SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Filed by 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 14a-11(c) or Rule 14a-12
GULFPORT ENERGY CORPORATION
(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ X / No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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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. Identity the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.
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3) Filing party:
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4) Date filed:
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*Set forth the amount on which the filing fee is calculated and state how
it was determined.
GULFPORT ENERGY CORPORATION
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 26, 1998
TO THE STOCKHOLDERS:
You are cordially invited to attend a Special Meeting of Stockholders
of Gulfport Energy Corporation (the "Company") to be held at the offices of
the Company, 6703 Waterford Blvd., Suite 100 Oklahoma City, Oklahoma 73118,
at 3:00 p.m., Central Daylight Savings Time, on Monday, October 26, 1998,
1998 (the "Special Meeting"), for the purpose of amending the Company's
Restated Certificate of Incorporation to increase the number of authorized
shares of Common Stock, $0.01 par value per share, from 50,000,000 to
250,000,000, and to transact such other business as may properly come
before the Special Meeting or any adjournment or postponement thereof.
Information regarding the matters to be acted upon at the Special
Meeting is contained in the accompanying Proxy Statement.
As explained in the accompanying Proxy Statement, the Company also
intends to solicit written consents from stockholders to approve the
Proposed Amendment. The Special Meeting will only be held if the Company
has not previously received written consents from the holders of a
majority of the outstanding shares of Common Stock approving the Proposed
Amendment. If the Proposed Amendment is approved by written consent of the
stockholders, the Company will notify the stockholders of such approval.
The close of business on September 17, 1998 has been fixed as the
record date for the determination of stockholders entitled to notice of and
to vote at the Special Meeting or any adjournment or postponement thereof.
We hope that you plan to attend the Special Meeting. However, if you
are not able to join us, we urge you to exercise your right as a
stockholder and vote. Please promptly sign, date and return the enclosed
proxy card in the accompanying postage prepaid envelope. You may, of
course, attend the Special Meeting and vote in person even if you have
previously mailed your proxy card.
Very truly yours,
Mark Liddell
President
Oklahoma City, Oklahoma
October 5, 1998
GULFPORT ENERGY CORPORATION
6307 WATERFORD BLVD., SUITE 100
OKLAHOMA CITY, OKLAHOMA 73118
PROXY STATEMENT
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INTRODUCTION
This Proxy Statement is furnished to the holders (the "Stockholders")
of Common Stock, par value $.01 per share (the "Common Stock"), of Gulfport
Energy Corporation, a Delaware corporation (the "Company"), in connection
with the solicitation by and on behalf of its Board of Directors (the
"Board") of proxies (a "Proxy" or "Proxies") for use at a Special Meeting
of Stockholders to be held at the offices of the Company, 6307 Waterford
Blvd., Suite 100 Oklahoma City, Oklahoma 73118, on Monday, October 26,
1998, at 3:00 p.m., Central Daylight Savings Time (the "Special Meeting"), and
at any adjournment or postponement thereof, for the purpose of amending the
Company's Restated Certificate of Incorporation to increase the number of
authorized shares of Common Stock from 50,000,000 to 250,000,000 (the
"Proposed Amendment"). The Company will bear the cost of preparing,
assembling and mailing the Notice of Special Meeting of Stockholders, this
Proxy Statement and Proxies. The Company will also reimburse brokers who
are holders of record of Common Stock for their expenses in forwarding
Proxies and Proxy soliciting material to the beneficial owners of such
Common Stock. In addition to the use of the mails, Proxies may be solicited
without extra compensation by directors, officers and employees of the
Company by telephone, telecopy or personal interview. The approximate
mailing date of this Proxy Statement is October 5, 1998.
Although the Company has prepared this Proxy Statement to solicit
Proxies for use at the Special Meeting, it also intends to solicit written
consents from certain stockholders to approve the Proposed Amendment. The
Special Meeting will only be held if the Company has not previously
received written consents from the holders of a majority of the outstanding
shares of Common Stock approving the Proposed Amendment.
If the Proposed Amendment is approved by written consent of the
stockholders, the Company will notify the stockholders of such approval,
and this Proxy Statement as so supplemented will constitute the Information
Statement with respect to the Proposed Amendment.
VOTING
If the enclosed Proxy is properly executed and returned, Common Stock
represented thereby will be voted and if a choice is specified in the
Proxy, the Common Stock represented thereby will be voted in accordance
with the specifications so made.
A Proxy may be revoked by a Stockholder at any time before its
exercise by filing with Ronald D. Youtsey, the Secretary of the Company, at
the address set forth above, an instrument of revocation or a duly executed
Proxy bearing a later date, or by attendance at the Special Meeting and
electing to vote in person. Attendance at the Special Meeting will not, in
and of itself, constitute revocation of a Proxy. The close of business on
September 17, 1998 has been fixed by the Board as the record date (the
"Record Date") for the determination of Stockholders entitled to notice of,
and to vote at, the Special Meeting and any adjournment or postponement
thereof.
As of the Record Date, there were 22,076,315 shares of Common Stock
outstanding. A majority of the Common Stock entitled to vote, represented
in person or by proxy, is required to constitute a quorum for the
transaction of business. Proxies submitted which contain abstentions or
broker non-votes will be deemed present at the Special Meeting for
determining the presence of a quorum. The affirmative vote of the majority
of the outstanding Common Stock is necessary to approve the Proposed
Amendment. Abstentions will have the same effect as a vote against a
proposal.
Brokers who hold shares in street name for customers are required to
vote those shares in accordance with instructions received from the
beneficial owners. Under applicable Delaware law, broker non-votes will
have no effect on any of the proposals.
All shares represented by properly executed proxies, unless such
proxies previously have been revoked, will be voted at the Special Meeting
in accordance with the directions on the proxies. IF NO DIRECTION IS
INDICATED, THE SHARES WILL BE VOTED (i) FOR AN AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION INCREASING THE COMPANY'S AUTHORIZED SHARES OF
COMMON STOCK; AND (ii) TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING.
The enclosed Proxy, even though executed and returned, may be revoked
at any time prior to the voting of the Proxy by one of the following
methods: (a) execution and submission of a revised Proxy; (b) written
notice to the Secretary of the Company; or (c) voting in person at the
Meeting.
APPROVAL OF AN INCREASE IN AUTHORIZED COMMON STOCK
At a special meeting held on September 23, 1998, the Board of the Company
approved, declared it advisable and in the best interest of the Company and
its stockholders, and voted to recommend to the stockholders that the number
of authorized shares of Common Stock of the Company be increased by amending
(1) the first paragraph of Article Four of the Certificate of
Incorporation to read in its entirety as follows:
"The Corporation is hereby authorized to issue a total of two
hundred fifty-one million (251,000,000) shares of capital stock
which shall be subdivided into classes as follows:";
(2) the first sentence of subparagraph (a) of Article 4 to read in
its entirety as follows:
"Two hundred fifty million (250,000,000) shares of the
Corporation's capital stock shall be denominated as Common Stock,
have a par value of $0.01 per share, and have the rights, powers
and preferences set forth in this paragraph."
The Proposed Amendment will increase the authorized number of shares
of the Company from 51,000,000 to 251,000,000, and the authorized number of
shares of Common Stock from 50,000,000 to 250,000,000. If the Proposed
Amendment is adopted, it is anticipated that it will be filed with the
Secretary of State of Delaware and become effective shortly after the
Special Meeting of Stockholders.
At September 1, 1998, the Company had outstanding 22,076,315 shares of
Common Stock. In addition, the Company has proposed an offering to its
existing stockholders of nontransferable rights (the "Rights Offering") to
purchase up to approximately 100,000,000 shares of Common Stock at a
subscription price of $0.10 per share, resulting in gross proceeds to the
Company of up to approximately $10.0 million. The Company also has reserved
for issuance (i) at least 15,000,000 shares of Common Stock that could be
issued, in the event the Rights Offering is not completed, upon the
conversion of outstanding indebtedness and (ii) a currently indeterminate
number of shares of Common Stock equal to two (2) percent of the Company's
outstanding Common Stock on a fully diluted basis after giving effect to
the Rights Offering which shares are issuable upon exercise of warrants
granted to ING (US) Capital Corporation, the Company's primary lender, in
connection with an amendment to the Company's credit agreement. The
authorization of an additional 200,000,000 shares of Common Stock as
contemplated by the Proposed Amendment would give the Board the express
authority, without further action of the Company's stockholders, to issue
such shares of Common Stock and such other shares of Common Stock from time
to time as the Board deems necessary or advisable.
The Board believes that having the additional shares authorized and
available for issuance will also allow the Company to have greater
flexibility in considering potential future actions involving the issuance
of stock which may be desirable or necessary to accommodate the Company's
business plan, including acquisitions and capital raising transactions. In
addition, the Board believes it is necessary to have the ability to issue
such additional shares for general corporate purposes.
In any case, the additional shares of Common Stock would be available
for issuance by the Board without future action by the stockholders, unless
such action were specifically required by applicable law or rules of any
stock exchange on which the Company's securities may be traded.
Although the proposed increase in the authorized capital stock of the
Company could be construed as having anti-takeover effects, neither the
Board nor the Company's management views this proposal in that perspective.
Nevertheless, the Company could use the additional shares to frustrate
persons seeking to effect a takeover or otherwise gain control of the
Company by, for example, privately placing shares to purchasers who might
side with the Board in opposing a hostile takeover bid. The Company is not
aware of any such hostile takeover bid at this time. Shares of Common Stock
could also be issued to a holder that would thereafter have sufficient
voting power to assure that any proposal to amend or repeal the Company's
By-Laws or certain provisions of the Company's Certificate of Incorporation
would not receive the requisite vote required. Such uses of the Common
Stock could render more difficult or discourage an attempt to acquire
control of the Company, if such transactions were opposed by the Board.
Further, in the absence of a proportionate increase in the Company's
earnings and book value, an increase in the aggregate number of outstanding
shares of Common Stock would dilute the earnings per share and book value
per share of all outstanding shares of the Company's Common Stock. The
foregoing factors, if reflected in the price per share of Common Stock,
could adversely affect the realizable value of a stockholder's investment
in the Company.
The affirmative vote of a majority of all shares of the Company's
Common Stock outstanding on the Record Date is required for approval of the
Proposed Amendment.
THE BOARD RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND THE COMPANY'S
CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 50,000,000 SHARES TO 250,000,000 SHARES.
STOCK OWNERSHIP
The following table sets forth certain information concerning the
beneficial ownership of the Common Stock as of September 1, 1998, by (i) each
director, (ii) the named executive officers, (iii) each stockholder known
by the Company to own beneficially five percent or more of the outstanding
shares of the Common Stock and (iv) all executive officers and directors of
the Company as a group.
BENEFICIARY OWNERSHIP
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NAME AND ADDRESS OF BENEFICIARY OWNER(1) SHARES PERCENTAGE(2)
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Charles E. Davidson (3)
411 West Putnam Avenue
Greenwich, Connecticut 06830 8,538,629 38.7%
CD Holding Company LLC (4)
411 West Putnam Avenue
Greenwich, Connecticut 06830 6,226,937 28.2%
Wexford Management, LLC (5)
411 West Putnam Avenue
Greenwich, Connecticut 06830 2,311,692 10.5%
Mark Liddell(6)
6307 Waterford Blvd., Suite 100
Oklahoma City, Oklahoma 73112 1,062,618 4.8%
Mike Liddell(7)
6307 Waterford Blvd., Suite 100
Oklahoma City, Oklahoma 73112 1,076,647 4.9%
The Equitable Companies Incorporated
1290 Avenue of the Americas
New York, New York 10104 2,212,077 9.8%
Ronald D. Youtsey 208 *
Robert E. Brooks * *
David L. Houston * *
All directors and executive officers
as a group (6 individuals) 10,678,102 48.4%
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* Less than one percent.
(1) Unless otherwise indicated, each person or group has sole voting and
investment power with respect to all listed shares.
(2) Each listed person's percentage ownership is determined by assuming
that options, warrants and other convertible securities that one held
for such person and that are exercisable or convertible within 60 days
have been exercised.
(3) Includes 2,311,692 shares of Common Stock held of record by the
investment funds specified in note 5 below and 6,226,937 shares of
Common Stock of record by CD Holding Company LLC ("CD Holding"). Mr.
Davidson is the Chairman and controlling member of Wexford Management,
L.L.C. and President and sole shareholder of CD Holding. Mr. Davidson
disclaims beneficial ownership of the 2,311,692 Shares owned by
Wexford Management, LLC.
(4) Charles E. Davidson is the President and sole stockholder of CD
Holding.
(5) Includes shares of Common Stock held of record by the following seven
investment funds that are affiliated with Wexford Management, LLC:
Wexford Special Situations 1996, L.P.; Wexford Special Situations
1996 Institutional, L.P.; Wexford Special Situations 1996, Limited;
Wexford-Euris Special Situations 1996, L.P.; Wexford Spectrum Investors
LLC; Wexford Capital Partners II, L.P.; and Wexford Overseas Partners I,
L.P.
(6) Comprised of the shares of Common Stock held of record by Liddell
Holdings, LLC. Mr. Liddell is the sole member of Liddell Holdings, LLC.
(7) Comprised of the shares of Common Stock held of record by Liddell
Investments, LLC. Mr. Liddell is the sole member of Liddell
Investments, LLC.
OTHER MATTERS
The Board of Directors is not aware of any matters not set forth
herein that may come before the Special Meeting. If, however, further
business properly comes before the Special Meeting, the persons named in
the proxies will vote the Shares represented thereby in accordance with
their judgment.
By Order of the Board of Directors,
Mark Liddell
President
September 24, 1998
REVOCABLE PROXY
GULFPORT ENERGY CORPORATION
SPECIAL MEETING OF STOCKHOLDERS
OCTOBER 26, 1998
This Proxy Is Being Solicited On Behalf Of The Board Of Directors
The undersigned stockholder of Gulfport Energy Corporation (the
"Company") hereby appoints Mike Liddell and Mark Liddell, or either of
them, attorneys and proxies of the undersigned, with full power of
substitution and with authority in each of them to act in the absence of
the other, to vote and act for the undersigned at the Special Meeting of
Stockholders of the Company to be held on Monday, October 26, 1998
at 3:00 p.m. (Central Time) , at the offices of the Company, 6307 Waterford
Blvd., Suite 100 Oklahoma City, Oklahoma 73118 and at any adjournments
thereof, in respect of all shares of the Common Stock of the Company which
the undersigned may be entitled to vote, on the following matter:
Approval of an amendment to the Company's Certificate of Incorporation
increasing the number of authorized shares of Common Stock from 50,000,000
to 250,000,000:
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
THE BOARD RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND THE COMPANY'S
CERTIFICATE OF INCORPORATION.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. HOWEVER, IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR THE PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE
OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 50,000,000 TO 250,000,000.
The undersigned hereby acknowledges prior receipt of a copy of the
Notice of Special Meeting of Stockholders and Proxy Statement dated
October 5, 1998, and hereby revokes any proxy or proxies heretofore
given. This Proxy may be revoked at any time before it is voted by
delivering to the Secretary of the Company either a written revocation of
proxy or a duly executed proxy bearing a later date, or by appearing at the
Special Meeting and voting in person.
If you receive more than one proxy card, please sign and return all
cards in the accompanying envelope.
[ ] I PLAN TO ATTEND THE OCTOBER 26, 1998 SPECIAL STOCKHOLDERS MEETING.
[ ] I DO NOT PLAN TO ATTEND THE OCTOBER 26, 1998 SPECIAL STOCKHOLDERS
MEETING.
DATE: ________________, 1998
______________________________
Signature of Stockholder or
Authorized Representative
Please date and sign exactly
as name appears hereon. Each
executor, administrator,
trustee, guardian,
attorney-in-fact and other
fiduciary should sign and
indicate his or her full title.
In the case of stock
ownership in the name of two
or more persons, both persons
should sign.
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY TO ENSURE
A QUORUM AT THE MEETING. DELAY IN RETURNING YOUR PROXY MAY SUBJECT THE
COMPANY TO ADDITIONAL EXPENSE.
[ALTERNATIVE TRANSMITTAL LETTER ASSUMING
WRITTEN CONSENTS ARE RECEIVED]
GULFPORT ENERGY CORPORATION
NOTICE OF EVENT
TO THE STOCKHOLDERS:
This Information Statement has been mailed on ___________, 1998
to the stockholders of record on September 17, 1998 of Gulfport
Energy Corporation (the "Company"), a Delaware corporation, in
connection with the proposed action to be taken by the Company
pursuant to the written consents, dated ____________, 1998, of
holders of a majority of the Company's outstanding Common Stock.
The action to be taken pursuant to the written consents shall be
taken on ______________, 1998. The Company's principal executive
offices are located at 6307 Waterford Blvd., Suite 100, Oklahoma
City, Oklahoma 73118.
The Company has received written consents authorizing an amendment to
the Company's Restated Certificate of Incorporation to effect an increase
in the number of authorized shares of Common Stock, $0.01 par value per
share, from 50,000,000 to 250,000,000 (the "Proposed Amendment"). As a
result of the approval of the Proposed Amendment by written consents, there
will not be a special meeting to vote on the Proposed Amendment.
Accordingly, the special meeting of stockholders of the Company
contemplated by the attached Information Statement has been cancelled.
Notwithstanding any references to a possible special meeting of the
stockholders of the Company or to the possible solicitation of proxies, WE
ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS; NO
STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
The attached Proxy Statement will constitute the Information Statement with
respect to the Proposed Amendment. All references to the term "Proxy
Statement" shall be deemed to refer to the "Information Statement."
Under Section 228 of the General Corporation Law of the State of
Delaware, any action requiring the consent of the stockholders at an annual
or special meeting of the Company's stockholders may be taken without a
meeting, without prior notice, and without a vote, if a consent or consents
in writing, setting forth the action to be taken (i) shall be signed by the
holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted; and
(ii) shall be delivered to the Company.
As required by Section 228 of the General Corporation Law of the State
of Delaware, this letter also constitutes notice to the Company's
stockholders of approval of the Proposed Amendment by written consent. The
corporate action described in this Information Statement will not afford to
stockholders the opportunity to dissent from the action described herein
and to receive an agreed or judicially appraised value for their shares.
Very truly yours,
Mark Liddell
President
Oklahoma City, Oklahoma
_____________, 1998
