<PAGE>
HOME-STAKE OIL & GAS COMPANY
Notice of
2000
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
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.................................................. 10
Submission of Stockholder Proposals................................... 10
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 22, 2000
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 22,
2000 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 2003 and 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, 2000,
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,
/s/ Chris K. Corcoran
-----------------------------------
Chris K. Corcoran
Secretary
Tulsa, Oklahoma
April 10, 2000
Page 1
<PAGE>
HOME-STAKE OIL & GAS COMPANY
15 East 5th Street, Suite 2800
Tulsa, Oklahoma 74103
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 22, 2000
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 22,
2000, 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 10, 2000.
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 2003 and 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 eight 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, James L. Houghton, 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 three nominees and the continuing Directors is set
forth below.
Page 2
<PAGE>
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
- --------------------- --- --------------------------------------- ----------
James L. Houghton 69 Mr. Houghton, a Certified Public 2003
Accountant, was the lead oil and gas tax
specialist for Ernst & Young LLP, an
independent accounting firm, served as a
member of that firm's National Energy
Group and also served as the firm's
Southwest Regional Director of Tax until
his retirement on October 1, 1991. He
was elected to the Board of Directors to
fill a newly created position in 1999.
Mr. Houghton is also a Director of
Pioneer Natural Resources Company.
Joseph J. McCain, Jr. 58 Mr. McCain was a partner in the law firm 2003
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 58 Mr. Simpson serves as the Chairman of 2003
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.
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 48 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 61 Mr. Gutman has served as a Director of 2002
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.
Page 3
<PAGE>
Name Age Business Experience Expiration
of Term
- --------------------- --- --------------------------------------- ----------
I. Wistar Morris, III 57 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.
L. W. Allegood 71 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 56 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.
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of March 31, 2000,
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............................... 73,637 (3) 1.7
Larry F. Grindstaff............................. 22,341 (2)(4) *
Ronald O. Gutman................................ 95,282 (2)(4) 2.2
James L. Houghton............................... 23,100 (2) *
Joseph J. McCain, Jr............................ 24,312 (2)(5) *
I. Wistar Morris, III........................... 528,546 (2)(6) 12.1
Robert C. Simpson............................... 226,602 (7) 5.2
Helen G. Trippet Revocable Trust (8)............ 490,714 11.3
Norvell Living Trust (9)........................ 453,916 10.4
Arnhold and S. Bleichroeder, Inc. (10).......... 250,241 5.8
All executive officers and Directors
as a group (10 persons).................... 1,245,185 (11) 26.8
* Less than one percent.
Page 4
<PAGE>
(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, 2000 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 73,000 shares subject to stock options which are currently
exercisable at exercise prices ranging from $4.50 per share to $5.00 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 385,630 shares over which Mr. Morris maintains sole voting and
dispositive power. This includes 291,225 shares owned by Mr. Morris, 20,000
shares subject to stock options which are currently exercisable at an
exercise price of $4.50 per share, and 8,883 shares held for the benefit of
investment advisory clients of Mr. Morris. Also includes 142,916 shares
owned by Mr. Morris' wife over which she has sole voting power and shared
dispositive power. Mr. Morris does not vote shares owned by Mrs. Morris,
but does have shared dispositive power over such shares. Mr. and Mrs.
Morris' address is 234 Broughton Lane, Villanova, Pennsylvania 19085.
(7) Includes 48,150 shares owned by Mr. Simpson's wife. Also includes 37,000
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 February 14,
2000. The stockholder is a registered Broker/Dealer and shares voting and
dispositive power over the shares with its broker/dealer clients. The
stockholder's address is 1345 Avenue of the Americas, New York, New York
10105.
(11) Includes 294,000 shares subject to stock options which are currently
exercisable at exercise prices ranging from $4.50 per share to $5.00 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 58 Director, Chairman of the Board,
Chief Executive Officer & President
Chris K. Corcoran 48 Director, Executive Vice President,
Chief Financial Officer & Corporate Secretary
Gary W. Fisher 51 Vice President, Administration and
Information Systems
Barbara C. Long 44 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 Registered 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.
Page 5
<PAGE>
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.
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, 1999, 1998
and 1997 to the CEO and to each of the most highly compensated executive
officers whose aggregate compensation from the Company during 1999 exceeded
$100,000:
Long-Term
Compensation
Annual Compensation Awards All
Securities Other
Underlying Compen-
Salary Bonus Options/SARs sation
Name and Principal Position Year ($) ($) (#) (1) ($) (2)
- ------------------------------ ---- -------- --------- ----------------------
Robert C. Simpson, CEO and 1999 $182,972 $100,000 77,000 $9,600
President 1998 $178,771 $33,353 40,000 $9,600
1997 $174,396 $28,174 - 0 - $9,600
Chris K. Corcoran, 1999 $120,524 $50,000 48,000 $9,600
Executive VicePresident, 1998 $117,061 $19,336 25,000 $7,843
Chief Financial Officer 1997 $111,048 $19,334 - 0 - $7,987
andSecretary
(1) Consists solely of options to acquire shares of Common Stock.
(2) Consists of employer contributions to the 401(k) Plan on behalf of the
named individuals.
Options/SAR Grants in Last Fiscal Year
The following table sets forth certain information concerning stock options
granted by the Company to the named executive officers during the year ended
December 31, 1999. The Company has never granted any stock appreciation rights.
Individual Grants (1)
--------------------------------------------------------
No. of % of Total
Securities Options/SARs Exercise
Underlying Granted to or
Options/SARs Employees in Base Price Expiration
Name Granted Fiscal Year ($/Share) Date
- -------------- ----------- ----------- ------------- ----------
Robert C. Simpson..... 5,000 2.47 4.50 05/24/2009
72,000 35.52 5.00 11/04/2009
Chris K. Corcoran..... 5,000 2.47 4.50 05/24/2009
43,000 21.21 5.00 11/04/2009
(1) Consists solely of options to acquire shares of Common Stock. All
options granted during 1999 were granted under the Company's 1997
Page 6
<PAGE>
Incentive Stock Plan. Options granted on May 24, 1999 (shown in the
table as expiring on May 24, 2009) become exercisable in cumulative
annual increments of twenty percent commencing on the first
anniversary of the grant. Options granted on November 4, 1999 (shown
in the table as expiring on November 4, 2009) are immediately
exercisable. On March 29, 2000, the Board of Directors voted to modify
all employees stock option agreements to provide that upon completion
by the employee of 15 years of service, any options held by an
employee that have not vested will immediately vest. All options have
a ten-year term, 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.
Aggregate Option/SAR Exercises and Fiscal Year-End Option/SAR Values
The following table provides information, for each named executive officer, with
respect to options exercised during 1999 and unexercised options held at
December 31, 1999. The Company has never granted any stock appreciation rights.
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the Money
Options/SARs at Options/SARs
Shares Value FY - End (#) At FY - End ($)(1)
Acquired Realized ------------ ---------------
on Exercise on Exercise Exercisable / Exercisable /
Name (#) ($) Unexercisable Unexercisable
- ------------------- ----------- ----------- --------------- ---------------
Robert C. Simpson.. 80,000 $88,800 - 0 - - 0 -
37,000 $87,875
Chris K. Corcoran.. - 0 - - 0 - 48,000 $92,500
25,000 $59,375
(1) Represents the market value of the Common Stock at exercise date or
December 31, 1999 ($6.875 per share), as the case may be, less the
related option exercise price.
Employment Contracts and Change in Control Arrangements
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 $200,000
together with other normal and customary executive officer benefits. The
agreement provides that in the event of termination of Mr. Simpson's employment
as a result of death or disability, Mr. Simpson or his estate will be entitled
to receive (i) his base salary through the end of the month in which he dies or
his employment is terminated due to his disability, (ii) a cash payment equal to
the pro rata portion (calculated through the end of the month in which his death
occurs or his employment is terminated due to his disability) of the annual
bonus, if any, due him for the calendar year in which his death or disability
occurs, and (iii) a continuation, for one year, of his most recent annual base
salary. The agreement further 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 disability, his voluntary
termination or termination by the Company for due cause, he will be entitled to
receive (i) his base salary through the end of the month of termination or
constructive termination, (ii) an amount equal to twice his most recent annual
base salary, and (iii) an amount equal to the sum of the annual bonuses paid
during the last three years. In the event of a change in control of the Company,
Mr. Simpson will be entitled to receive (i) an amount equal to thirty-six (36)
times the highest monthly salary paid during the twelve month period immediately
preceding the change in control, and (ii) an amount equal to the sum of the
annual bonuses paid during the last three years.
Page 7
<PAGE>
Chris K. Corcoran has an employment agreement to serve as Executive Vice
President, Chief Financial Officer and Secretary of the Company. The agreement
continues until terminated in accordance with its terms and conditions. Pursuant
to the terms of such agreement, Mr. Corcoran 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 of Mr.
Corcoran's employment as a result of death or disability, Mr. Corcoran or his
estate will be entitled to receive (i) his base salary through the end of the
month in which he dies or his employment is terminated due to his disability,
(ii) a cash payment equal to the pro rata portion (calculated through the end of
the month in which his death occurs or his employment is terminated due to his
disability) of the annual bonus, if any, due him for the calendar year in which
his death or disability occurs, and (iii) a continuation, for one year, of his
most recent annual base salary. The agreement further 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. Corcoran's employment for any reason other than
disability, his voluntary termination or termination by the Company for due
cause, he will be entitled to receive (i) his base salary through the end of the
month of termination or constructive termination, (ii) an amount equal to twice
his most recent annual base salary, and (iii) an amount equal to the sum of the
annual bonuses paid during the last three years. In the event of a change in
control of the Company, Mr. Corcoran will be entitled to receive (i) an amount
equal to thirty- six (36) times the highest monthly salary paid during the
twelve month period immediately preceding the change in control, and (ii) an
amount equal to the sum of the annual bonuses paid during the last three years.
Messrs. Simpson and Mr. Corcoran have an arrangement with the Company, which has
been approved by the Board of Directors of the Company, that in the event of a
sale of the Company, Mr. Simpson will be paid a bonus equal to 2.2% of the
"transaction value" and Mr. Corcoran will be paid a bonus of $200,000.
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.
In 1999, 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. An "eligible employee" is an employee of the Company,
other than Robert C. Simpson or Chris K. Corcoran, 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, eligible
employees who have been employed by the Company for less than 5 years will be
entitled to three months salary 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 and a pro-rata
portion of one month's salary for any fractional 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 three 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
the imposition of 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 a fee of $2,500 for each Board
meeting attended in person and a fee of $1,250 for each Board meeting held by
telephone conference. Non-employee directors also participate in the Home-Stake
Oil & Gas Company 1997 Incentive Stock Plan, and have each been 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 dates 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
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.
Page 8
<PAGE>
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 six Board meetings
held in 1999, the Audit Committee held one meeting, 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
James L. Houghton (Chairman), L. W. Allegood, Larry F. Grindstaff 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, James L. Houghton 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 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, 1999 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) the Norvell Living Trust filed its initial report of ownership of the
Company's Common Stock on May 5, 1999, and (ii) L.W. Allegood, Chris K.
Corcoran, Gary W. Fisher, Larry F. Grindstaff, Ronald O. Gutman, Barbara C.
Long, Joseph J. McCain, Jr., I. Wistar Morris III and Robert C. Simpson each
inadvertently filed late a Form 5 for December 1998 to report a stock option
grant they each received in 1998.
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 4,353,827 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, 2000, 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.
Page 9
<PAGE>
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 2001 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 11, 2000 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 2001 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 23, 2001, in order for such proposal to be properly brought
before the meeting.
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, 1999. 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
/s/ Chris K. Corcoran
----------------------------------
Chris K. Corcoran
Secretary
Tulsa, Oklahoma
April 10, 2000
Page 10
<PAGE>
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 22, 2000, 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
----------------------- ------------------
James L. Houghton 2003
Joseph J. McCain, Jr. 2003
Robert C. Simpson 2003
|_| 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)
<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. 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: _______________, 2000
_______________________________________
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>
