<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>
HOME-STAKE OIL & GAS COMPANY
Notice of
1998
Annual Meeting
and Proxy Statement
YOUR VOTE IS IMPORTANT!
PLEASE PROMPTLY MARK, SIGN, DATE AND RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE.
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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............................................. 3
Nominees..................................................... 3
Continuing Directors......................................... 3
Principal Stockholders and Security Ownership of Management ...... 4
Executive Officers of the Company................................. 5
Executive Compensation............................................ 6
Certain Relationships and Related Transactions.................... 7
Information Concerning the Board of Directors and
Committees Thereof........................................... 7
Section 16(a) Beneficial Ownership Reporting Compliance........... 8
Amendment to the Certificate of Incorporation..................... 8
Voting Securities................................................. 8
Independent Auditors.............................................. 9
Submission of Stockholder Proposals............................... 9
Proxy Solicitation................................................ 9
Financial Statements.............................................. 9
Other Matters..................................................... 9
<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 June 1, 1998
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, June
1, 1998 at 9:00 a.m. local time, for the following purposes:
(1) The election of two Directors to serve for the ensuing three-year term
ending in 2001 or until their respective successors are duly elected
and qualified;
(2) Proposal to amend the Company's Restated and Amended Certificate of
Incorporation to change the name of the Company to "Home-Stake Oil &
Gas Company"; and
(3) 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 10, 1998, 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 CARD 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 17, 1998
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THE HOME-STAKE OIL & GAS COMPANY
15 East 5th Street, Suite 2800
Tulsa, Oklahoma 74103
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 1, 1998
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, June 1, 1998, commencing at 9:00 a.m. local time, and at any and all
adjournments or postponements thereof. This Proxy Statement is first being
mailed to stockholders on or about April 17, 1998.
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 2001 or until their respective successors are duly elected
and qualified;
(2) Proposal to amend the Company's Restated and Amended Certificate of
Incorporation to change the name of the Company to "Home-Stake Oil &
Gas Company"; and
(3) 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. The affirmative vote of the holders of a majority
of the Company's outstanding shares of Common Stock is required to amend the
Company's Certificate of Incorporation. Abstentions from voting will be included
for purposes of determining whether the requisite number of affirmative votes
are received on any matters, other than the election of Directors, 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, but will have the same effect as a vote against
Proposal number 2.
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, FOR the amendment to the Certificate
of Incorporation and in the discretion of the proxy holder as to any other
business which comes before the meeting.
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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. Directors are elected at
each Annual Meeting of Stockholders. The two current Directors whose terms
expire on the date of the Annual Meeting, L.W. Allegood and Larry F. Grindstaff,
have been nominated by the Board of Directors to continue to serve as members of
the Board. Chris K. Corcoran, Ronald O. Gutman, Joseph J. McCain, Jr., Robert C.
Simpson 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
L. W. Allegood 69 Mr. Allegood has served as a Director of 2001
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.
Larry F. Grindstaff 54 Mr. Grindstaff has served as President 2001
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 from February,
1987 until June, 1990 and was re-elected
to the Board in 1994 to fill a vacated
position.
A brief description of the business experience of each continuing director
is provided below:
CONTINUING DIRECTORS:
Name Age Business Experience Expiration
of Term
Chris K. Corcoran 46 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.
Ronald O. Gutman 59 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.
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Name Age Business Experience Expiration
of Term
I. Wistar Morris, III 55 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.
Joseph J. McCain, Jr. 56 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
since 1982.
Robert C. Simpson 56 Mr. Simpson serves as the Chairman of 2000
the Board, Chief Executive Officer and
President 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 of the
Company on January 1, 1990 and Chairman
of the Board in 1992. He has served as a
Director of the Company since 1975.
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of April 10, 1998,
relating to the beneficial ownership of the Company's common stock, par value
$.01 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(1)
- ---------------------------------- --------- ---------
L. W. Allegood 186,083 (2) 4.1
Chris K. Corcoran 637 *
Larry F. Grindstaff 22,341 (2)(3) *
Ronald O. Gutman 95,282 (2)(3) 2.1
Joseph J. McCain, Jr. 24,312 (2)(4) *
I. Wistar Morris, III 614,928 (2)(5) 13.6
Robert C. Simpson 159,960 (6) 3.5
Howard E. Gray 79 *
Helen G. Trippet (7) 498,447 11.0
Flo Ann Norvell Living Trust (8) 226,958 5.0
Russel S. Norvell Living Trust (8) 226,958 5.0
All executive officers and Directors
as a group (10 persons) 1,104,904 (9) 23.9
- -------------------------------------------
* Less than one percent.
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(1) Shares of Common Stock which were not outstanding but which could be
acquired by a person upon exercise of an option within sixty days of April
10, 1998 are deemed outstanding for the purpose of computing the percentage
of outstanding shares beneficially owned by such person. Such shares,
however, are not deemed to be outstanding for the purpose of computing the
percentage of outstanding shares beneficially owned by any other person.
(2) Includes 20,000 shares subject to stock options which are currently
exercisable at an exercise price of $4.50 per share.
(3) Includes 30 shares owned by each respective Director's wife. (4) Includes
100 shares owned by Mr. McCain's wife.
(5) Includes 144,664 shares owned by Mr. Morris' wife, 98 shares held for Mr.
Morris' children and 12,165 shares over which Mr. Morris maintains
discretionary authority. Mr. Morris' address is 234 Broughton Lane, West
Conshohocken, Pennsylvania 19085.
(6) Includes 48,150 shares owned by Mr. Simpson's wife and 51,358 shares held
by Mr. Simpson's dependent children.
(7) The stockholder's address is 4632 South Victor, Tulsa, Oklahoma 74105.
(8) The stockholder's address is P.O. Box 76, Mendocino, California 95460
(9) Includes 100,000 shares subject to stock options which are currently
exercisable at an exercise price of $4.50 per share.
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 its discretion.
Name Age Position
Robert C. Simpson 56 Director, Chairman of the Board, Chief Executive
Officer and President
Chris K. Corcoran 46 Director, Executive Vice President, Chief Finan-
cial Officer and Corporate Secretary
Gary W. Fisher 49 Vice President, Administration and Information
Systems
Howard E. Gray 58 Vice President, Operations
Barbara C. Long 42 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 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), an independent 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, 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, 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 following table sets forth the aggregate amount of all cash
compensation paid or accrued by the Company during the years ended December 31,
1997, 1996 and 1995 to the CEO and to each of the most highly compensated
executive officers whose aggregate compensation from the Company during 1997
exceeded $100,000:
All
Other
Compen-
Salary Bonus sation
Name of Individual Principal Position Year ($) ($) (1)
- ------------------ ------------------ ---- ------- ------- ------
Robert C. Simpson CEO and President 1997 174,396 28,174 9,600
1996 163,265 31,552 9,000
1995 155,004 46,689 9,000
Chris K. Corcoran Executive Vice President, 1997 111,048 19,334 7,987
Chief Financial Officer and 1996 103,352 18,230 7,834
Secretary 1995 96,344 26,449 7,123
Howard E. Gray Vice President, Operations 1997 102,494 16,704 7,325
1996 96,779 18,910 7,444
1995 85,835 25,867 6,442
- --------------------------
(1) Consists of employer contributions to the 401(k) Plan on behalf of the
named individuals.
Change in Control Severance Plan
In 1998, the Board of Directors of the Company amended and restated 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, other than Robert C. Simpson, 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 90% 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 one-half months 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 one months
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 Contract
Robert C. Simpson has an employment agreement to serve as Chief Executive
Officer and President of the Company. 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 $150,000
together with other normal and customary executive officer 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) an amount equal to
twice his most recent annual base salary and (2) an amount equal to the average
annual bonus paid during the last three years. In the event of a constructive
termination during or after a change in control of the Company, Mr. Simpson will
also be entitled to receive an additional cash payment equal to his most recent
annual base salary. 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
Employee directors receive no additional compensation for service on the
Board of Directors. Non-employee directors receive an annual retainer of
$10,000, payable in quarterly installments, and an additional fee of $500 for
each "special" meeting attended. Non-employee directors also participate in The
Home-Stake Oil & Gas Company 1997 Incentive Stock Plan, and on February 12, 1998
were each awarded non-qualified options to purchase 20,000 shares of Common
Stock at an exercise price of $4.50 per share. All Directors are reimbursed by
the Company for out-of-pocket expenses incurred in connection with their service
on the Board of Directors and any Committee thereof.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1997, I. Wistar Morris, III, a Director, entered into an oil
participation agreement with the Company relating to a prospect the Company
drilled and operated. This agreement was identical in all material respects to
those entered into with unaffiliated venture partners and required these
individuals, including Mr. Morris, to pay their proportionate share of the costs
associated with the exploration, development and production of the prospect,
including all promoted costs. The Company received aggregate payments totaling
approximately $99,700 in 1997 from Mr. Morris for costs attributable to this
agreement. Such prospect was unsuccessful and completed as a dry hole.
The law firm of Conner & Winters, A Professional Corporation, regularly
performs legal services as counsel to the Company. Joseph J. McCain, Jr., a
Director of the company, is a shareholder and director of Conner & Winters.
INFORMATION CONCERNING THE BOARD OF
DIRECTORS AND COMMITTEES THEREOF
The Board of Directors has established three standing committees to assist
it in the discharge of its responsibilities: the Audit Committee, the
Compensation Committee and the Nominating Committee. In addition to the eight
Board meetings held in 1997, the Audit Committee held two meetings, the
Compensation Committee held one meeting and the Nominating 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 three
committees are as described below:
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), L. W.
Allegood and I. Wistar Morris, III.
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, Larry F. Grindstaff, and I. Wistar
Morris, III.
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
Company's Bylaws provide that nominations of candidates for election as
directors of the Company may be made at a meeting of stockholders by or at
the direction of the Board of Directors or by any stockholder entitled to
vote at such meeting who complies with the advance notice procedures set
forth therein. These procedures require any stockholder who intends to make
a nomination for director at the meeting to deliver notice of such
nomination to the Secretary of the Company not less than 60 days before the
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meeting. The notice must contain all information about the proposed nominee
as would be required to be included in a proxy statement soliciting proxies
for the election of such nominee, including such nominee's written consent
to serve as a director if so elected. If the chairman of the meeting
determines that a person is not nominated in accordance with the nomination
procedure, such nomination will be disregarded. The Company's Bylaws
provide that the annual meeting of stockholders to be held each year will
be on the third Monday in May or such other date and time as may be
established by the Board of Directors.
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, 1997 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 I. Wistar Morris, III filed late one report with respect to one
transaction involving the acquisition of shares in connection with the merger of
The Home-Stake Royalty Corporation with and into the Company.
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
Proposal to Change the Name of the Company to
"Home-Stake Oil & Gas Company"
On February 5, 1998, the Board of Directors unanimously adopted a
resolution recommending that the stockholders approve an amendment to the
Company's Certificate of Incorporation to change the Company's name to
"Home-Stake Oil & Gas Company". The text of the existing provision to be
amended, and the proposed amendment, are set forth below:
EXISTING PROVISION PROPOSED AMENDMENT
ARTICLE 2 Article 2 of the Certificate of Incorporation
will be amended as follows:
The name of the Corporation is The name of the Corporation is
The Home-Stake Oil & Gas Company. Home-Stake Oil & Gas Company.
Most companies with which the Company conducts business do not recognize the
word "The" as a part of the Company name, even when notified that is the case.
Since January 1, 1998, the Company has conducted business in Oklahoma under the
trade name "Home-Stake Oil & Gas Company". The Board believes this proposal
provides for a more contemporary name of the Company and further distinguishes
its activities following the recent merger of The Home-Stake Royalty Corporation
with and into the Company from those prior to the merger.
The Board of Directors urges you to vote FOR this Proposal.
VOTING SECURITIES
The Company's Common Stock, which has a par value of $.01 per share, is
currently the only class of authorized capital stock outstanding. The Company is
authorized to issue 12,000,000 shares of Common Stock and 2,000,000 shares of
Preferred Stock, par value $1 per share. A total of 4,517,363 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 By-Laws of the Company, the Board of Directors has fixed the
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close of business on April 10, 1998, 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.
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 1999 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, 1998.
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, 1997. 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 PROXY CARD TO ASSURE
THAT ALL OF YOUR SHARES WILL BE VOTED. THE BOARD OF DIRECTORS RECOMMENDS THAT
THE STOCKHOLDERS VOTE "FOR" EACH OF THE NOMINEES AND "FOR" THE AMENDMENT TO THE
CERTIFICATE OF INCORPORATION.
By Order of the Board of Directors
Chris K. Corcoran
Secretary
Tulsa, Oklahoma
April 17, 1998
Page 9
<PAGE>
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 (the "Company") to be held
on Monday, June 1, 1998, in the offices of the Company at 15 East 5th Street,
Suite 2800, Tulsa, Oklahoma, at 9:00 a.m., local time, 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).
Name Expiration of Term
L.W. Allegood 2001
Larry F. Grindstaff 2001
|_| WITHHOLD AUTHORITY to vote for all the nominees listed above.
Instructions: To withhold authority to vote for any individual nominee
or nominees, write their name(s) here:
----------------------------------------------------------------------
2. Proposal to amend the Company's Restated and Amended Certificate of
Incorporation to change the name of the Company to "Home-Stake Oil &
Gas Company".
|_| FOR |_| AGAINST |_| ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
(Continued and to be signed on the reverse side)
<PAGE>
(Continued from other side)
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 directors and FOR the proposal described under number 2 above. This
Proxy is revocable at any time before it is exercised.
PLEASE MARK, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES.
Dated: __________________, 1998
____________________________________
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.
<PAGE>
