<PAGE>
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 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 (S) 240.14a-11(c) or (S) 240.14a-12
The Home-Stake Oil & Gas Company
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the Appropriate box):
|X| No fee required.
|_| 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:..............................................N/A
2) Aggregate number of securities to which
transaction applies:..............................................N/A
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):...............................................N/A
4) Proposed maximum aggregate value of transaction:..................N/A
5) Total fee paid:...................................................N/A
|_| 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 registrant statement number, or
the form or schedule and the date of its filing.
1) Amount previously paid:...........................................N/A
2) Form, Schedule or Registration Statement No.......................N/A
3) Filing party:.....................................................N/A
4) Date filed:.......................................................N/A
<PAGE>
THE HOME-STAKE
OIL & GAS COMPANY
Notice of
1997
Annual Meeting
and Proxy Statement
YOUR VOTE IS IMPORTANT!
PLEASE PROMPTLY MARK, SIGN, DATE AND RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE.
<PAGE>
Table of Contents
Page
Notice of Annual Meeting.............................................. 1
Proxy Statement....................................................... 2
Introduction..................................................... 2
Matters to be Considered and Vote Required....................... 2
Revocability of Proxy............................................ 2
Specifications by a Stockholder.................................. 2
Election of Directors............................................ 2
Nominees..................................................... 3
Continuing Directors......................................... 3
Principal Stockholders and Security Ownership
of Management .............................................. 4
Principal Stockholders and Security Ownership of HSRC ........... 5
Executive Officers of the Company..................................... 6
Executive Compensation................................................ 7
Certain Relationships and Related Transactions........................ 8
Information Concerning the Board of Directors and
Committees Thereof............................................... 9
Section 16(a) Beneficial Ownership Reporting Compliance............... 9
Voting Securities..................................................... 9
Independent Auditors.................................................. 10
Submission of Stockholder Proposals................................... 10
Proxy Solicitation.................................................... 10
Financial Statements.................................................. 10
Other Matters......................................................... 10
<PAGE>
THE HOME-STAKE OIL & GAS COMPANY
15 East 5th Street, Suite 2800
Tulsa, Oklahoma 74103
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 19, 1997
To the Stockholders of The Home-Stake Oil & Gas Company:
The Annual Meeting of the Stockholders of The Home-Stake Oil & Gas Company,
an Oklahoma corporation (the "Company"), will be held in the offices of the
Company at 15 East 5th Street, Suite 2800, Tulsa, Oklahoma on Monday, May 19,
1997 at 9:00 a.m. for the following purposes:
(1) The election of two Directors to serve for the ensuing three-year term
ending in 2000 or until their respective successors are duly elected
and qualified; and
(2) To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
Only stockholders of record at the close of business on April 11, 1997, are
entitled to notice of and to vote at the Annual Meeting and at any adjournments
thereof.
All stockholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend, WE URGE YOU TO SIGN, DATE AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE AS PROMPTLY AS POSSIBLE.
If you attend the meeting, you may revoke your proxy and vote your shares in
person.
If your shares are held of record by a broker, bank or other nominee and
you wish to attend the meeting, you should obtain a letter from the broker, bank
or other nominee confirming your beneficial ownership of the shares and bring it
to the meeting. In order to vote your shares which are held of record by another
person at the meeting, you must obtain from the record holder a proxy issued in
your name.
By Order of the Board of Directors,
Chris K. Corcoran
Secretary
Tulsa, Oklahoma
April 18, 1997
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THE HOME-STAKE OIL & GAS COMPANY
15 East 5th St., Suite 2800
Tulsa, Oklahoma 74103
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 19, 1997
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of Management and the Board of Directors of The
Home-Stake Oil & Gas Company, an Oklahoma corporation (the "Company"), for use
at the Annual Meeting of the Stockholders of the Company to be held in the
offices of the Company at 15 East 5th Street, Suite 2800, Tulsa, Oklahoma on
Monday, May 19, 1997, commencing at 9:00 o'clock a.m., and at any and all
adjournments or postponements thereof. This Proxy Statement is first being
mailed to stockholders on or about April 18, 1997.
MATTERS TO BE CONSIDERED AND VOTE REQUIRED
Management and the Board of Directors intend to present for consideration
at the Annual Meeting the following matters:
(1) The election of two Directors to serve for the ensuing three-year term
ending in 2000 or until their successors are duly elected and
qualified; and
(2) To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
The presence in person or by proxy of the holders of a majority of the
Company's outstanding shares of Common Stock will constitute a quorum. Votes
withheld from nominees for directors, abstentions and broker non-votes are
counted for purposes of determining the presence or absence of a quorum for the
transaction of business. The affirmative vote of a plurality of the Common Stock
of the Company represented at the meeting (either in person or by proxy) is
required to elect Directors. Abstentions from voting will be included for
purposes of determining whether the requisite number of affirmative votes are
received on any matters submitted to the stockholders for a vote. Therefore, an
abstention will have the same effect as a vote against that matter. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter.
Accordingly, a broker non-vote will have no effect on the election of Directors.
REVOCABILITY OF PROXY
A stockholder giving a proxy has the power to revoke it at any time prior
to its exercise at the Annual Meeting. A proxy may be revoked by delivering to
the Secretary of the Company a written revocation of the proxy, by submitting a
later dated proxy or by attending the Annual Meeting and electing to vote in
person.
SPECIFICATIONS BY A STOCKHOLDER
Properly executed proxies in the accompanying form which are given to the
Secretary of the Company before the Annual Meeting and not revoked will be voted
in accordance with the directions and specifications contained therein or, if no
specifications are made, proxies will be voted FOR each of Management's nominees
to the Board of Directors set forth herein, and in the discretion of the proxy
holder as to any other business which comes before the meeting.
ELECTION OF DIRECTORS
The Certificate of Incorporation and the By-Laws of the Company currently
provide for the election of seven Directors to constitute the Board of Directors
and stagger the terms of the Directors into three classes with each Director to
serve a term of three years following his election. Each of the Directors of the
Company also serves on the Board of Directors of The Home-Stake Royalty
Corporation ("HSRC"), an affiliate of the Company. Directors are elected at each
Annual Meeting of Stockholders. The two current Directors whose terms expire on
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the date of the Annual Meeting, Joseph J. McCain, Jr. and Robert C. Simpson,
have been nominated by the Board of Directors to continue to serve as members of
the Board. L. W. Allegood, Chris K. Corcoran, Larry F. Grindstaff, Ronald O.
Gutman, and I. Wistar Morris, III, whose terms have not yet expired, will
continue to serve as Directors. Certain relevant information regarding the two
nominees and the continuing Directors is set forth below.
Each nominee named in the preceding paragraph has consented to serve as a
Director. While it is not anticipated that any such nominees will be unable to
serve, if any nominee should be unable to act as a Director, the persons named
in the accompanying form of proxy may, unless authority to do so is withheld,
vote for any additional nominee proposed by the Board of Directors. Unless
authority to do so is withheld, the persons named in the accompanying form of
proxy will vote the shares represented thereby FOR the following nominees:
NOMINEES:
Name Age Business Experience Expiration
of Term
Joseph J. McCain, Jr. 55 Mr. McCain was a partner in the law firm 2000
of Conner & Winters of Tulsa, Oklahoma
from 1974 to 1991, and has been a
stockholder in the law firm of Conner &
Winters, A Professional Corporation, of
Tulsa, Oklahoma since 1991. Mr. McCain
has served as a Director of the Company
and of HSRC since 1982.
Robert C. Simpson 55 Mr. Simpson serves as the Chairman of 2000
the Board, Chief Executive Officer,
President and Treasurer of the Company.
Mr. Simpson joined the Company in 1976,
was elected Vice President in 1977, and
served as Executive Vice President from
1980 until his election as President in
1984. He became Chief Executive Officer
and Treasurer of the Company on January
1, 1990 and Chairman of the Board in
1992. He has served as a Director of the
Company and of HSRC since 1975.
A brief description of the business experience of each continuing director
is provided below:
CONTINUING DIRECTORS:
Name Age Business Experience Expiration
of Term
L. W. Allegood 68 Mr. Allegood has served as a Director of 1998
the Company since 1990. Mr. Allegood is
President, General Manager, Director and
the principal shareholder of KSLO
Broadcasting Co., Inc. of Opelousas,
Louisiana, a radio broadcasting company.
He has been with KSLO since 1952. Mr.
Allegood has also served as a Director
of HSRC since 1990.
Larry F. Grindstaff 53 Mr. Grindstaff has served as President 1998
of Grindstaff's, Inc. since 1971.
Grindstaff's, Inc. owns a chain of
dry-cleaning establishments in Tulsa,
Oklahoma. He is also involved in real
estate and equipment leasing. He was a
Director of the Company and HSRC from
February, 1987 until June, 1990 and was
re-elected to the Boards of both
Companies in 1994 to fill a vacated
position.
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Name Age Business Experience Expiration
of Term
Chris K. Corcoran 45 Mr. Corcoran, a Certified Public 1999
Accountant, was elected as a Director of
the Company in 1992. Mr. Corcoran joined
the Company in 1981 as Manager of
Finance. In 1988 he was elected Vice
President and Chief Financial Officer
and in 1989 he also assumed the duties
of Corporate Secretary. In 1993 he was
promoted to Executive Vice President.
Prior to joining the Company, he was
employed as an audit manager for Arthur
Young & Company (now Ernst & Young LLP),
an independent accounting firm, where he
dealt primarily with clients in the oil
and gas industry. Mr. Corcoran has also
been a Director of HSRC since 1992.
Ronald O. Gutman 58 Mr. Gutman has served as a Director of 1999
the Company since February 1993. Prior
to his retirement in early 1994, he
served as a Vice President in the
Equities Division of Goldman, Sachs &
Co., an investment banking firm, in its
Chicago, Illinois office. Mr. Gutman has
also served as a Director of HSRC since
February, 1993.
I. Wistar Morris, III 54 Mr. Morris was elected a Director of the 1999
Company in April, 1996 to fill a vacated
position. Since 1986, he has been
President and Chairman of Morris
Investment Management Company, a private
investment company in West Conshohocken,
Pennsylvania. Mr. Morris has also served
as a Director of HSRC since April, 1996.
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of April 11, 1997,
relating to the beneficial ownership of the Company's common stock, par value
$20 per share (the "Common Stock"), by (i) any person known to the Company to
own beneficially 5% or more of the outstanding shares of Common Stock, (ii) each
Director and nominee for Director of the Company, (iii) each of the executive
officers named in the Executive Compensation Table below, and (iv) all current
executive officers and Directors of the Company as a group. Except as otherwise
indicated, each of the persons named below is believed by the Company to be the
direct owner and to possess sole voting and investment power with respect to the
shares of Common Stock beneficially owned by such person.
Number Percentage
Name of Owner or Identity of Group of Shares of Shares
- ---------------------------------- --------- ---------
L. W. Allegood 1,859 (1) 2.1
Chris K. Corcoran 5 (1) *
Larry F. Grindstaff 18 (1)(2) *
Ronald O. Gutman 696 (1)(2) *
Joseph J. McCain, Jr. 77 (1)(2) *
I. Wistar Morris, III 5,009 (1)(3) 5.6
Robert C. Simpson 2,581 (1)(4) 2.9
Howard E. Gray 2 *
The Home-Stake Royalty Corporation (5) 30,337 33.9
Helen G. Trippet (6) 8,500 9.5
All executive officers and Directors
as a group (10 persons) 40,590 (7) 45.4
- ---------------------------------------------------------------------------
* Less than one percent.
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(1) Excludes 30,337 shares owned by HSRC which such person shares investment
and voting power with respect thereto with the Directors of HSRC.
(2) Includes 1 share owned by each respective Director's wife.
(3) Includes 2,909 shares owned by Mr. Morris' wife.
(4) Includes 575 shares owned by Mr. Simpson's wife and 836 shares held by Mr.
Simpson's dependent children.
(5) The stockholder's address is 15 East 5th Street, Suite 2800, Tulsa,
Oklahoma 74103. The Directors of HSRC each share investment and voting
power with respect to the shares beneficially owned by HSRC. See the table
below for certain information concerning the principal stockholders and
security ownership of management of HSRC.
(6) The stockholder's address is 4632 South Victor, Tulsa, Oklahoma 74105.
(7) Includes 10,253 shares owned by all executive officers and Directors of the
Company as a group and 30,337 shares held of record by HSRC and
beneficially owned by the Directors of HSRC, who are also the Directors of
the Company as a group.
Principal Stockholders and Security Ownership of HSRC
The following table sets forth certain information as of April 11, 1997,
relating to the beneficial ownership of HSRC's Common stock, par value $40 per
share (the "Common Stock"), by (i) any person known to HSRC to own beneficially
5% or more of the outstanding shares of Common Stock, (ii) each Director and
nominee for Director of HSRC, (iii) each of the executive officers named in the
Executive Compensation Table in HSRC's Proxy Statement dated April 18, 1997, and
(iv) all current executive officers and Directors of HSRC as a group. Except as
otherwise indicated, each of the persons named below is believed by HSRC to be
the direct owner and to possess sole voting and investment power with respect to
the shares of Common Stock beneficially owned by such person.
Number Percentage
Name of Owner or Identity of Group of Shares of Shares
- ---------------------------------- --------- ---------
L. W. Allegood 2,267 (1) 3.2
Chris K. Corcoran 10 (1) *
Larry F. Grindstaff 37 (1) *
Ronald O. Gutman 1,118 (1) 1.6
Joseph J. McCain, Jr. 44 (1) *
I. Wistar Morris, III 9,338 (1)(2) 13.4
Robert C. Simpson 1,696 (1)(3) 2.4
Howard E. Gray 2 *
The Home-Stake Oil & Gas Company (4) 13,456 19.3
Helen G. Trippet (5) 5,003 7.2
All executive officers and Directors
as a group (10 persons) 27,989 (6) 40.0
- ----------------------------------------------------------------------------
* Less than one percent.
(1) Excludes 13,456 shares owned by HSOG which such person shares investment
and voting power with respect thereto with the Directors of HSOG.
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(2) Includes 2,796 shares owned by Mr. Morris' wife, 3 shares held by or for
Mr. Morris' children and 250 shares over which Mr. Morris maintains
discretionary authority.
(3) Includes 635 shares owned by Mr. Simpson's wife and 540 shares held by Mr.
Simpson's dependent children.
(4) The stockholder's address is 15 East 5th Street, Suite 2800, Tulsa,
Oklahoma 74103. The Directors of the Company each share investment and
voting power with respect to the shares beneficially owned by the Company.
See the previous table reflecting the principal stockholders and security
ownership of management of the Company.
(5) The stockholder's address is 4632 South Victor, Tulsa, Oklahoma 74105.
(6) Includes 14,533 shares owned by all executive officers and Directors of
HSRC as a group and 13,456 shares held of record by the Company and
beneficially owned by the Directors of the Company, who are also the
Directors of HSRC, as a group.
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth certain information regarding the executive
officers of the Company. Officers are elected annually by the Board of Directors
and serve at their discretion.
Name Age Position
Robert C. Simpson 55 Chairman of the Board, Chief Executive Officer,
President and Treasurer
Chris K. Corcoran 45 Director, Executive Vice President, Chief Financial
Officer and Corporate Secretary
Gary W. Fisher 48 Vice President of Administration and Information
Systems
Howard E. Gray 57 Vice President of Operations
Barbara C. Long 41 Vice President, Land
Mr. Simpson joined the Company in 1976, was elected Vice President in 1977,
and served as Executive Vice President from 1980 until his election as President
in 1984. He became Chief Executive Officer and Treasurer of the Company on
January 1, 1990. He has served as a Director of the Company since 1975 and as
Chairman of the Board since 1992. Mr. Simpson received a Bachelor of Mechanical
Engineering degree from Cornell University in 1965 and is a Professional
Engineer in the states of Georgia and Oklahoma.
Mr. Corcoran is a certified public accountant and joined the Company in
1981 as Manager of Finance. In 1988 he was elected Vice President and Chief
Financial Officer and in 1989 he also assumed the duties of Corporate Secretary.
Mr. Corcoran was elected as a Director of the Company in 1992 and he was
promoted to Executive Vice President in 1993. Prior to joining the Company, he
was employed as an audit manager for Arthur Young & Company (now Ernst & Young
LLP), a national accounting firm, where he dealt primarily with clients in the
oil and gas industry. Mr. Corcoran received Bachelors degrees in Accounting and
Business Administration from Northeastern State College in 1973.
Mr. Fisher joined the Company as Manager - Data Processing in 1980 and was
elected Vice President of Administration and Information Systems in 1991. Prior
to joining the Company, Mr. Fisher was a programmer with a Tulsa consulting firm
and had previously worked several years in the banking industry. Mr. Fisher
received a Bachelors degree in Business Management from Langston University in
1991.
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Mr. Gray joined the Company in 1990 as Engineering Manager and was promoted
to Vice President of Operations in 1994. Prior to joining the Company, he held
various drilling, production and reservoir engineering positions with major oil
companies. Mr. Gray graduated in 1961 from Central State University in Edmond,
Oklahoma with a B.S. Degree in Mathematics and Physics.
Mrs. Long joined the Company in 1984 as Manager, Land Department. In August
1996, she was elected Vice President, Land. Mrs. Long was previously employed as
Landman Supervisor of Energy Leasing Services, Inc. in Fort Smith, Arkansas.
EXECUTIVE COMPENSATION
The Company pays one-half of the aggregate salary of the executive officers
of the Company, who also serve as executive officers of HSRC. HSRC pays the
other one-half of the aggregate salary paid to each of the executive officers of
the Company. The following table sets forth the aggregate amount of all cash
compensation paid or accrued by the Company and HSRC during the years ended
December 31, 1996, 1995 and 1994 to their CEO and to each of their most highly
compensated executive officers whose aggregate compensation from the Company and
HSRC during 1996 exceeded $100,000:
Other Annual
Salary Bonus Compensation
Name of Individual Principal Position Year ($) ($) (1)
- ------------------ ------------------ ---- -------- ------- ------------
Robert C. Simpson CEO, President and 1996 163,265 31,552 9,000
Treasurer 1995 155,004 46,689 9,000
1994 150,004 39,590 9,000
Chris K. Corcoran Executive Vice 1996 103,352 18,230 7,834
President, Chief 1995 96,344 26,449 7,123
Financial Officer 1994 92,400 21,468 7,096
and Secretary
Howard E. Gray Vice President of 1996 96,779 18,910 7,444
Operations 1995 85,835 25,867 6,442
1994 77,936 20,570 6,061
- --------------------------
(1) Consists of employer contributions to the 401(k) Plan on behalf of the
named individuals. Does not include perquisites or other personal benefits
provided by the Company and HSRC to any of the foregoing persons during
fiscal 1996. The cost to the Company and HSRC of such perquisites or other
personal benefits was less than ten percent of the cash compensation
reported above for any of the named persons.
Change in Control Severance Plan
In 1992, the Board of Directors of the Company adopted The Home-Stake Oil &
Gas Company Change in Control Severance Plan (the "Severance Plan"). The
Severance Plan is designed to provide severance payments in the event that all
or substantially all of the assets or stock of the Company are acquired by
another party and, if by reason of such acquisition, an eligible employee's
employment with the Company terminates and no reasonable alternative employment
by the acquiring entity is offered. An "eligible employee" is an employee of the
Company who is receiving salary for personal services rendered to the Company or
who would be receiving such remuneration except for a leave of absence.
Under the Severance Plan, an eligible employee will not be entitled to
severance pay after a change in control of the Company if the acquiring entity
offers him or her a salary greater than or equal to 75% of his or her salary
with the Company immediately prior to the change in control (exclusive of
benefits) and such offer is either (i) at a location less than 50 miles from the
location of his or her employment with the Company or (ii) he or she receives a
reasonable transfer allowance.
Eligible employees who have been employed by the Company for less than 5
years will be entitled to two weeks salary for each year of service as severance
pay under the Severance Plan. Eligible employees who have been employed by the
Company for five years or more will be entitled to three weeks of salary for
each year of service as severance pay. Department managers identified in the
Severance Plan will receive, in addition to the severance payment based on the
years of service, one year's compensation as part of the severance payment. The
minimum payment under the Severance Plan is one month's salary and the maximum
payment is the lesser of (i) three years' salary or (ii) $1.00 less than the
amount which would result in a significant excise tax under the so-called
"excess parachute payment" provisions of the Internal Revenue Code of 1986, as
amended.
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Employment Contracts
Robert C. Simpson has an employment agreement to serve as Chief Executive
Officer, President and Treasurer of the Company and HSRC. The agreement
continues until terminated in accordance with its terms and conditions. Pursuant
to the terms of such agreement, Mr. Simpson receives an annual base salary of
not less than $140,000 together with other normal and customary executive
officer benefits. The Company and HSRC are each responsible for one-half of such
annual base salary and benefits. The agreement provides that in the event of
termination or constructive termination (due to a material reduction in
functions, duties or responsibilities or a decrease in the base salary or in
other benefits) of Mr. Simpson's employment for any reason other than his
voluntary termination or termination by the Company for due cause, he will be
entitled to receive (1) a cash payment equal to his base salary for one year,
(2) a pro rata portion of any bonus due in respect of the calendar year in which
the termination or constructive termination occurs, and (3) an amount equal to
the lesser of $12,000 or fifty percent (50%) of his annual bonus due in respect
of the calendar year in which the termination or constructive termination
occurs. In the event of a constructive termination during or after a change in
control of the Company and/or HSRC, Mr. Simpson will also be entitled to receive
an additional cash payment equal to his base salary for one year from the date
of the constructive termination. None of the other executive officers of the
Company has any arrangement or understanding with any person with respect to any
future employment by the Company.
Director Compensation
Each non-employee Director receives a fee of $500 for attending each
regular or special meeting of the Board of Directors and $250 for participating
in any meeting of the Board held by telephone conference. The Board of Directors
had a total of eight meetings (five by telephone conference) in 1996. Further,
each Director was reimbursed by the Company for his expenses incurred in
connection with his service on the Board of Directors and any Committee thereof.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company is under common management with HSRC, with which it frequently
participates jointly in the acquisition of mineral and leasehold interests and
in exploration and development activities. Each Company generally owns an equal
interest in the oil and gas properties in which they jointly participate,
however such interests may vary. Only HSRC, however, serves as operator on
properties that are not operated by outside parties. In accordance with oil and
gas industry practice, the oil and gas ventures in which both companies
participate are considered to be joint, but separate. For those properties
operated by outside parties, each Company is generally billed separately for
their share of operating and drilling costs and separately reimburse the
operator for those costs. For properties operated by HSRC, the Company is billed
for such costs monthly.
Payroll costs for personnel are paid by HSRC and the Company reimburses
HSRC for its one-half share of such costs. For substantially all other general
and administrative costs, each Company separately pays for its one-half share.
For two years ended December 31, HSRC paid or billed the Company the
following amounts:
1996 1995
---- ----
Paid: Oil and gas sales, net of production taxes.... $451,941 $ 231,235
Billed: Property and equipment........................ 82,838 337,076
Lease operating expenses...................... 818,886 693,033
Payroll costs................................. 494,243 455,331
All revenues and expenses described above are paid by the respective
company in cash on a monthly basis.
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INFORMATION CONCERNING THE BOARD OF
DIRECTORS AND COMMITTEES THEREOF
The Board of Directors has established four standing committees to assist
it in the discharge of its responsibilities: the Executive Committee, the Audit
Committee, the Compensation Committee and the Nominating Committee. In addition
to the eight Board meetings held in 1996, the Audit Committee held two meetings,
the Compensation and Nominating Committees each held one meeting and the
Executive Committee did not meet. Each Director attended more than 75% of the
aggregate number of meetings of the Board of Directors and the Committees on
which he served. These four committees are as described below:
The primary function of the Executive Committee is to act in the absence of
the full Board on any corporate matter, except those involving dividends,
changes to the By-Laws or the Certificate of Incorporation, or matters
within the authority of other committees, and to implement the policy
decisions of the Board. The Executive Committee currently consists of
Robert C. Simpson (Chairman), Ronald O. Gutman, Chris K. Corcoran, Joseph
J. McCain, Jr., Larry F. Grindstaff and I. Wistar Morris, III.
The principal responsibilities of the Audit Committee consist of
recommending the selection of independent auditors, reviewing the scope of
the audit conducted by such auditors and the audit itself, and reviewing
the Company's internal audit activities and matters concerning financial
reporting, accounting and audit procedures and policies. The Audit
Committee currently consists of Larry F. Grindstaff (Chairman) and L. W.
Allegood.
The primary functions of the Compensation Committee are to review and make
recommendations concerning compensation of executive officers and certain
other employees. The Compensation Committee currently consists of Ronald O.
Gutman (Chairman), L. W. Allegood and Larry F. Grindstaff.
The primary function of the Nominating Committee is to recommend to the
Board of Directors the nominations of Directors. The Nominating Committee
currently consists of L. W. Allegood (Chairman) and Ronald O. Gutman. The
Nominating Committee will consider qualified nominees recommended by
stockholders, although it has not actively solicited recommendations from
stockholders for nominees. Stockholder recommendations should be sent to
the Secretary of the Company for forwarding to the Nominating Committee.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and executive officers, and persons who own more than ten percent of
the Company's Common Stock, to report their initial ownership of the Company's
Common Stock and any subsequent changes in that ownership to the Securities and
Exchange Commission ("SEC") and to furnish the Company with a copy of such
report. SEC regulations impose specific due dates for such reports, and the
Company is required to disclose in this Proxy Statement any failure to file by
these dates during or with respect to the Company's last fiscal year.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during or with respect to the fiscal year ended December
31, 1996 or prior years, all Section 16(a) filing requirements applicable to its
officers, Directors and more than ten percent stockholders were complied with;
except that HSRC filed late a report with respect to the acquisition of shares
of Common Stock in 1996 and an initial report of beneficial ownership of Common
Stock was filed late by Barbara C. Long.
VOTING SECURITIES
The Company's Common Stock, which has a par value of $20 per share, is
currently the only class of authorized capital stock outstanding. The Company is
authorized to issue 100,000 shares of Common Stock and 200,000 shares of
Preferred Stock, par value $1 per share. A total of 89,509 shares of Common
Stock are issued and outstanding and are entitled to vote at the meeting. Each
stockholder is entitled to one vote for each share of Common Stock held.
Pursuant to the ByLaws of the Company, the Board of Directors has fixed the
close of business on April 11, 1997, as the record date for the Annual Meeting.
Only stockholders of record at the close of business on that date are entitled
to notice of or to vote at the meeting.
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INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP as the Company's
independent auditors. Representatives of Ernst & Young LLP are expected to be
present at the stockholders' meeting and will have the opportunity to make a
statement if they desire to do so and to respond to appropriate questions.
SUBMISSION OF STOCKHOLDER PROPOSALS
Any stockholder proposal to be presented at the 1998 annual meeting should
be directed to Chris K. Corcoran, Secretary of the Company, 15 East 5th St.,
Suite 2800, Tulsa, Oklahoma 74103, and must be received by the Company on or
before December 18, 1997.
PROXY SOLICITATION
This solicitation is made on behalf of the Board of Directors of the
Company. The Company will bear the entire cost of preparing and mailing the
Notice of Annual Meeting, Proxy Statement and the proxies. Officers and other
employees of the Company (who will not receive additional compensation for doing
so) may solicit proxies by letter, telephone, telegraph or otherwise.
FINANCIAL STATEMENTS
This Proxy Statement is accompanied or has been preceded by the Company's
annual report to stockholders for the year ended December 31, 1996. Stockholders
are referred to the annual report for financial information, including audited
financial statements, about the activities of the Company, but such report is
not incorporated into this Proxy Statement and is not deemed to be part of the
proxy soliciting material.
OTHER MATTERS
Management and the Board of Directors do not intend to present at the
Annual Meeting any item of business other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the meeting, it is the intention of the persons named in the accompanying form
of proxy to vote the shares represented thereby in accordance with their best
judgment and discretionary authority to do so is included in the proxies.
REMINDER: PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY TO ASSURE
THAT ALL OF YOUR SHARES WILL BE VOTED. THE BOARD OF DIRECTORS RECOMMENDS THAT
THE STOCKHOLDERS VOTE "FOR" EACH OF THE NOMINEES.
By Order of the Board of Directors
Chris K. Corcoran
Secretary
Tulsa, Oklahoma
April 18, 1997
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PROXY
THE HOME-STAKE OIL & GAS COMPANY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert C. Simpson and Chris K. Corcoran, or
either of them, with full power of substitution, as Proxies of the undersigned,
with all powers that the undersigned would possess if personally present to cast
all votes that the undersigned would be entitled to vote at the Annual Meeting
of Stockholders of The Home-Stake Oil & Gas Company to be held on Monday, May
19, 1997 in the offices of the Company at 15 East 5th Street, Suite 2800, Tulsa,
Oklahoma, at 9:00 A.M., and at any and all adjournments or postponements
thereof, as indicated below.
1. Election of Directors.
|_| FOR all nominees listed below for the terms shown (except as
indicated to the contrary below and subject to the discretion of
the proxies as provided herein)
Name Expiration of Term
Joseph J. McCain, Jr. 2000
Robert C. Simpson 2000
Instructions: To withhold authority for any individual nominee or
nominees, write their name(s) here:
___________________________________________________________________
|_| WITHHOLD AUTHORITY to vote for all the nominees above.
2. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
This Proxy when properly executed will be voted at the Annual Meeting or
any adjournments or postponements thereof as directed herein by the undersigned
stockholder. If no specifications are made, this Proxy will be voted FOR the
nominees for director. This Proxy is revocable at any time before it is
exercised.
(Continued and to be signed on the reverse side)
<PAGE>
(Continued from other side)
PLEASE MARK, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES.
Dated: _____________________,1997
_________________________________________
Signature(s)
_________________________________________
Signature(s)
IMPORTANT: Please date this Proxy and
sign exactly as your name appears to the
left. If shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give title as
such. If a corporation, please sign in
full corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
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