efforts and success in the ongoing restructuring
of the Company's organization and reducing costs, at both management
and field levels and as an incentive to continue and expand that
work.
During 1993, the Committee approved a long term incentive and
retention plan for Charles A. Brown, Vice President - Emerging
Assets. Under this plan, the Company awarded Mr. Brown 20,000
options, all of which vest in March 1998 and expire in March 2000.
The Company awarded Mr. Brown a bonus of $285,000 in payable in March
1998 if he remains employed by the Company through that time. The
plan was adopted, in recognition of Mr. Brown's unique contributions
to the Company's growth and success, and to provide a long-term
incentive for Mr. Brown to remain with the Company and to continue
these contributions.
In aggregate, 40% of the Named Officers' cash compensation for 1993
is from incentive bonuses tied to Company and individual performance.
Mr. Snyder received 39.5% of his cash compensation from incentive
bonuses. When the potential future value of stock option grants are
included (assuming a 10% annual increase in the stock price), 68% of
the total compensation of the Named Officers and 63% of the total
compensation of Mr. Snyder are from incentives which are linked to
creation of shareholder value.
COMPENSATION COMMITTEE
Alfred M. Micallef, Chairman
Roger W. Brittain
James E. McCormick
Shareholder Return Performance Presentation
The Company's common stock began trading publicly on March 26, 1990.
Set forth below is a line graph comparing the percentage change in
the cumulative total shareholder return on the Company's common stock
against the total return of the Dow Jones Equity Market Index and the
Dow Jones Secondary Oils Index for the period from March 31, 1990 to
December 31, 1990 and the calendar years 1991 through 1993. The
graph assumes that the value of the investment in the Company's
common stock and each index was $100 on March 31, 1990 and that all
dividends were reinvested.
[Line graph showing the Company, Dow Jones Equity Market Index, and
Dow Jones Secondary Oils Index for March 30, 1990 and December 31,
1990-1993, including the following data points (rounded to the
nearest whole dollar):
3/30/90 12/31/90 12/31/91 12/31/92 12/31/93
Company $100 $64 $ 75 $124 $223
DJ Equity 100 99 128 143 157
DJ Secondary
Oils 100 85 81 84 94]
<PAGE>
Employment Agreements and Change in Control Arrangements
The Board of Directors has adopted a change in control protection
plan under which the Company is authorized to enter into agreements
with senior level employees (other than Messrs. Snyder and Edelman)
providing for twelve months' continuation of salary and benefits if,
within six months following a change of control of the Company, such
employee terminates his employment with the Company for good reason,
as defined, or is terminated by the Company other than for cause, as
defined. Such agreements also provide that the Company will take
such action as will be necessary to cause all stock options granted
to the employee to become immediately exercisable. The Company has
entered into such agreements with each of its officers other than
Messrs. Snyder and Edelman. Under the plan, all employees of the
Company not party to such agreements (other than Messrs. Snyder and
Edelman) who have completed one year of service with the Company
would be entitled to continuation of salary and benefits for a period
of three months after termination in similar circumstances. Other
than the foregoing, the Company has not entered into any employment
contracts with any of its officers.
Certain Transactions and Relationships
In 1988, the Company was instrumental in restructuring Lomak
Petroleum, Inc. ("Lomak"), a small Appalachian production and service
company. In the restructuring, SOCO received ownership of 75% of
Lomak's then outstanding common stock (approximately 2.2 million
shares after adjustment for a subsequent reverse split) for $10,000.
Shortly thereafter, SOCO sold almost half its Lomak shares to its
stockholders via a subscription at a nominal price. From 1988
through December 1992, Mr. Edelman served as chairman of the board
and chief executive officer of Lomak. At year-end 1992, Mr. Edelman
relinquished the position of chief executive officer. He continues
to serve as its chairman. Rodney L. Waller, an officer of the
Company, served as a director of Lomak from 1988 through September
1993.
In December 1992, Mr. Edelman purchased 223,251 shares of Lomak
common stock from the Company for $627,335, a price set at 75% of the
stock's then bid price. The Board of Directors approved the sale at
a meeting not attended by Mr. Edelman. The Board determined the
transaction was fair and in the Company's best interests after
considering a number of factors including the market for the shares,
the fact that the stock would remain restricted in the hands of a
purchaser for a minimum of two years, the lack of sizeable third
party buyers and the desirability of realizing a profit. At closing,
Mr. Edelman paid the Company approximately $50,000 in cash and
executed a note for the balance. The note, along with interest at
prime plus 1%, was paid in full within 90 days. As of March 31,
1994, the Company owned 456,772 shares of Lomak, representing
approximately 5.2% of its outstanding shares. Mr. Edelman owned
757,548 shares (including shares issuable upon conversion or exercise
of other Lomak securities) as of that date, or 8.6% of its
outstanding shares. Certain other directors and officers of the
Company own shares of Lomak, none of whom hold 1% of its stock.
From time to time the Company engages in transactions with Lomak.
During 1993, the Company sold minor assets to Lomak in two
transactions totalling approximately $300,000. Management believes
that the terms of these transactions were on arm's length terms and
that all transactions with Lomak have been in the best interest of
the Company.
In 1991, the Company loaned $800,000 to B. J. Kellenberger, a
director of the Company, for the purpose of enabling him to
repurchase on favorable terms certain outstanding indebtedness owned
by the Federal Deposit Insurance Corporation. The loan was secured
by all the stock of Kelloil, Inc., the corporation owning
substantially all Mr. Kellenberger's oil and gas properties, and was
evidenced by a $400,000 sinking fund note and a $400,000 convertible
note, each bearing interest at 12% per year until maturity in 1994.
Both notes were assumed by Kelloil, Inc. and were non-recourse to Mr.
Kellenberger. The highest principal balance of the loan during 1993
was $766,667. In July 1993, the loan was repaid in its entirety. In
return for allowing Kelloil to prepay the convertible note, Mr.
Kellenberger agreed to grant the Company an option through April 1995
to purchase a 20% interest in Kelloil for $200,000.
The Company's Board of Directors authorized the Company to make full
recourse loans available to officers and employees of the Company to
assist such persons in exercising employee stock options. Loans
under the program are secured by the stock purchased with the
proceeds thereof and are repayable immediately if the employee ceases
employment with the Company, unless otherwise permitted by the
Compensation Committee of the Board of Directors. Loans may not
exceed 100% of the exercise price of the shares acquired, less the
par value of the shares issued pursuant to the exercise of the
options, and generally are repayable over a term of six years, with
interest only paid during the first year and amortization and payment
of principal and interest over the remaining five years. In October
1992, a loan of $79,705 was made to Mr. Edelman in connection with
his exercise of options to acquire 26,480 shares at that time. The
entire amount of the loan was repaid in April 1993.
During 1993, the Company purchased from Edward T. Story, President
of SOCO International, the 10% of SOCO International held by him and
cancelled Mr. Story's option to purchase an additional 20% of the
company. The purchase price, approximately $28,000, was equal to the
cost of Mr. Story's investment in the Company. In connection with
the purchase, the Company granted Mr. Story an option to purchase 10%
of the then outstanding shares of SOCO International, which is
financed primarily by Company loans, through April 1998 for $600,000.
The option price is subject to adjustment in certain circumstances.
In March 1993, the Compensation Committee of the Board of Directors
approved a long term incentive and retention plan for Charles A.
Brown, Vice President - Emerging Assets, in recognition of Mr.
Brown's unique contributions to the Company's growth and success and
in order to provide a long-term incentive for Mr. Brown to remain
with the Company and to continue these contributions. Under this
plan, the Company awarded Mr. Brown 20,000 options, all of which vest
in March 1998 and expire in March 2000. The Company also agreed to
pay Mr. Brown a bonus of $285,000 in March 1998 if he remains
employed by the Company through that time. If Mr. Brown's employment
is terminated prior to March 1998 as the result of his death or
disability or by the Company without cause (as defined), a portion of
the options will become vested and a portion of the bonus will be
payable based on the length of time Mr. Brown remains with the
Company after March 1993.
Effective April 1, 1993 William C. Melnar, former Senior Vice
President - Production of the Company left the Company as the result
of a Company-wide restructuring. Pursuant to Mr. Melnar's severance
agreement, the Company paid Mr. Melnar $125,000, $100,000 of which
was paid in January 1994, and accelerated to April 1, 1993 the
vesting of 13,860 employee stock options previously granted to Mr.
Melnar at an exercise price of $6.00 per share.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
executive officers, directors and persons who beneficially own more
than ten percent of the Company's stock to file initial reports of
ownership and reports of changes of ownership with the Securities and
Exchange Commission and the New York Stock Exchange. Copies of such
reports are required to be furnished to the Company.
Based solely on a review of such forms furnished to the Company and
certain written representations from the executive officers and
directors, the Company believes that all Section 16(a) filing
requirements applicable to its executive officers, directors and
greater than 10% beneficial owners were complied with on a timely
basis, except that a purchase of 200 shares of common stock for the
account of Diana Ten Eyck, Vice President - Investor Relations,
shortly after she joined the Company was reported two weeks after the
day the report was required to be filed.
Other Business
The Board does not know of any business to be presented for
consideration at the Annual Meeting other than as stated in the
Notice. It is intended, however, that the persons authorized under
the accompanying proxy will, in the absence of instructions to the
contrary, vote or act in accordance with their judgment with respect
to any other proposal properly presented for action at such meeting.
Submission of Proposals by Stockholders
In order to be eligible for inclusion in the Company's proxy
statement for the 1995 Annual Meeting of Stockholders, any proposal
of a stockholder must be received by the Company at its principal
executive office in Fort Worth, Texas by December 18, 1994.
Relationship with Independent Auditors
Arthur Andersen & Co. is the principal accountant selected by the
Company. Representatives of such firm are expected to be present at
the Annual Meeting, with the opportunity to make a statement if they
desire to do so, and will be available to respond to appropriate
questions.
Annual Report and Form 10-K
The 1993 Annual Report of the Company for the fiscal year ended
December 31, 1993, including audited financial statements, is being
forwarded to each stockholder of record as of April 6, 1994, together
with this Proxy Statement.
A copy of the Company's annual report on Form 10-K for 1993, as
filed with the Securities and Exchange Commission, will be furnished
without charge to stockholders on request to:
Snyder Oil Corporation
777 Main Street
Fort Worth, Texas 76102
Attention: Investor Relations
Other Matters
The accompanying form of proxy has been prepared at the direction of
the Company, of which you are a stockholder, and is sent to you at
the request of the Board of Directors. The proxies named therein
have been designated by your Board of Directors.
The Board of Directors of the Company urges you, even if you
presently plan to attend the meeting in person, to execute the
enclosed proxy and mail it as indicated immediately. You may revoke
your proxy and vote in person if you are in fact able to attend.
SNYDER OIL CORPORATION
By Order of the Board of Directors
/s/ Peter E. Lorenzen
Peter E. Lorenzen
Secretary
Fort Worth, Texas
April 14, 1994
P SNYDER OIL CORPORATION
R
O PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
X THE COMPANY FOR THE ANNUAL MEETING MAY 18, 1994
Y
The undersigned hereby constitutes and appoints Peter E.
Lorenzen, Rodney L. Waller and Richard A. Wollin, and each of
them, his true and lawful agents and proxies with full power of
substitution in each, to represent the undersigned
at the annual meeting of stockholders of
Snyder Oil Corporation to be held May 18, 1994,
and at any adjournments thereof, on all matters coming
before said meeting.
Election of Directors, Nominees:
Roger W. Brittain, Thomas J. Edelman
John A Fanning, John A. Hill,
B.J. Kellenberger, John H. Lichtblau,
James E. McCormick, Alfred M. Micallef
and John C. Snyder
(change of Address)
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card.)
You are encouraged to specify your choice by
marking the appropriate boxes, SEE REVERSE
SIDE, but you need not mark any boxes if you wish to
vote in accordance with the Board of Directors'
recommendations. The Proxies cannot vote
your shares unless you sign and return this
Card. If no indications is made, proxies
will be voted FOR the proposal
/SEE REVERSE SIDE/
/x/ Please mark your SHARES IN YOUR NAME
votes as in this
example
FOR WITHHELD
1. Election of / / / /
Directors
(see reverse)
For, except vote withheld from the following nominee(s)
Change
of / /
Address
Attend / /
Meeting
SIGNATURE(S) DATE
SIGNATURE(S) DATE
NOTE: Please sign exactly as name appears hereon.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
