<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
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
1999
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............................................... 2
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...................... 8
Information Concerning the Board of
Directors and Committees Thereof.................................. 8
Section 16(a) Beneficial Ownership Reporting Compliance............. 9
Voting Securities................................................... 9
Independent Auditors................................................ 9
Submission of Stockholder Proposals................................. 9
Proxy Solicitation.................................................. 10
Financial Statements................................................ 10
Other Matters....................................................... 10
<PAGE>
HOME-STAKE OIL & GAS COMPANY
15 East 5th Street, Suite 2800
Tulsa, Oklahoma 74103
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 24, 1999
To the Stockholders of Home-Stake Oil & Gas Company:
The Annual Meeting of the Stockholders of 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 24,
1999 at 9:00 a.m., local time, for the following purposes:
(1) The election of three Directors to serve for the ensuing three-year
term ending in 2002 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 March 31, 1999,
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 12, 1999
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HOME-STAKE OIL & GAS COMPANY
15 East 5th Street, Suite 2800
Tulsa, Oklahoma 74103
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 24, 1999
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
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 24, 1999, 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 12, 1999.
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 three Directors to serve for the ensuing
three-year term ending in 2002 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.
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. Votes withheld from nominees for directors will
have no effect on the outcome of 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. Directors are
elected at each Annual Meeting of Stockholders. The three current Directors
whose terms expire on the date of the Annual Meeting, Chris K. Corcoran, Ronald
O. Gutman and I. Wistar Morris, III, have been nominated by the Board of
Directors to continue to serve as members of the Board. L.W. Allegood, Larry F.
Grindstaff, Joseph J. McCain, Jr. and Robert C. Simpson, whose terms have not
yet expired, will continue to serve as Directors. Certain relevant information
regarding the three nominees and the continuing Directors is set forth below.
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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:
Expiration
Name Age Business Experience of Term
- --------------------- --- ------------------------------------------ ---------
Chris K. Corcoran 47 Mr. Corcoran, a Certified Public 2002
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 60 Mr. Gutman has served as a Director of the 2002
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.
I. Wistar Morris, III 56 Mr. Morris was elected a Director of the 2002
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 is also a Senior
Consultant to The Pennsylvania Trust
Company.
A brief description of the business experience of each continuing
director is provided below:
CONTINUING DIRECTORS:
Expiration
Name Age Business Experience of Term
- --------------------- --- ------------------------------------------ ---------
L. W. Allegood 70 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 55 Mr. Grindstaff has served as President of 2001
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.
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Expiration
Name Age Business Experience of Term
- --------------------- --- ------------------------------------------ ---------
Joseph J. McCain, Jr. 57 Mr. McCain was a partner in the law firm 2000
of Conner & Winters of Tulsa, Oklahoma
from 1974 to 1991. He has been a
shareholder and director in the law firm
of Conner & Winters, A Professional
Corporation, of Tulsa, Oklahoma since
1991, and President since 1994. Mr. McCain
has served as a Director of the Company
since 1982.
Robert C. Simpson 57 Mr. Simpson serves as the Chairman of the 2000
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 March 31,
1999, 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 more than 5% 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) 4.3
Chris K. Corcoran 5,637 (3) *
Larry F. Grindstaff 22,341 (2)(4) *
Ronald O. Gutman 95,282 (2)(4) 2.2
Joseph J. McCain, Jr. 24,312 (2)(5) *
I. Wistar Morris, III 624,611 (2)(6) 14.6
Robert C. Simpson 141,781 (7) 3.3
Helen G. Trippet Revocable Trust (8) 490,714 11.5
Norvell Living Trust (9) 453,916 10.6
Societe Generale Asset
Management Corp. (10) 250,241 5.9
All executive officers and Directors
as a group (9 persons) 1,101,329 (11) 25.1
- -----------------------------------
* Less than one percent.
(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 March
31, 1999 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.
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(3) Includes 5,000 shares subject to stock options which are currently
exercisable at an exercise price of $4.50 per share.
(4) Includes 30 shares owned by each respective Director's wife.
(5) Includes 100 shares owned by Mr. McCain's wife.
(6) Includes 371,457 shares owned by Mr. Morris over which he maintains sole
voting and dispositive power. Also includes 223,324 shares owned by Mr.
Morris' wife, individually and in trust, 98 shares held for Mr. Morris'
children and 9,732 shares held for the benefit of investment advisory
clients of Mr. Morris. Mr. Morris does not vote these shares, but does have
shared dispositive power over such shares. Mrs. Morris has sole voting
power and shared dispositive power over the shares she holds individually,
in trust, and for the benefit of such children. Mr. and Mrs. Morris'
address is 234 Broughton Lane, Villanova, Pennsylvania 19085.
(7) Includes 48,150 shares owned by Mr. Simpson's wife and 25,179 shares held
by Mr. Simpson's dependent son. Also includes 8,000 shares subject to stock
options which are currently exercisable at an exercise price of $4.50 per
share.
(8) The stockholder's address is 4632 South Victor, Tulsa, Oklahoma 74105.
(9) The stockholder's address is P.O. Box 76, Mendocino, California 95460.
(10) Information is based on the stockholder's Schedule 13G dated August 18,
1998. The stockholder is a registered investment advisor and shares voting
and dispositive power over the shares with its investment advisory clients.
The stockholder's address is 1221 Avenue of the Americas, New York, New
York 10020.
(11) Includes 119,500 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 57 Director, Chairman of the Board, Chief Executive
Officer and President
Chris K. Corcoran 47 Director, Executive Vice President, Chief Financial
Officer and Corporate Secretary
Gary W. Fisher 50 Vice President, Administration and Information
Systems
Barbara C. Long 43 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.
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.
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EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the aggregate amount of all cash
compensation paid or accrued by the Company during the years ended December 31,
1998, 1997 and 1996 to the CEO and to each of the most highly compensated
executive officers whose aggregate compensation from the Company during 1998
exceeded $100,000:
Long-Term
Compensation
Annual Compensation Awards
------------------------- ------
Securities All
Underlying Other
Salary Bonus Options/SARs Compensation
Name and Principal Position Year ($) ($) (#) (1) ($) (2)
- ----------------------------- ---- ------- ------ ----------- ------------
Robert C. Simpson, 1998 178,771 33,353 40,000 9,600
CEO and President 1997 174,396 28,174 - 0 - 9,600
1996 163,265 31,552 - 0 - 9,600
Chris K. Corcoran, 1998 114,061 19,336 25,000 7,843
Executive Vice President, 1997 111,048 19,334 - 0 - 7,987
Chief Financial Officer and 1996 103,352 18,230 - 0 - 7,834
Secretary
(1) Consists solely of options to acquire shares of Common Stock.
(2) Consists of employer contributions to the 401(k) Plan on behalf of the
named individuals.
Options/SAR Grants in Last Fiscal Year
The following table sets forth certain information concerning stock
options granted by the Company to the named executive officers during the year
ended December 31, 1998. The Company has never granted any stock appreciation
rights.
Individual Grants (1)
-----------------------------------------------------
No. of % of Total
Securities Options/SARs Exercise
Underlying Granted to or
Options/SARs Employees in Base Price Expiration
Granted Fiscal Year ($/Share) Date
------- ----------- --------- ----
Robert C. Simpson...... 40,000 25.8 4.50 02/12/2008
Chris K. Corcoran...... 25,000 16.1 4.50 02/12/2008
(1) Consists solely of options to acquire shares of Common Stock. All options
granted during 1998 were granted under the Company's 1997 Incentive Stock
Plan on February 12, 1998 and become exercisable in cumulative annual
increments of twenty percent commencing on the first anniversary of the
grant. All options have a ten-year term,
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subject to earlier termination in certain events related to termination
of employment, and were granted with an exercise price equal to the fair
market value of the Common Stock on the date of the grant. In the event
of a Change in Control, as defined in the Plan, the options become fully
exercisable immediately. The option exercise price may be paid in cash,
by delivery of already owned shares, by a promissary note under certain
circumstances, in some instances by offset of underlying shares or
pursuant to certain other cashless exercise procedures, or a combination
thereof. Tax withholding obligations, if any, related to exercise may be
paid by offset of the underlying shares, subject to certain conditions.
The options are transferrable under certain circumstances.
Fiscal Year-End Option/SAR Values
No executive officer exercised any options during 1998. The following
table provides information, for each named executive officer, with respect to
unexercised options held at December 31, 1998. The Company has never granted any
stock appreciation rights.
Number of Securities Value of Unexercised
Underlying Unexercised In-the Money Options/SARs
Options/SARs at FY - End At FY - End (1)
------------------------ ---------------
Exercisable Unexercisable Exercisable Unexercisable
Name (#) (#) ($) ($)
- ---------------------- ----------- ------------- ----------- -------------
Robert C. Simpson..... - 0 - 40,000 - 0 - $5,000
Chris K. Corcoran..... - 0 - 25,000 - 0 - $3,125
(1) Represents the market value of the Common Stock at December 31, 1998
($4.625 per share), less the option exercise price of $4.50 per share.
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 (i) an
amount equal to twice his most recent annual base salary and (ii) 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.
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.
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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.
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 $250 for
each "special" Board meeting attended during a quarter in excess of one.
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
stock options to purchase 20,000 shares of Common Stock at an exercise price of
$4.50 per share (the fair market value of the Common Stock on the date of
grant). 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
I. Wistar Morris, III, a Director of the Company, entered into two oil
participation agreements with the Company relating to certain prospects the
Company drilled and operated. These agreements were 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 $164,800 in 1998 from Mr. Morris for costs attributable
to these agreements. These prospects were unsuccessful and determined to be dry
holes.
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 President and 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 nine Board meetings
held in 1998, 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.
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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 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, 1998 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 the Norvell Living Trust has failed to file its initial report of
ownership of the Company's Common Stock.
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 4,273,827 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 March 31, 1999, 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
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, any
stockholder proposal intended to be presented at the 2000 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 14, 1999 in order to be considered for inclusion in the
Company's proxy statement and proxy for that meeting.
In accordance with the Company's Bylaws, any stockholder who intends to
present a proposal at the Company's 2000 annual meeting and has not sought
inclusion of the proposal in the Company's proxy statement and proxy for that
meeting pursuant to Rule 14a-8, must provide the Company with notice of such
proposal no later than March 25, 2000, in order for such proposal to be properly
brought before the meeting.
Page 9
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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, 1998.
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. The
Company's Bylaws require that for business to be properly brought before an
annual meeting of stockholders by a stockholder, notice must be received by the
Secretary of the Company not less that 60 days prior to the anniversary date of
the immediately preceding annual meeting of stockholders. The notice must
contain a brief description of the business proposed to be brought before the
meeting and certain other information specified in the Company's Bylaws. If the
Chairman of the meeting determines that such business was not brought before the
meeting in accordance with such procedures, such business will not be
transacted.
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.
By Order of the Board of Directors
Chris K. Corcoran
Secretary
Tulsa, Oklahoma
April 12, 1999
Page 10
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PROXY
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 Home-Stake Oil & Gas Company (the "Company") to be held on
Monday, May 24, 1999, 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
----------------------- ------------------
Chris K. Corcoran 2002
Ronald O. Gutman 2002
I. Wistar Morris, III 2002
|_| 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. 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)
(Continued from other side)
<PAGE>
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. 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: _______________, 1999
_______________________________________
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>
