<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
HS RESOURCES, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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:
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<PAGE> 2
HS RESOURCES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 14, 1996
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of HS
Resources, Inc. ("HSR" or the "Company"), a Delaware corporation, will be held
on June 14, 1996, at 9:00 a.m., local time, at the Sheraton Palace Hotel, 2 New
Montgomery Street, San Francisco, California 94105, for the following purposes:
1. To elect two directors to serve until their successors are elected and
qualified.
2. To transact such other items of business as may properly come before the
meeting.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on May 8, 1996, are
entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof. The Company's stock transfer books will not be closed. A complete list
of the stockholders entitled to vote at the Annual Meeting will be open to the
examination of any stockholder, for any purpose germane to the Annual Meeting,
during ordinary business hours for a period of ten days prior to the date of the
Annual Meeting at the offices of the Company at One Maritime Plaza, 15th Floor,
San Francisco, California 94111, and at the time and place of the Annual
Meeting.
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO MARK,
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE. ANY STOCKHOLDER ATTENDING THE ANNUAL MEETING
MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY.
Sincerely,
JAMES M. PICCONE
Secretary
San Francisco, California
May 15, 1996
***************************************************************************
* *
* IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU *
* ARE REQUESTED TO COMPLETE AND PROMPTLY RETURN THE ENCLOSED *
* RED-STRIPED PROXY IN THE ENVELOPE PROVIDED. *
* *
***************************************************************************
<PAGE> 3
HS RESOURCES, INC.
PROXY STATEMENT FOR THE 1996 ANNUAL MEETING
OF STOCKHOLDERS
------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of HS Resources, Inc. ("HSR" or
the "Company") for use at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held on Friday, June 14, 1996, at 9:00 a.m., local time, or at
any adjournment thereof, for the purpose set forth herein and in the
accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will
be held at the Sheraton Palace Hotel, 2 New Montgomery Street, San Francisco,
California 94105. The Company's principal executive offices are located at One
Maritime Plaza, 15th Floor, San Francisco, California 94111. Its telephone
number is (415) 433-5795.
These proxy solicitation materials were first mailed on or about May 15,
1996, to all stockholders entitled to vote at the Annual Meeting.
RECORD DATE AND PRINCIPAL STOCKHOLDERS
Stockholders of record at the close of business on May 8, 1996, are
entitled to notice of and to vote at the Annual Meeting. At the record date,
10,948,680 shares of the Company's common stock (the "Common Stock") were issued
and outstanding. For information with respect to the holders of 5% or more of
the Company's Common Stock, see "Securities Ownership of Principal Stockholders
and Management."
REVOCABILITY OF PROXIES
At any time before its use, any proxy given pursuant to this solicitation
may be revoked by the person giving it by (i) delivering to the Secretary of the
Company a written notice of revocation or a duly executed Proxy bearing a later
date or (ii) attending the Annual Meeting and voting in person.
VOTING AND SOLICITATION
The presence, in person or by proxy, of the holders of at least a majority
of the outstanding shares of Common Stock is necessary to constitute a quorum at
the Annual Meeting. Each outstanding share of Common Stock entitles its holder
to one vote with respect to the matters set forth herein. The affirmative vote
of the holders of a plurality of the shares of Common Stock represented at the
Annual Meeting (not including abstentions and broker non-votes) is required for
the election of directors.
The solicitation of proxies is made by the Company and all related costs
will be borne by the Company. In addition, the Company may reimburse brokerage
firms and other persons representing beneficial owners of shares for their
expenses in forwarding solicitation material to such beneficial owners. Proxies
also may be solicited by certain of the Company's directors, officers and
regular employees, without additional compensation, personally or by telephone
or telegram.
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
The Company's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") provides for a Board of Directors (the "Board"),
the members of which serve staggered terms. There are currently five authorized
positions on the Board. Pursuant to the Certificate of Incorporation, the terms
of Board members constituting approximately one-third of the total Board
generally expire every year, and each director in a "class" of directors serves
for a term of three years, or until his or her successor has been duly elected
and qualified. Two directors are to be elected at the Annual Meeting to serve
until the 1999 Annual
<PAGE> 4
Meeting of Stockholders. Unless otherwise instructed, the proxyholders will vote
the proxies received by them for the Company's nominees, P. Michael Highum, who
is currently a Director and the President and was a founder of the Company, and
Michael J. Savage, who has been a Director since January 1996, and who is not an
employee of the Company. In the event that either Mr. Highum or Mr. Savage
should be unable or decline to serve as a director at the time of the Annual
Meeting, the proxies will be voted for any nominee who shall be designated by
the Chairman of the Board to fill the vacancy. The Company does not expect that
either Mr. Highum or Mr. Savage will be unable or will decline to serve as a
director. The Board of Directors recommends the election of Messrs. Highum and
Savage.
Information about Mr. Highum and Mr. Savage is set forth below:
<TABLE>
<CAPTION>
CAPACITIES IN WHICH SERVED WITH THE COMPANY DIRECTOR
NAME AGE AND/OR OTHER PRINCIPAL OCCUPATION SINCE
- ------------------------------ --- --------------------------------------------- --------
<S> <C> <C> <C>
P. Michael Highum............. 45 Director, President of the Company 1987
Michael J. Savage............. 61 Director, Managing Director of the San 1996
Francisco Opera
</TABLE>
P. Michael Highum is a founder of the Company and for the past eighteen
years has been employed exclusively in activities relating to the Company and
its oil and gas business. Mr. Highum is an attorney and, prior to founding the
Company, practiced with the San Francisco law firm of Pillsbury, Madison &
Sutro. He earned his undergraduate degree from the University of California at
Berkeley and his law degree from the University of California-Hastings College
of Law. He has served as a Director and as President of the Company since its
incorporation in 1987.
Michael J. Savage has been a Director of the Company since January 1996.
Mr. Savage has been the Managing Director of the San Francisco Opera since 1994.
He was the founder of Savage Petroleum Company and served as its President from
1988 to 1995. From 1983 to 1988, Mr. Savage served as President of Merlin
Petroleum, of which he was also the founder. From 1978 to 1982, he served as
President of Sohio Petroleum Company. Prior to 1978, he served as President of
BP Alaska, and in 1982 he was Director for Africa of BP in London, and also
served as personnel director for the BP Group. He received his undergraduate
degree in Business Management from the Manchester Business School in Manchester,
England, and his master's degree in Law and Economics from Cambridge University.
Mr. Savage serves on the Boards of Directors of the San Francisco Opera,
Woodward-Clyde Group, Inc. and the San Francisco Conservatory of Music.
There are currently no vacancies on the Company's Board.
Specific information about the other Board members and the Company's
officers is set forth below:
<TABLE>
<CAPTION>
CAPACITIES IN WHICH SERVED WITH THE CURRENT
COMPANY AND/OR OTHER PRINCIPAL DIRECTOR TERM
NAME AGE OCCUPATION SINCE EXPIRES
- ------------------------------ --- ----------------------------------- -------- -------
<S> <C> <C> <C> <C>
Nicholas J. Sutton............ 51 Chairman of the Board and Chief 1987 1997
Executive Officer
James E. Duffy................ 45 Director, Vice President -- Finance 1990 1998
and Chief Financial Officer
Kenneth A. Hersh.............. 33 Director, Limited Partner of the 1990 1997
General Partner of Natural Gas
Partners, L.P.
Theodore Gazulis.............. 41 Vice President -- Planning and N/A N/A
Analysis and Assistant Secretary
Dennis P. Holler.............. 48 Vice President -- Exploration N/A N/A
Ronald B. Jacobs.............. 47 Vice President -- Government and N/A N/A
Environmental Affairs and Assistant
Secretary
Annette Montoya............... 39 Vice President -- Accounting and N/A N/A
Controller
James M. Piccone.............. 46 Vice President -- General Counsel N/A N/A
and Secretary
</TABLE>
2
<PAGE> 5
Nicholas J. Sutton is a founder of the Company and has been employed
exclusively in activities relating to the Company and its oil and gas business
since 1978. Mr. Sutton is an attorney and practiced with the San Francisco law
firm of Pillsbury, Madison & Sutro before founding the Company. Prior to that
time, he served as a law clerk to the Chief Justice of the California Supreme
Court. He earned his law degree from the University of California-Hastings
College of Law, and his engineering undergraduate degree from Iowa State
University. Mr. Sutton is a graduate of the Harvard Business School's Executive
Education OPM Program, is a member of the Society of Petroleum Engineers and is
a Director of the Colorado Oil and Gas Association. He has served as Chairman of
the Board and as Chief Executive Officer of the Company since its incorporation
in 1987.
James E. Duffy has been a Director since 1990 and has been Vice
President -- Finance and Chief Financial Officer since April 1991. From 1987 to
1990, Mr. Duffy was Director of the Acquisition and Special Investments Group of
the investment firm of Feshbach Brothers. From 1985 to 1987, he was a general
partner of J.L. Feshbach & Co., an investment banking firm specializing in the
oil and gas business. Prior to that time, he was the Chief Financial Officer of
Hilliard Oil and Gas and was a director and co-founder of several affiliated
companies. Previously, he was a manager with Arthur Young & Co. Mr. Duffy earned
his undergraduate degree from San Jose State University.
Kenneth A. Hersh has been a Director of the Company since 1990. Mr. Hersh
has been a limited partner of the general partner of Natural Gas Partners, L.P.
("NGP") since 1989. Previously, he was employed by the investment banking
division of Morgan Stanley & Co. Incorporated, where he was a member of the
firm's energy group specializing in oil and gas financing and acquisition
transactions. Mr. Hersh also serves as a director of Tide West Oil Company, an
independent oil and gas company based in Tulsa, Oklahoma ("Tide West"). (The
Company has entered into an Agreement and Plan of Merger with Tide West (the
"Merger Agreement") which agreement is the subject of a separate Joint Proxy
Statement/Prospectus being simultaneously sent to the Company's stockholders.
See "Certain Transactions.") Mr. Hersh earned his MBA from the Stanford
University Graduate School of Business and his undergraduate degree from
Princeton University.
Theodore Gazulis has served in his current capacity since 1991 and has
primary responsibility for economic and project analyses, systems applications,
and planning functions. Prior to joining the Company in 1984, Mr. Gazulis was an
exploration economist for Sohio Petroleum Company where he evaluated exploration
plays, prospects and acquisitions and implemented computer financial and
economic models to facilitate such economic analysis. From 1978 to 1981, he
served in a similar capacity for Amoco Production Company. Mr. Gazulis received
an MBA from the University of California at Los Angeles and his undergraduate
degree from Stanford University. Mr. Gazulis is a member of the American
Association of Petroleum Geologists.
Dennis P. Holler has been an employee and member of the Company's
management team since 1990 and has served as Vice President -- Exploration since
1994. Mr. Holler has primary responsibility for the geotechnical aspects of the
Company's activities. Prior to joining HSR, he was Rocky Mountain area
exploration manager for Meridian Oil, Inc. From 1984 to 1986, he was division
manager for Conquest Exploration. Between 1975 and 1984, Mr. Holler was an
explorationist and exploration supervisor for Superior Oil Company. He earned
his undergraduate degree in geology from the University of Texas at Arlington
and his master's degree in geology from the University of Alabama. Mr. Holler is
a member of the American Association of Petroleum Geologists and the Society for
Sedimentary Geology.
Ronald B. Jacobs has been a member of the Company's management team since
1982 and was appointed Vice President -- Government and Environmental Affairs in
May of 1995. Prior to attending law school, Mr. Jacobs was the controller of the
equipment leasing subsidiary of a large conglomerate. Mr. Jacobs is responsible
for all of the Company's government and environmental affairs matters. Mr.
Jacobs is a member of the Board of Directors of the Rocky Mountain Oil and Gas
Association and Colorado Oil and Gas Association and co-chairs its legal,
legislative and regulatory committee. He has served by appointment on several
legislative committees in the state of Colorado. Mr. Jacobs earned his law
degree from the University of
3
<PAGE> 6
Mississippi, where he concentrated on oil and gas law, and his undergraduate
degree from Georgia State University.
Annette Montoya heads the Company's accounting staff and has served in her
current capacity since 1991. Prior to joining the Company in 1987, Ms. Montoya
was the accounting manager for MidCon Central Exploration Company. Prior to her
employment with MidCon Central, Ms. Montoya was an auditor with Price Waterhouse
& Co. Ms. Montoya earned her undergraduate degree from Regis College and is a
member of the Council of Petroleum Accountants Society.
James M. Piccone has served as the Company's Vice President, General
Counsel and Secretary since he joined the Company in May of 1995. From 1984 to
May of 1995, Mr. Piccone was a partner at the law firm of Davis, Graham & Stubbs
where he served in various capacities including head of the firm's Transactions
Department, and Practice Group Leader of the firm's Energy Group. From 1980
through 1984, he was an associate at the firm, and from 1978 to 1980 he was an
associate at the law firm of Kutak, Rock & Huie. Mr. Piccone earned his law
degree from the University of Colorado School of Law and his undergraduate
degree from the University of Colorado.
There is no family relationship between any director or executive officer
of the Company.
(References to certain officers' tenure and periods of service include
service with the Company's predecessors.)
REPORTS REQUIRED BY SECTION 16(A)
Section 16 of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent
(10%) of the Company's Common Stock, to file with the Securities and Exchange
Commission and any exchange on which the Company's stock is traded, reports of
ownership and changes in ownership of the Company's Common Stock.
Based solely on its review of Forms 3, 4 and 5 received by the Company and
written representations from certain reporting persons that no filings were
required for such persons, the Company believes that, during the fiscal year
ended December 31, 1995, all Section 16(a) filing requirements applicable to its
officers, directors and 10% shareholders were complied with, except for the
following: A timely Form 3 was not filed with respect to Mr. Piccone upon his
becoming an officer of the Company in May 1995. This omission was corrected by
the filing of a Form 3 in August 1995.
BOARD MEETINGS AND COMMITTEES
The Board held two meetings during 1995, and each director attended more
than 75% of the aggregate of all meetings of the Board and all meetings of
committees, if any, upon which such director served. The Board also took action
by written consent on thirteen occasions.
The Board has two standing committees, an Audit Committee and a
Compensation Committee. It does not have a nominating committee.
The Audit Committee recommends to the Board the engagement of an
independent public auditing firm, reviews the fees and the services provided,
including the scope of the audit coverage, and reviews the auditor's
independence from management. The Audit Committee confers with the independent
auditors and reviews the results of their audit. The Audit Committee reviews the
financial statements of the Company and related information, and monitors the
Company's internal accounting, auditing and financial reporting practices,
procedures and controls as it deems appropriate. The Audit Committee provides
assistance to the Board with respect to the corporate accounting and reporting
practices, and reports to the Board on Audit Committee activities. During 1995
the Audit Committee consisted of Mr. Hersh and held one meeting. Mr. Savage was
named to the Audit Committee when appointed to the Board in January 1996.
The Compensation Committee has oversight responsibility for the Company's
significant compensation policies and practices, including the scope and design
of the Company's compensation and benefit plans. The Compensation Committee
determines the nature and amount of compensation of executive officers of the
4
<PAGE> 7
Company who also are directors, and approves compensation of the other executive
officers based on recommendations of, and discussions with, management. The
Compensation Committee also is responsible for administering certain employee
benefit plans, including the amount and terms of stock options granted to
employees under the 1987 Stock Option Plan, as amended and restated November 18,
1992 (the "Employee Incentive Plan"). Members of the Compensation Committee are
not eligible to participate in any of the plans or programs they administer.
During 1995 the Compensation Committee consisted of Mr. Hersh. It held no formal
meetings during the year, and took written action on one occasion. Mr. Savage
was named to the Compensation Committee when appointed to the Board in January
1996.
COMPENSATION OF BOARD MEMBERS
During 1995, the Company's non-employee director was paid an annual
retainer of $10,000 in quarterly installments. He also was reimbursed for his
out-of-pocket expenses incurred in connection with his service on the Board.
In 1992, the Company implemented the 1992 Directors' Stock Option Plan (the
"1992 Directors' Plan"). The 1992 Directors' Plan provides that each
non-employee director shall receive an initial option to purchase 7,500 shares
of the Company's Common Stock upon the commencement of his or her tenure on the
Board, of which options to purchase 1,500 shares are immediately exercisable and
the remainder of which vest ratably on each of the four succeeding anniversaries
of the date of grant. In addition, the 1992 Directors' Plan provides that each
director shall receive an annual option grant to purchase 750 shares of the
Company's Common Stock on the date of the Board meeting closest in time to the
anniversary date of the director's commencement of service to the Board. The
annual option grants are exercisable in full immediately as of the date of their
grant. Options granted under the 1992 Directors' Plan generally have a term of
10 years; however, the term of any option granted under the 1992 Directors' Plan
terminates (i) 30 days following the termination of the director's status as a
director of the Company, or (ii) one year after the date of death or disability
of the director while he is serving as a director. Options granted under the
1992 Directors' Plan may not be assigned.
In October 1993, the Company's Board approved the 1993 Directors' Stock
Option Plan (the "1993 Directors' Plan"). The terms of the 1993 Directors' Plan
are substantially similar to the terms of the 1992 Directors' Plan except that
(i) the 1993 Directors' Plan permits the optionee-director to assign his or her
rights to receive options under the Plan and (ii) option grants following the
initial grant are in the amount of 1,500 shares and are granted biannually. This
Plan was adopted by the Board in consideration of those directors who are
subject to employment conditions and other policies which prohibit their
personal retention of options granted in connection with the services rendered
to the Board. A director may participate in the 1993 Directors' Plan only upon
waiver of his or her right to participate in the 1992 Directors' Plan. To date,
Mr. Hersh is the only participant under the 1993 Directors' Plan.
5
<PAGE> 8
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth for each of the three years ended December
31, 1995, the cash, bonus and other annual compensation received by the
Company's Chief Executive Officer and the other four most highly paid executive
officers during the 1995 fiscal year (each, a "Named Executive Officer"). The
Named Executive Officers received no long-term compensation awards in the form
of restricted stock awards, SAR awards, or payouts pursuant to any long-term
incentive plan during fiscal 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
---------------------
ANNUAL COMPENSATION SECURITIES UNDERLYING
NAME AND PRINCIPAL ----------------------- OPTIONS/SAR(S) ALL OTHER
POSITION YEAR SALARY($) BONUS($)(1) SHARES COMPENSATION($)(2)
- --------------------------------- ---- --------- ----------- --------------------- ------------------
<S> <C> <C> <C> <C> <C>
Nicholas J. Sutton............... 1995 225,000 0 0 4,620
Chairman of the Board and 1994 225,000 65,000 25,000 14,614
Chief Executive Officer 1993 223,616 65,000 0 21,006
P. Michael Highum................ 1995 225,000 0 0 4,620
Director, President 1994 225,000 65,000 25,000 14,614
1993 223,616 65,000 0 21,006
James E. Duffy................... 1995 175,000 0 0 4,620
Director, Vice
President -- Finance and Chief
Financial Officer 1994 175,000 47,500 0 14,614
1993 173,962 46,875 4,000 20,852
Ronald B. Jacobs................. 1995 130,000 0 0 4,620
Vice President -- Government 1994 129,808 25,000 0 14,614
and Environmental Affairs 1993 124,532 23,125 29,000 16,334
Dennis Holler(3)................. 1995 125,000 0 0 4,498
Vice President -- Exploration 1994 124,808 37,500 0 14,614
1993 N/A N/A N/A N/A
</TABLE>
- ---------------
(1) Includes certain amounts accrued during the year indicated and paid the
following year.
(2) Includes the amount of the Company's contribution pursuant to the Company's
401(k) Plan and amounts contributed by the Company pursuant to its Profit
Sharing Plan.
(3) Mr. Holler was first elected an officer of the Company in May 1994.
6
<PAGE> 9
OPTION GRANTS IN LAST FISCAL YEAR
There were no grants of stock options to the Named Executive Officers in
1995. See "Report of the Compensation Committee -- Components of Executive
Compensation -- Stock Option Plan."
The following table provides information on the exercisability of options
held by the Named Executive Officers and the value of such officers' unexercised
options at December 31, 1995. There were no option or SAR exercises during the
1995 fiscal year by the Named Executive Officers.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
SHARES AT FISCAL YEAR-END AT FISCAL YEAR-END(1)
ACQUIRED VALUE ----------------------------- ---------------------------------
NAME ON EXERCISE REALIZED $ EXERCISABLE UNEXERCISABLE EXERCISABLE $ UNEXERCISABLE $
- --------------------- ----------- ---------- ----------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Nicholas J. Sutton... 0 0 122,500 15,000 698,434 0
P. Michael Highum.... 0 0 122,500 15,000 698,434 0
James E. Duffy(2).... 0 0 71,500 9,000 251,063 34,875
Ronald B. Jacobs..... 0 0 77,635 10,000 380,649 8,750
Dennis Holler........ 0 0 34,000 0 29,750 0
</TABLE>
- ---------------
(1) Based on the fair market value of the Company's Common Stock at the close of
business on December 29, 1995 ($12.87 per share) minus the exercise price of
the options (or warrant).
(2) Includes an exercisable warrant to purchase 1,500 shares of Common Stock.
The Company has no defined benefit or actuarial plan under which benefits
are determined by final compensation and years of service. The Company has not,
during fiscal 1995, adjusted or amended the exercise price of stock options or
SARs previously awarded to any of the Named Executive Officers.
The Company did not make any awards pursuant to any long-term incentive
plans in 1995.
7
<PAGE> 10
PERFORMANCE GRAPH
Note: The stock price performance shown on the graph below is not
necessarily indicative of future stock price performance.
COMPARISON OF 56 MONTH CUMULATIVE TOTAL RETURN*
AMONG HS RESOURCES, INC., THE S&P 500 INDEX AND A PEER GROUP
FOR THE PERIOD BEGINNING WITH THE EFFECTIVE DATE OF THE COMPANY'S REGISTRATION
UNDER
SECTION 12(G) OF THE SECURITIES EXCHANGE ACT AND ENDING DECEMBER 31, 1995
<TABLE>
<CAPTION>
MEASUREMENT PERIOD HS RE-
(FISCAL YEAR COVERED) SOURCES, INC. PEER GROUP S&P 500
--------------------- ------------- ---------- -------
<S> <C> <C> <C>
4/17/91 100 100 100
12/91 100 89 109
12/92 161 115 118
12/93 235 157 129
12/94 197 138 131
12/95 144 164 180
</TABLE>
- ---------------
* $100 invested on 4/17/91 in stock or index -- including reinvestment of
dividend.
The Securities and Exchange Commission regulations require that the Company
provide a line graph comparing its cumulative total shareholder return with a
performance indicator of the overall or broad stock market and a comparison to
the Company's peers. The Company's stock is listed and began trading on the New
York Stock Exchange under the symbol "HSE" in 1994. Accordingly, the Company has
chosen to use the S&P 500 as the broad stock market indicator of stocks traded
on the same exchange. This comparison of cumulative total return assumes that
$100 was invested in Company Common Stock, peer group stock, or the index on
April 17, 1991, and includes reinvestment of dividends.
The peer group is made up of the companies for which public data is
available which comprise the John S. Herold, Inc. "Mid-size Domestic Exploration
and Production" peer group, as published in "Herold's Comparative Appraisal
Reports," dated January 27, 1993. John S. Herold, Inc. is an independent
research firm specializing in oil and gas company research. The companies
included in the peer group are: American Exploration Co., Berry Petroleum Co.,
Chieftain International Co., Devon Energy Corp., Forest Oil Corp.,
8
<PAGE> 11
Helmerich & Payne Inc., Howell Corp., HS Resources, Inc., Nuevo Energy Co.,
Parker & Parsley Petroleum, Pogo Producing Co., Presidio Oil Co., Seagull Energy
Corp., Snyder Oil Corp., Unit Corp., Vintage Petroleum, Inc., Wainoco Oil Corp.,
and Wiser Oil Co. In prior years, this group also included DEKALB Energy Company
and Plains Petroleum Co. However, for 1995, there is no public information
available for these companies; thus, they are not included.
The registration of the Company's Common Stock pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended, became effective in April 1991,
and the Securities and Exchange Commission regulations require that the
foregoing graph commence at that time. However, trading in the shares of the
Company's Common Stock was isolated and not meaningful until the Company's
public offering in November 1992, at which time the Common Stock began being
traded on the NASDAQ National Market System.
COMPENSATION COMMITTEE; INTERLOCKS AND INSIDER PARTICIPATION
Kenneth A. Hersh and Michael J. Savage, both non-employee directors,
constitute the Compensation Committee of the Board. Mr. Savage became a member
of the Compensation Committee on January 1, 1996. Prior to that time, the
Compensation Committee consisted only of Mr. Hersh. During 1995, neither of
these individuals was an officer or employee of the Company or any of its
subsidiaries, or formerly an officer of the Company or any of its subsidiaries.
During 1995, these directors had no interlocking relationships as defined by the
Securities and Exchange Commission. For a discussion of certain transactions of
the Company in which Mr. Hersh has an interest, see "Certain Transactions."
INDEMNIFICATION AGREEMENTS
The Company has entered into indemnification agreements with each of its
directors and officers, including the Named Executive Officers. Those agreements
require the Company to indemnify the directors and officers to the fullest
extent permitted by the Delaware General Corporation Law and to advance expenses
in connection with certain claims against directors and officers. The Company
expects to enter into similar agreements with persons selected to be directors
and officers in the future.
REPORT OF THE COMPENSATION COMMITTEE
The following is the Report of the Compensation Committee of the Company
describing the compensation policies and rationale with respect to compensation
paid to certain executive officers for the year ended December 31, 1995. The
information contained in the report shall not be deemed to be "soliciting
material" or to be "filed" with the Securities and Exchange Commission nor shall
such information be incorporated by reference into any future filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, except to the extent that the Company specifically incorporates it by
reference into such filing.
The Compensation Committee of the Board is comprised entirely of outside
directors. Through 1995, Mr. Hersh was the only outside director of the Company
and was the sole member of the Compensation Committee. Mr. Savage was appointed
to the Compensation Committee upon his commencement of service on the Board in
January 1996. The Compensation Committee is responsible for guiding and
overseeing policies concerning compensation and employee benefit matters,
determining the nature and amount of compensation for executive officers who
also are directors, approving the compensation of other executive officers, and
administering the Employee Incentive Plan.
COMPENSATION PHILOSOPHY
The Company's compensation policies are intended to align compensation with
business strategy, to create value for the stockholders, and to support a
performance-based culture throughout the Company.
9
<PAGE> 12
Consistent with the foregoing principles, the Compensation Committee's
compensation policies with respect to executive compensation are to:
- Tie total compensation to the performance of the Company,
particularly as compared to its peers and when viewed in light of
available opportunities and resources. Total executive compensation
should be directly linked to improvements in corporate performance
and increases in the primary determinants of stockholder value such
as production and cash flow.
- Inspire executive officers to work together as a team to pursue
Company goals.
- Establish a general corporate atmosphere that promotes an
entrepreneurial style of leadership.
- Have a significant portion of the executive officers' total
compensation "at risk" in the form of incentive compensation.
- Recognize individual initiative and achievement.
- Ensure compensation levels that are externally competitive and
internally equitable.
- Align the long-term interests of the executive officers with those
of the Company's stockholders through the use of stock options and
similar compensation plans.
- Provide a competitive total compensation package that enables the
Company to attract and retain key executives who are capable of
leading the Company in achieving its business objectives.
In early 1996, the Company retained an independent compensation consulting
firm to evaluate its existing compensation policies and procedures, and to
recommend changes which will assist the Company to meet the principles stated in
this Report. Thus, the policies and procedures described herein may be revised
in 1996 and from time to time thereafter.
COMPONENTS OF EXECUTIVE COMPENSATION
The Compensation Committee believes that the cash compensation of executive
officers, as well as other key employees, should be competitive with other
companies while being fair and discriminating within the Company on the basis of
personal performance. To assist in this determination, the Company has
participated in annual compensation surveys, prepared by independent
consultants, that provide comparative compensation data for participating
companies in the oil and gas industry. Guided by this survey, compensation
ranges are established and individual executive compensation is determined based
on an assessment of individual responsibility and performance. Participants in
this survey are not necessarily included in the indices that the Company uses in
its performance graph, but the Compensation Committee believes that such surveys
are the most cost effective available compensation data for executive talent.
The Compensation Committee also monitors industry conditions, changes in
regulations and tax laws and other developments which may, from time to time,
require modifications to the executive compensation program in order to ensure
that the program is properly structured to achieve its objectives.
There are three major components of the Company's executive total
compensation program: Base Salary, Annual Incentive Bonuses, and Long-Term
Incentives through such things as stock options. Executives, like all qualified
employees, are eligible to participate in the Company's 401(k) Plan and Profit
Sharing Plan as well as in certain other benefit plans such as the Company's
health and life insurance plans.
Base Salary: The Company believes it is essential to pay a competitive
salary in order to attract qualified individuals and to support the continuity
of management, consistent with the long-term nature of the oil and gas industry.
In assessing the appropriate salary level to be paid an executive, the
Compensation Committee evaluates data as to wages paid by comparable companies
to executives having substantially similar responsibilities, and establishes a
base salary range based on the comparative data. Although compensation survey
data generally is imprecise as to responsibilities, and transparent as to talent
and experience, the Compensation Committee may adjust the range after
subjectively considering the impact of such factors. Consideration also may be
given to Company and industry performance, to internal parity and to disparities
10
<PAGE> 13
related to geographic location and living cost. These factors also are
subjective, and no predetermined weighting of factors is applied. The
executive's annual salary then is targeted to a midpoint of the range identified
as appropriate in light of the foregoing factors.
Incentive Bonus: The purpose of the incentive bonus is to link annual
executive compensation to the Company's and to the individual's overall
performance. The policy is that if the performance of an individual and the
Company are in line with performance criteria, the bonus should be sufficiently
meaningful to increase the executive's total cash compensation to the upper end
of the range of total cash compensation paid to executives in the survey groups
described in the previous paragraph. The individual's performance is evaluated
relative to the prior year and to various objectives set forth in the annual
business plan, such as production levels, cash flow targets and successful
completion of major projects. These objectives are not specifically weighted in
evaluating whether to award an annual incentive bonus to an executive officer
because specific circumstances and the relative importance of any such
objectives may change with time, and the relative responsibilities of each
executive officer in the achievement of each objective may differ.
Stock Option Plan: The Company believes that each employee, particularly
those in management positions, should have interests aligned with those of the
stockholders. Such long-term incentive compensation also rewards long-term
commitment to the Company's growth. To achieve this objective, the Company has
granted options pursuant to the Employee Incentive Plan. The Employee Incentive
Plan allows for the granting of incentive stock options, nonstatutory stock
options, restricted stock and stock appreciation rights. There are 1,500,000
shares of Common Stock subject to the Employee Incentive Plan, and options for
736,937 shares are outstanding. To date, the Company has issued only stock
options, but it may issue other forms of incentive compensation under the plan
in the future. Incentive stock options are granted at the fair market value of
the common stock on the date of grant; non-statutory stock options are granted
at not less than 85% of the fair market value on the date of grant.
The Employee Incentive Plan is administered by the Compensation Committee.
Management is responsible for making periodic reviews and recommendations to the
Compensation Committee. The Compensation Committee acts as appropriate on
recommendations made pursuant to such periodic reviews. The size and terms of
awards are determined by the Compensation Committee at the time of grant.
401(k) and Profit Sharing Plans. Effective June 30, 1989, the Company
adopted two qualified defined contribution plans, the HS Resources, Inc.
Employee Investment 401(k) Plan (the "401(k) Plan") and the HS Resources, Inc.
Profit Sharing Plan (the "Profit Sharing Plan"). All full-time employees are
eligible to participate in both plans after one year of continuous service.
Under the 401(k) Plan, participants may make regular pretax contributions of up
to 10% of their compensation. The Company may, but is not obligated to make
matching contributions in an amount determined by the Board. All contributions
to the 401(k) Plan are vested 100%. Contributions to the Profit Sharing Plan are
made only by the Company in its sole discretion as may be determined by the
Board. Contributions to the Profit Sharing Plan are vested over five years to
all eligible employees. During 1995, the Company contributed $192,747 to the
401(k) Plan funded by 20,025 treasury shares of the Company's Common Stock. The
Company made no contribution to the Profit Sharing Plan in 1995.
Chief Executive Officer Compensation: The compensation of the Company's
Chief Executive Officer is determined in the same manner as the compensation for
other executive officers of the Company as described above. As a result, the
compensation of the Company's Chief Executive Officer is largely dependent upon
the overall performance of the Company as well as the compensation being paid by
other oil and gas companies to their chief executive officers.
Mr. Sutton, the Company's Chief Executive Officer, had an employment
agreement with the Company which provided for a minimum level of annual
compensation of $200,000. During 1993 the annual base salary was increased to
$225,000, which wage was continued during 1994 after the Committee evaluated the
factors enumerated above. Mr. Highum, the Company's President, had an employment
contract similar to that of Mr. Sutton and was awarded the same salary during
these periods. These employment agreements expired on December 31, 1995, and
they have not been extended or replaced because of the comprehensive
compensation
11
<PAGE> 14
study referred to above. However, it is anticipated that replacement employment
contracts will be entered into with Mr. Sutton and Mr. Highum by June 30, 1996.
During late 1994 and very early 1995, at the time when the Compensation
Committee would have normally reviewed executive compensation, the price being
paid for natural gas was significantly lower than during the prior years,
particularly in the Rocky Mountain region where the majority of the Company's
natural gas production is located. After evaluating the adverse financial
implications to the Company of such lower prices, management recommended to the
Compensation Committee that there be no increases in executive compensation for
1995 despite any determination that individual compensation levels might have
been below the competitive indicators. The Compensation Committee accepted that
recommendation.
Later in 1995, management further recommended that no bonuses be awarded at
year-end 1995 for activities conducted in 1995. This recommendation was based on
the financial ramifications of low product prices, and the associated decline in
the Company's stock price, rather than on an assessment of individual and
corporate performance more generally. The Compensation Committee noted that
management actively lowered costs and realigned staffing in the operating
environment brought on by lower prices, and that the Company increased
production by 1%, and reserves by 11%. On a per share basis, since 1993,
management increased reserves by 15%, and production by 42%. The Company also
continued its industry leading efficiencies, reporting lease operating expenses
of $1.95 per barrel of oil equivalent ("Boe") produced. The Company also
acquired properties in two separate transactions, at a reported finding cost of
$2.73 per Boe, and entered into a transaction which brought operational
diversification into the Gulf Coast region. Nonetheless, in recognition of the
alignment between incentive compensation and shareholder value, and the decline
in shareholder value over the past year, the Compensation Committee accepted
management's recommendation to withhold bonus awards for the period except in
one limited circumstance guided by contractual obligations (which circumstance
did not involve Mr. Sutton, Mr. Highum or a Named Executive Officer). Moreover,
the Compensation Committee awarded no stock options to Named Executive Officers
during 1995.
The Compensation Committee
Kenneth A. Hersh
12
<PAGE> 15
CERTAIN TRANSACTIONS
EMPLOYMENT CONTRACTS
Messrs. Sutton and Highum had employment contracts with the Company which
expired December 31, 1995. In view of the Company's plan to review all
compensation matters, these contracts have not yet been extended or replaced.
OTHER TRANSACTIONS WITH SECURITY HOLDERS
Chase. The Company is a party to a $125 million revolving term credit
facility (the "Bank Credit Agreement") with The Chase Manhattan Bank, N.A.
("Chase"), Wells Fargo Bank, N.A., Midland Bank, plc and Bank of Montreal
(collectively, the "Banks"). Under the terms of the Bank Credit Agreement, no
principal payments are required until April 1997, provided that the Company
maintains a borrowing base sufficient to support the outstanding loan balance.
Available borrowings under the Bank Credit Agreement are determined using a
borrowing base determined by the Banks and based on the underlying value of oil
and gas properties owned by the Company, its subsidiaries and certain affiliated
partnerships. At December 31, 1995, such borrowing base was determined to be
$110 million. At December 31, 1995, the Company had an outstanding balance of
$51 million under the Bank Credit Agreement. In 1995, the Company incurred
charges from Chase aggregating $100,000 for its annual engineering and loan
administration fees.
In March 1996, Chase facilitated a financing transaction (the "Chase Asset
Monetization Arrangement") whereby the Company closed the sale to an
unaffiliated third party of certain low-growth assets acquired from Basin
Exploration, Inc. (the "Initial Basin Acquisition"). Chase provided a credit
facility to the third party to finance its acquisition of such assets.
The Company is negotiating with Chase the terms of a new, unsecured
revolving credit facility of up to $375 million. The increased borrowing
capacity under the new Chase facility will enable the Company to fund its
ongoing operational and development activities and its cash requirements in
connection with (i) the Initial Basin Acquisition, (ii) the acquisition of
additional properties that the Company has agreed, subject to certain
conditions, to purchase from Basin (the "Second Basin Acquisition" and, together
with the Initial Basin Acquisition, the "Basin Acquisitions"), and (iii) the
Company's proposed merger with Tide West (the "Merger"), which Merger is
discussed below. The Company and Chase are currently soliciting the
participation of certain banks in the syndication of the facility.
Chase is an affiliate of Chase Manhattan Capital Corporation ("CMCC"). CMCC
owns 631,684 shares, or 5.77%, of the Company's Common Stock. See "Security
Ownership of Principal Stockholders and Management."
NGP. Mr. Hersh is a limited partner of the general partner of NGP. See
"Principal Stockholders." NGP has previously acted as a subordinated lender to
the Company. In consideration of such financing, NGP acquired, and currently
holds, two warrants to purchase an aggregate of 740,262 shares of Common Stock
at an exercise price of from $6.67 to $10.00 per share.
On February 25, 1996, the Company entered into the Merger Agreement.
Pursuant to the Merger Agreement, Tide West will be merged into and with a
wholly-owned subsidiary of the Company. The Merger is expected to be consummated
in June of 1996 following special shareholder meetings of the shareholders of
the Company and Tide West. NGP is Tide West's largest stockholder, owning
approximately 4,550,000 shares, or 46.49% of the outstanding common stock of
Tide West. Three representatives of NGP are current members of Tide West's Board
of Directors. The Company and NGP have entered into a voting agreement whereby
NGP has agreed to vote its shares in Tide West in favor of approval of the
Merger Agreement. In consideration of this agreement, HSR has agreed to take
such action as is required to appoint one NGP designee to the Company's Board
following consummation of the Merger. Mr. Hersh will not be considered to be the
NGP designee. The Company intends, following the consummation of the Merger, to
increase the number of authorized directors on the Board to six, and to appoint
the nominee of NGP to fill the vacancy so created.
13
<PAGE> 16
The Basin Acquisitions, the Chase Monetization Arrangement, the Merger
Agreement and their effects on the Company are discussed in greater detail in
the Joint Proxy Statement/Prospectus of the Company and Tide West distributed to
stockholders of the Company simultaneously with the circulation of this Proxy
Statement. A copy of the Joint Proxy Statement/Prospectus is available without
charge upon written request to Investor Relations, HS Resources, Inc., 1999
Broadway, Suite 3600, Denver, Colorado 80202.
FUTURE TRANSACTIONS
Any future transactions (including loans) between the Company and an
officer, director, principal stockholder or affiliate of the Company will be
approved by a majority of the directors disinterested in such transactions and
by a majority of the disinterested independent outside directors, each of which
shall have determined that the transaction is fair to the Company and its
stockholders and that the terms of such transaction are no less favorable to the
Company than could be obtained from unaffiliated parties.
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS
AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of May 8, 1996, by (i) each person
who is known by the Company to own beneficially 5% or more of the Common Stock,
(ii) each director of the Company, (iii) each Named Executive Officer, and (iv)
all directors and officers as a group. Unless otherwise indicated, all persons
listed below have sole voting power and investment power with respect to such
shares.
AMOUNT OF BENEFICIAL OWNERSHIP(1)
<TABLE>
<CAPTION>
PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES OF CLASS
------------------------------------ ---------------- --------
<S> <C> <C>
Nicholas J. Sutton(2)...................................... 773,798 6.99
One Maritime Plaza, 15th Floor
San Francisco, CA 94111
P. Michael Highum(3)....................................... 534,134 4.82
1999 Broadway, Suite 3600
Denver, CO 80202
Fidelity Mgmt. & Res. Corp................................. 1,089,300 9.95
P.O. Box 2164
Boston, MA 02106
Strong Capital Management, Inc............................. 969,800 8.86
100 Heritage Reserve
Menomonee Falls, WI
Trust Company of the West,................................. 778,206 7.11
in its capacities as Investment Manager pursuant to
Investment Management Agreement with General Mills, Inc.
and Custodian pursuant to a Custody Agreement dated
February 6, 1989, with General Mills, Inc. and State
Street Bank and Trust Company, as Trustee
865 S. Figueroa, Suite 1800
Los Angeles, CA 90017
Natural Gas Partners, L.P.(4).............................. 746,262 6.38
777 Main Street, Suite 2700
Fort Worth, TX 76102
T. Rowe Price Associates................................... 748,747 6.84
100 E. Pratt, 9th Floor
Baltimore, MD 21202
</TABLE>
14
<PAGE> 17
<TABLE>
<CAPTION>
PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES OF CLASS
------------------------------------ ---------------- --------
<S> <C> <C>
Chase Manhattan Capital Corporation........................ 631,684 5.77
One Chase Manhattan Plaza
New York, NY 10081
James E. Duffy(5).......................................... 81,936 *
Kenneth A. Hersh(6)........................................ 1,000 *
Michael J. Savage(7)....................................... 1,500 *
Ronald B. Jacobs(8)........................................ 92,648 *
Dennis Holler(9)........................................... 44,548 *
All Directors as a group (5 persons)(10)................... 1,392,368 12.35
All Directors and executive officers as a group (10
persons)(11)............................................. 1,654,394 14.38
</TABLE>
- ---------------
* Less than one percent of stock.
(1) Assumes exercise of all options and warrants exercisable within 60 days of
May 8, 1996, for the purchase of Common Stock with respect to such owner.
(2) Includes 122,500 shares purchasable within 60 days after May 8, 1996, upon
the exercise of stock options granted under the Employee Incentive Plan.
Includes 3,124 shares held by a reversionary trust of which Mr. Sutton was
the grantor and Mr. Sutton's wife is the trustee. Includes 6,045 shares
held by trusts for the benefit of children of Mr. Sutton and his wife of
which a third party is trustee and of which Mr. Sutton disclaims beneficial
ownership. Excludes 330 shares held by the children of Mr. Sutton of which
he disclaims beneficial ownership.
(3) Includes 122,500 shares purchasable within 60 days after May 8, 1996, upon
the exercise of stock options granted under the Employee Incentive Plan.
Also includes 1,500 shares held by Mr. Highum's wife.
(4) Includes 740,262 shares subject to issuance within 60 days after May 8,
1996, upon the exercise of warrants and 6,000 shares subject to issuance
upon the exercise of options granted under the 1993 Directors' Plan. GFW
Energy, L.P. ("GFW") is the general partner of NGP and may be deemed to be
the beneficial owner of such shares. R. Gamble Baldwin is the general
partner of GFW and may be deemed to be the beneficial owner of such shares.
(5) Includes 1,500 shares subject to issuance within 60 days after May 8, 1996,
upon the exercise of a warrant and 79,000 shares subject to issuance within
60 days after May 8, 1996, upon the exercise of stock options granted under
the Employee Incentive Plan.
(6) Mr. Hersh, a Director of the Company, disclaims beneficial ownership of any
shares subject to issuance upon exercise of warrants or options held by
NGP. Mr. Hersh is a limited partner of the general partner of NGP.
(7) Includes 1,500 shares purchasable within 60 days after May 8, 1996, upon
the exercise of stock options granted under the 1992 Directors' Plan.
(8) Includes 77,635 shares purchasable within 60 days after May 8, 1996, upon
the exercise of stock options granted under the Employee Incentive Plan.
(9) Includes 34,000 shares purchasable within 60 days after May 8, 1996, upon
the exercise of stock options granted under the Employee Incentive Plan.
(10) Reflects the information set forth in footnotes 2, 3, 5, 6, and 7 above.
(11) Reflects the information set forth in footnotes 2, 3, 5, 6, 7, 8, and 9
above.
15
<PAGE> 18
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals that stockholders of the Company would like to present at next
year's Annual Meeting must be received by the Company no later than January 16,
1997, in order that they may be included in the proxy statement and form of
proxy related to that meeting.
OTHER MATTERS
The Company knows of no other matters to be submitted at the Annual
Meeting. If any other matters properly come before the Annual Meeting, it is the
intention of the persons named in the enclosed form of Proxy to vote the shares
they represent as the Board may recommend.
FORM 10-K
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 1996, IS AVAILABLE WITHOUT
CHARGE UPON WRITTEN REQUEST TO INVESTOR RELATIONS, HS RESOURCES, INC., 1999
BROADWAY, SUITE 3600, DENVER, COLORADO 80202.
BY SIGNING AND RETURNING THE ENCLOSED PROXY, STOCKHOLDERS WILL BE ASSURED
OF REPRESENTATION AT THE ANNUAL MEETING IN CONNECTION WITH APPROVAL OF THE
MATTERS DISCUSSED HEREIN. EACH STOCKHOLDER SHOULD REVIEW, COMPLETE, EXECUTE,
DATE AND RETURN THE ENCLOSED PROXY TO THE COMPANY IN THE ENVELOPE PROVIDED AS
PROMPTLY AS POSSIBLE. THE BOARD APPRECIATES THE COOPERATION OF THE STOCKHOLDERS.
Dated: May 15, 1996
16
<PAGE> 19
HS RESOURCES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
JUNE 14, 1996
P
R THIS PROXY IS SOLICITED ON BEHALF OF HS RESOURCES, INC.'S BOARD Of DIRECTORS
O
X The undersigned hereby appoints P. Michael Highum, Nicholas J. Sutton
Y and James M. Piccone, and each of them, proxies for the undersigned, with
full power of substitution to vote all shares of HS Resources, Inc. Common
Stock which the undersigned may be entitled to vote at the Annual Meeting
of Stockholders of HS Resources, Inc., on Friday, June 14, 1996, at 9:00
A.M., or at any adjournment thereof, upon the matter set forth on the
reverse side and described in the accompanying Proxy Statement and upon
such other business as may properly come before the meeting or any
adjournment thereof.
- -------------------------------------
COMMENTS/ADDRESS CHANGE: PLEASE MARK PLEASE MARK THIS PROXY AS
COMMENT/ADDRESS BOX ON REVERSE SIDE INDICATED ON THE REVERSE SIDE TO
VOTE ON ANY ITEM. IF YOU WISH TO
VOTE IN ACCORDANCE WITH THE BOARD
OF DIRECTORS' RECOMMENDATIONS,
PLEASE SIGN THE REVERSE SIDE; NO
BOXES NEED TO BE CHECKED.
(Continued and to be signed on other side.)
<PAGE> 20
HS Resources, Inc.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/
The Board of Directors Recommends a Vote FOR Item 1.
<TABLE>
<S> <C> <C>
Item 1 -- ELECTION OF DIRECTORS For All I PLAN TO ATTEND MEETING / /
Nominees: P. Michael Highum For Withheld Except -----------------
Michael J. Savage / / / / / / Nominee Exception COMMENTS/ADDRESS CHANGE
Please mark this box if you have / /
written comments/address change
on the reverse side.
Receipt is hereby acknowledged of the
HS Resources, Inc. Notice of Annual
Meeting and Proxy Statement.
Dated:____________________________, 1996
________________________________________
Signature
________________________________________
NOTE: Please sign as name appears hereon.
Joint owners should each sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such.
</TABLE>
