SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities and
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 Section 240.14a-11(c) or
Section 240.14a-12
ST. MARY LAND & EXPLORATION COMPANY
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement Number:
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3) Filing party:
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4) Date filed:
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<PAGE>
April 10, 2000
Dear Stockholder:
You are cordially invited to attend the 2000 annual meeting of stockholders
which will be held in the Forum Room of Norwest Bank, 1740 Broadway, Denver,
Colorado on Wednesday, May 17, 2000 at 3:00 p.m. local time.
At the meeting you and the other stockholders will elect eleven directors.
You will also have the opportunity to hear reports on St. Mary's operations and
to ask questions of general interest. You can find other detailed information
about the meeting in the accompanying proxy statement, and can find detailed
information about St. Mary in the enclosed annual report.
Please complete and sign the enclosed proxy card and return it promptly in
the accompanying envelope. This will ensure that your shares are represented at
the meeting even if you cannot attend. Returning your proxy card to us will not
prevent you from voting in person at the meeting if you are present and wish to
do so.
Thank you for your cooperation in returning your proxy card as promptly as
possible. We hope to see many of you at our meeting in Denver.
Very truly yours,
/s/ THOMAS E. CONGDON
---------------------
Thomas E. Congdon
Chairman
<PAGE>
St. Mary Land & Exploration Company
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203
_________________________________________________________________
Notice Of Annual Meeting Of Stockholders
_________________________________________________________________
May 17, 2000
To All Stockholders:
The 2000 annual meeting of the stockholders of St. Mary Land & Exploration
Company will be held in the Forum Room of Norwest Bank, 1740 Broadway, Denver,
Colorado on Wednesday, May 17, 2000 at 3:00 p.m. local time. The purposes of the
meeting are:
1. To elect eleven directors to serve during the next year, and
2. To transact any other business which may properly come before the
meeting.
Only stockholders of record at the close of business on April 3, 2000 may
vote at this meeting.
Please sign, date and return the accompanying proxy card in the enclosed
envelope as soon as possible. Any stockholder who returns their proxy can revoke
it at any time before the vote is taken at the meeting.
By Order of the Board of Directors
St. Mary Land & Exploration Company
/s/ RICHARD C. NORRIS
---------------------
Richard C. Norris
Secretary
Denver, Colorado
April 10, 2000
<PAGE>
Proxy Statement Table of Contents
Page
General.................................................................. 1
Purpose of the Annual Meeting............................................ 1
Who Can Vote............................................................. 1
How to Vote.............................................................. 1
Revoking a Proxy......................................................... 2
Quorum and Voting Requirements........................................... 2
Payment of Proxy Solicitation Costs...................................... 2
Election of Directors.................................................... 2
Nominees for Election as Directors....................................... 3
Board and Committee Meetings............................................. 5
Director Compensation.................................................... 6
Stock Ownership of Management............................................ 7
Executive Officers of the Company........................................ 8
Executive Compensation................................................... 9
Summary Compensation Table............................................... 9
1999 Option Grants....................................................... 10
Aggregated Option/SAR Exercises in 1999.................................. 10
Report of the Compensation Committee on Executive Compensation........... 11
Retirement Plans......................................................... 13
Performance Graph........................................................ 14
Employment Agreements and Termination of Employment Arrangements......... 15
Certain Relationships and Related Transactions........................... 15
Section 16(a) Beneficial Ownership Reporting Compliance.................. 16
Independent Accountants.................................................. 17
Future Stockholder Proposals............................................. 17
Other Matters............................................................ 17
<PAGE>
St. Mary Land & Exploration Company
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203
(303) 861-8140
Proxy Statement
________________________
General
This proxy statement contains information about the 2000 annual meeting of
stockholders of St. Mary Land & Exploration Company to be held in the Forum Room
of Norwest Bank, 1740 Broadway, Denver, Colorado on Wednesday, May 17, 2000 at
3:00 p.m. local time. The St. Mary board of directors is using this proxy
statement to solicit proxies for use at the annual meeting. In this proxy
statement "St. Mary" and "the Company" both refer to St. Mary Land & Exploration
Company. This proxy statement and the enclosed proxy card are being mailed to
you starting on or about April 12, 2000.
St. Mary will provide without charge to each record or beneficial owner of
its common stock on April 3, 2000, upon the written request of any such owner, a
copy of its 1999 annual report on Form 10-K, including the financial statements
and schedules. Such requests should be directed to St. Mary at 1776 Lincoln
Street, Suite 1100, Denver, Colorado 80203, Attention: Adele Linneman.
Purpose of the Annual Meeting
At the Company's annual meeting, stockholders will vote on the election of
directors as outlined in the accompanying notice of meeting, and on any other
business that properly comes before the meeting. As of the date of this proxy
statement, the Company is not aware of any business to come before the meeting
other than the election of directors.
Who Can Vote
Only stockholders of record at the close of business on the record date of
April 3, 2000 are entitled to receive notice of the annual meeting and to vote
the shares of St. Mary common stock they held on that date. As of April 3, 2000,
there were 13,766,376 shares of St. Mary common stock issued and outstanding.
Holders of St. Mary common stock are entitled to one vote per share and are not
allowed to cumulate votes in the election of directors. The enclosed proxy card
shows the number of shares that you are entitled to vote.
How to Vote
If your shares of St. Mary common stock are held by a broker, bank or other
nominee (in "street name"), you will receive information from them on how to
instruct them to vote your shares.
1
<PAGE>
If you hold shares of St. Mary common stock in your own name (as a
"stockholder of record"), you may give instructions on how your shares are to be
voted by marking, signing, dating and returning the enclosed proxy card in the
accompanying postage-paid envelope.
A proxy, when executed and not revoked, will be voted in accordance with
its instructions. If no instructions are given, proxies will be voted FOR
management's slate of directors.
Revoking a Proxy
You may revoke a proxy before the vote is taken at the meeting by:
o submitting a new proxy with a later date
o by voting at the meeting, or
o or by filing a written revocation with St. Mary's corporate secretary
Your attendance at the annual meeting will not automatically revoke your
proxy.
Quorum and Voting Requirements
A quorum of stockholders is necessary to hold a valid meeting. A quorum
will exist if stockholders of one-third of the outstanding shares of common
stock are present at the meeting in person or by proxy. Abstentions and broker
"non-votes" count as present for establishing a quorum. A broker non-vote occurs
on a matter when a broker is not permitted to vote on that matter without
instruction from the beneficial owner of the shares and no instruction is given.
Shares held by St. Mary in its treasury are not entitled to vote and do not
count toward a quorum. If a quorum is not present, the meeting may be adjourned
until a quorum is obtained.
If a quorum is present, the affirmative vote of a majority of shares
represented in person or by proxy will be required to elect the directors and to
decide any other matter which may properly be submitted to a vote at the
meeting. Accordingly, any shares present but not voted, including abstentions
and broker non-votes, will have the same effect as shares voted against
approval.
Payment of Proxy Solicitation Costs
St. Mary will pay all costs of soliciting proxies. The solicitation will be
made by mail. In addition to mailing proxy solicitation material, St. Mary
officers, directors and employees may also solicit proxies in person, by
telephone, or by other electronic means of communication. St. Mary will ask
banks, brokers, other institutions, nominees, and fiduciaries to forward the
proxy material to their principals and to obtain authority to execute proxies.
St. Mary will reimburse them for expenses.
ELECTION OF DIRECTORS
All directors of the Company are elected annually. At this meeting, eleven
directors are to be elected to serve for one year or until their successors are
elected and qualified. The Company's
2
<PAGE>
nominees for these directorships are identified below, all of whom are currently
serving in that capacity.
The board of directors as a whole acts as the nominating committee,
selecting the director nominees. They will consider suggestions by stockholders
for names of possible future nominees when delivered in writing to the Secretary
of the Company on or before November 1 in any year for election at the next
annual meeting.
The board performed its nominating committee functions during the course of
regular meetings of the full board of directors in early 2000. The proxies will
be voted in favor of these nominees unless a contrary specification is made in
the proxy. All nominees have consented to serve as directors of the Company if
elected. However, if any nominee is unable to serve or for good cause will not
serve as a director, the persons named in the proxy intend to vote in their
discretion for a substitute who will be designated by the board of directors.
The board of directors recommends voting "For" electing the nominees.
NOMINEES FOR ELECTION AS DIRECTORS
Biographical information, including principal occupation and business
experience during the last five years, of each nominee for director is set forth
below. Unless otherwise stated the principal occupation of each nominee has been
the same for the past five years.
Director
Age Since
- --------------------------------------------------------------------------------
Thomas E. Congdon has served the Company as an officer and 73 1966
director since 1966, including service as its President and
Chief Executive Officer for more than 25 years. Mr. Congdon
is also a director, officer or general partner of a number
of family corporations and partnerships which produce iron
ore and agricultural products, manage marketable securities
and own and operate developed real estate.
- --------------------------------------------------------------------------------
Mark A. Hellerstein joined the Company in September 1991 and 47 1992
served as Executive Vice President and Chief Financial
Officer until May 1992, at which time he was elected
President and a director of the Company. Mr. Hellerstein was
elected Chief Executive Officer of the Company in May 1995.
He also served as Chairman of the Board of Summo Minerals, a
publicly traded copper mining company, from 1995 to 1998.
- --------------------------------------------------------------------------------
Ronald D. Boone has served the Company as Executive Vice 52 1996
President since 1990, as Chief Operating Officer since 1992
and as a director of the Company since 1996.
- --------------------------------------------------------------------------------
Larry W. Bickle is currently Managing Director of Haddington 54 1995
Ventures, L.L.C., a private company that invests in
midstream energy companies and assets. He is also a Director
of Unisource, Inc., the holding company for Tucson Electric.
He was the founder and was Chairman and Chief Executive
Officer of TPC Corporation, a public gas storage and
transportation company.
- --------------------------------------------------------------------------------
3
<PAGE>
Director
Age Since
- --------------------------------------------------------------------------------
David C. Dudley has served as Operating Manager of Dudley & 49 1986
Associates, LLC, Denver, Colorado, a closely-held oil and
gas exploration and production firm since 1983. Since 1985,
he has served as a member of the New York investment
advisory firm Dudley & Company LLC. In addition, since 1980
Mr. Dudley has served as a general partner of Greenhouse
Associates, a closely-held investment partnership.
- --------------------------------------------------------------------------------
William J. Gardiner was appointed to serve on the board of 46 1999
directors in December 1999, following St. Mary's acquisition
of King Ranch Energy. Mr. Gardiner is currently Vice
President - Chief Financial Officer of King Ranch, Inc.
Before his employment with King Ranch in 1996, Mr. Gardiner
served as Executive Vice President and Chief Financial
Officer of CRSS, Inc., a publicly traded independent power
producer. He was employed by CRSS for approximately 20
years.
- --------------------------------------------------------------------------------
Jack Hunt was appointed to serve on the board of directors 55 1999
in December 1999, following St. Mary's acquisition of King
Ranch Energy. Mr. Hunt is a director and the President and
Chief Executive Officer of King Ranch, Inc., having been
elected as a director in April 1995, and as President and
CEO in May 1995. He was employed for the prior fourteen
years by Tejon Ranch Co., a publicly held land development
and agribusiness company, serving as its president for nine
years.
- --------------------------------------------------------------------------------
R. James Nicholson has served as President of Nicholson 62 1987
Enterprises, Inc., a land development company since 1978.
Mr. Nicholson has also served as President of Renaissance
Homes, a residential home building company, since 1988. He
was elected Chairman of the Republican National Committee in
January 1997.
- --------------------------------------------------------------------------------
Robert L. Nance is President and Chief Executive Officer of 63 1999
Nance Petroleum Corporation, a wholly owned subsidiary of
St. Mary. He was appointed to the board in November 1999.
Mr. Nance also serves on the boards of MDU Resources Group,
Inc., First Interstate Bank - Montana, and the Petroleum
Technology Transfer Council as past Chairman.
- --------------------------------------------------------------------------------
Arend J. Sandbulte has served as a director of the Company 66 1989
since 1989. From 1964 to 1996, he was employed by Minnesota
Power & Light Company, a publicly-held, diversified energy
utility, most recently as its Chairman of the Board,
President and Chief Executive Officer, and continues as a
director of this utility, a position to which he was first
elected in 1983.
- --------------------------------------------------------------------------------
John M. Seidl currently serves as Chairman of CellNet Data 61 1994
Systems, a publicly-held provider of remote monitoring and
control network services. He is also Chairman of Language
Line Services Inc. of Monterrey, CA and MyHomeLink.com, an
Internet startup company headquartered in San Francisco. In
February 2000, CellNet Data Systems filed a voluntary
petition under Chapter 11 of the U.S. Bankruptcy Code as
part of a proposed acquisition of its assets.
- --------------------------------------------------------------------------------
4
<PAGE>
BOARD AND COMMITTEE MEETINGS
The full board of directors met six times during 1999. No director attended
less than 75% of the board and committee meetings held during the director's
tenure on the board and its committees.
The board has an audit, business plan, compensation and executive
committee. The following table sets forth the members of each committee and the
number of meetings held in 1999:
- ------------------------ -------- ---------------- -------------- -----------
Name Audit Business Plan Compensation Executive
- ------------------------ -------- ---------------- -------------- -----------
Larry W. Bickle X
- ------------------------ -------- ---------------- -------------- -----------
Ronald D. Boone
- ------------------------ -------- ---------------- -------------- -----------
Thomas E. Congdon X X
- ------------------------ -------- ---------------- -------------- -----------
David C. Dudley X X
- ------------------------ -------- ---------------- -------------- -----------
William J. Gardiner X
- ------------------------ -------- ---------------- -------------- -----------
Mark A. Hellerstein X X
- ------------------------ -------- ---------------- -------------- -----------
Jack Hunt X
- ------------------------ -------- ---------------- -------------- -----------
Robert L. Nance
- ------------------------ -------- ---------------- -------------- -----------
R. James Nicholson X X
- ------------------------ -------- ---------------- -------------- -----------
Arend J. Sandbulte X X* X* X
- ------------------------ -------- ---------------- -------------- -----------
John M. Seidl X*
- ------------------------ -------- ---------------- -------------- -----------
No. of Meetings in 1999 6 1 3 0
- ------------------------ -------- ---------------- -------------- -----------
* Chairperson
The audit committee assists the board in fulfilling its responsibilities
for financial reporting by the Company. The audit committee recommends the
engagement and discharge of independent auditors, reviews the quarterly
financial results and directs and supervises special investigations when
necessary. The committee reviews with independent auditors the audit plan and
the results of the audit, reviews the independence of the independent auditors,
considers the range of audit fees, and reviews the scope and adequacy of St.
Mary's system of internal accounting controls. Richard C. Kraus was a member of
this committee until November 15, 1999, the date of his resignation from the
board of directors, at which time Arend S. Sandbulte replaced him.
The business plan committee reviews and reports to the board on St. Mary's
long range financial planning, capital structure, capital expenditures and risk
management.
The compensation committee's primary function is to oversee the
administration of the Company's employee benefit plans and to establish the
Company's compensation policies. The compensation committee recommends to the
board the compensation arrangements for senior management and directors,
adoption of compensation plans in which officers and directors are eligible to
participate, and the granting of stock options or other benefits under
compensation plans. See the "Report of Compensation Committee" contained in this
proxy statement. Richard C. Kraus was chairman of this committee until his
resignation from the board of directors on November 15, 1999.
5
<PAGE>
The executive committee is vested with the authority to exercise the full
power of the board of directors, within established policies, in the intervals
between meetings of the board of directors. In addition to the general authority
vested in it, the executive committee may be vested with specific power and
authority by resolution of the board of directors.
Other than the following arrangements for Jack Hunt and William J.
Gardiner, there are no arrangements or understandings between any director and
any other person pursuant to which that director was or is to be elected. Under
the merger agreement for the acquisition by St. Mary of King Ranch Energy, Inc.
which was completed in December 1999, St. Mary agreed to:
o apppoint Mr. Hunt and Mr. Gardiner to the board of directors, and
o until March 31, 2001 use reasonable efforts at the time of each annual
meeting of stockholders to cause Mr. Hunt and Mr. Gardiner to be
elected to the board of directors.
DIRECTOR COMPENSATION
Employee directors do not receive additional compensation for serving on
the board of directors or any committee. Each non-employee director receives 600
shares of St. Mary common stock per year for serving as a director and is paid
$750 for each meeting attended. Non-employee directors serving on a committee
are paid $600 for each committee meeting attended and $375 for telephonic
meetings. Directors are reimbursed for expenses incurred in attending board and
committee meetings.
Members of the board of directors also participate in the Company's Stock
Option Plan. Non-employee directors currently receive a total number of non-tax
qualified options each year equal to the average number of options granted to
the two most senior employees of the Company divided by six. These options have
an exercise price equal to the fair market value of St. Mary common stock on the
date of grant and vest over a three-year period in the same manner as for
employee participants, except that the options of a director who retires after
five years of service shall become fully vested upon retirement. For 1999, each
non-employee director was granted under this arrangement an option to purchase
2,016 shares of St. Mary common stock at an exercise price of $24.75 per share.
6
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows beneficial ownership of shares of St. Mary common
stock as of April 3, 2000 by each director, each of the executive officers named
in the Summary Compensation Table, and all directors and executive officers as a
group. To the best of St. Mary's knowledge, as of April 3, 2000 there was no
beneficial owner of more than 5% of the outstanding shares of St. Mary common
stock.
<TABLE>
<CAPTION>
Shares
Beneficially Options
Owned Excluding Exercisable Total Shares Percent
Options Within 60 Days Beneficially Owned Beneficially
Name and Position of Beneficial Owner (1) Owned
- ----------------------------------------------- ----------------- ----------------- -------------------- -------------
<S> <C> <C> <C> <C>
Larry W. Bickle, Director 11,400 5,329 16,729 .1%
- ----------------------------------------------- ----------------- ----------------- -------------------- -------------
David C. Dudley, Director (2) 85,078 9,836 94,914 .7%
- ----------------------------------------------- ----------------- ----------------- -------------------- -------------
William J. Gardiner, Director 600 504 1,104 < .1%
- ----------------------------------------------- ----------------- ----------------- -------------------- -------------
Jack Hunt, Director 600 504 1,104 < .1%
- ----------------------------------------------- ----------------- ----------------- -------------------- -------------
R. James Nicholson, Director (3) 16,576 9,836 26,412 .2%
- ----------------------------------------------- ----------------- ----------------- -------------------- -------------
Arend J. Sandbulte, Director (4) 9,383 9,836 19,219 .1%
- ----------------------------------------------- ----------------- ----------------- -------------------- -------------
John M. Seidl, Director 6,100 6,435 12,535 .1%
- ----------------------------------------------- ----------------- ----------------- -------------------- -------------
Robert L. Nance, Director (5) 169,804 2,362 172,166 1.3%
- ----------------------------------------------- ----------------- ----------------- -------------------- -------------
Thomas E. Congdon, Chairman and Director (6) 87,081 50,661 137,742 1.0%
- ----------------------------------------------- ----------------- ----------------- -------------------- -------------
Mark A. Hellerstein, President, Chief 5,540 52,890 58,430 .4%
Executive Officer and Director
- ----------------------------------------------- ----------------- ----------------- -------------------- -------------
Ronald D. Boone, Executive Vice President, (7) 9,345 67,253 76,598 .6%
Chief Operating Officer and Director
- ----------------------------------------------- ----------------- ----------------- -------------------- -------------
Richard C. Norris, Vice President - Finance, 8,811 35,138 43,949 .3%
Secretary and Treasurer
- ----------------------------------------------- ----------------- ----------------- -------------------- -------------
Douglas W. York, Vice President - 2,000 10,038 12,038 .1%
Acquisitions and Engineering
- ----------------------------------------------- ----------------- ----------------- -------------------- -------------
Milam Randolph Pharo, Vice President - Land - 13,951 13,951 .1%
and Legal
- ----------------------------------------------- ----------------- ----------------- -------------------- -------------
All executive officers and directors as a 412,685 282,904 695,589 5.1%
group (15 persons including those named
above)
- ----------------------------------------------- ----------------- ----------------- -------------------- -------------
</TABLE>
_____________
(1) According to SEC rules, beneficial ownership includes shares as to which
the individual or entity has voting power or investment power and any
shares which the individual has the right to acquire within 60 days of
April 3, 2000 through the exercise of any stock option or other right.
(2) Includes 64,473 shares which represents 10% of the total number of shares
of common stock owned by Greenhouse Associates, in which Mr. Dudley is a
10% general partner.
(3) Includes 14,176 shares held by the defined benefit plan of a corporate
affiliate as to which Mr. Nicholson has voting and investment power.
(4) Includes 400 shares held of record by the spouse of Arend J. Sandbulte as
to which he may be deemed to be the beneficial owner.
(5) Includes 1,000 shares held of record by Ronan, Inc., a corporation
controlled by Robert L. Nance and 34,550 shares held of record by the
spouse of Mr. Nance.
6) Includes 12,205 shares held of record by the spouse of Thomas E. Congdon as
to which he may be deemed to be the beneficial owner. Thomas E. Congdon and
members of his extended family own approximately 23 percent of the
outstanding common stock of the Company. While no formal arrangements
exist, these extended family
7
<PAGE>
members may be inclined to act in concert with Mr. Congdon on matters
related to control of the Company or the approval of a significant
transaction.
(7) Includes 100 shares held of record by the spouse of Ronald D. Boone.
EXECUTIVE OFFICERS OF THE COMPANY
The following background information is provided on the Company's executive
officers.
Officer
Age Since
- --------------------------------------------------------------------------------
Thomas E. Congdon. Chairman. See "Nominees for Election as 73 1966
Directors."
- --------------------------------------------------------------------------------
Mark A. Hellerstein. President and Chief Executive Officer. 47 1991
See "Nominees for Election as Directors."
- --------------------------------------------------------------------------------
Ronald D. Boone. Executive Vice President and Chief 52 1990
Operating Officer. See "Nominees for Election as Directors."
- --------------------------------------------------------------------------------
Richard C. Norris. Vice President - Finance, Secretary and 45 1982
Treasurer. Mr. Norris joined the Company in 1982 as
Corporate Controller. In 1991 he was elected Vice President
- - Accounting and Administration and Treasurer and in 1999
was named Vice President - Finance and Secretary. He
received a B.S. degree in accounting from the University of
Colorado and a M.S. degree in Finance from the University of
Denver.
- --------------------------------------------------------------------------------
Milam Randolph Pharo. Vice President - Land and Legal. Mr. 44 1996
Pharo joined St. Mary in 1996 and was previously in private
practice as an attorney from 1977 to 1996, specializing in
oil and gas matters. His experience includes extensive title
examination work in the states of Colorado, Wyoming,
Montana, North Dakota, Nebraska, Kansas and Nevada. Mr.
Pharo received a B.A. degree from the University of Texas
and a J.D. degree from Southern Methodist University.
- --------------------------------------------------------------------------------
Douglas W. York. Vice President - Acquisitions and 39 1996
Engineering. Mr. York joined St. Mary in 1996. He was
previously employed with Meridian Oil Company as Regional
Engineer for the Denver Region and with ARCO Oil and Gas
Company in Planning and Evaluation in Dallas, Texas and as
Senior Reservoir Engineer for the Gulf Coast District in
Lafayette, Louisiana. Mr. York received a B.S. degree in
petroleum engineering from the University of Tulsa.
- --------------------------------------------------------------------------------
The executive officers of the Company serve at the pleasure of the Board of
Directors and do not have fixed terms. Executive officers generally are elected
at the regular meeting of the Board immediately following the annual
stockholders meeting. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board whenever in its judgment the best
interests of the Company will be served thereby without prejudice, however, to
contractual rights, if any, of the person so removed.
There are no family relationships, first cousin or closer, between any
executive officer or director. There are no arrangements or understandings
between any officer and any other person pursuant to which that officer was
elected.
8
<PAGE>
EXECUTIVE COMPENSATION
In addition to salaries, the Company has granted stock options to executive
management and selected other personnel. These individuals also participate with
other members of management in a net profits interest bonus plan and with
selected other employees in the prior stock appreciation rights ("SARs") plan.
All employees are eligible to participate in the Company's cash bonus plan. See
the "Report of the Compensation Committee on Executive Compensation" beginning
on page 11 of this proxy statement.
The following table sets forth the annual and long term compensation
received during each of the Company's last three years by the Chief Executive
Officer of the Company and by the four other highest compensated executive
officers of the Company during 1999.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- ----------------------------------------------------------------------------------------------------------------
Long-Term Compensation
Awards
--------------------------
Annual Compensation Restricted All Other
----------------------------
Name and Stock Options/ Compensation
Principal Position Year Salary($) Bonus Awards($) SARs (#) ($) (1)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mark A. Hellerstein 1999 $263,667 $399,890 (2) - 13,437 $ 10,000
President and Chief 1998 253,333 216,172 (2) - 14,976 10,000
Executive Officer 1997 235,000 410,167 (2) - 9,241 9,500
- ----------------------------------------------------------------------------------------------------------------
Ronald D. Boone 1999 211,000 326,103 (2) - 10,760 10,000
Executive Vice President 1998 202,667 193,074 (2) - 11,980 10,000
and Chief Operating Officer 1997 186,667 389,735 (2) - 7,372 9,500
- ----------------------------------------------------------------------------------------------------------------
Richard C. Norris 1999 122,208 138,380 (2) - 6,347 7,332
Vice President - Finance, 1998 111,500 102,775 (2) - 6,595 6,690
Secretary and Treasurer 1997 107,200 236,259 (2) - 4,129 6,432
- ----------------------------------------------------------------------------------------------------------------
Douglas W. York 1999 120,083 126,392 (2) - 6,545 7,205
Vice President -Acquisition 1998 106,667 41,050 - 6,336 6,400
and Engineering 1997 101,667 19,950 - 3,931 2,100
- ----------------------------------------------------------------------------------------------------------------
Milam Randolph Pharo 1999 127,000 79,225 (2) - 6,495 6,667
Vice President - Land and 1998 111,667 31,850 - 7,200 6,700
Legal 1997 103,333 29,350 - 4,066 6,200
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
____________
(1) Amounts consist of the Company's contribution to the 401(k) Savings Plan.
(2) In addition to cash bonuses, includes payments pursuant to the Company's
SAR Plan and Net Profits Interest Bonus Plan.
9
<PAGE>
Stock options granted to the Company's five highest compensated executive
officers during 1999 are set forth in the following two tables.
<TABLE>
<CAPTION>
1999 OPTION GRANTS
- ---------------------------------------------------------------------------------------------------------------------
Individual Grants
- -----------------------------------------------------------------------------------------
Percentage of Potential Realizable Value
Total at Assumed Annual Rates of
Options Granted Stock Price Appreciation
Number of to Employees Exercise Expiration for Option Term
Price
----------------------------
NAME Options Granted in 1999 Per Share Date 5% 10%
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mark A. Hellerstein 13,437 (1) 4.3% $24.75 12/31/09 $ 209,149 $ 530,024
- ---------------------------------------------------------------------------------------------------------------------
Ronald D. Boone 10,760 (1) 3.5% $24.75 12/31/09 167,481 424,430
- ---------------------------------------------------------------------------------------------------------------------
Richard C. Norris 6,347 (1) 2.0% $24.75 12/31/09 98,792 250,358
- ---------------------------------------------------------------------------------------------------------------------
Douglas W. York 6,545 (1) 2.1% $24.75 12/31/09 101,874 258,168
- ---------------------------------------------------------------------------------------------------------------------
Milam Randolph Pharo 6,495 (1) 2.1% $24.75 12/31/09 101,096 256,196
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
____________
(1) Stock options granted effective December 31, 1999 pursuant to the Company's
Stock Option Plan as described on page 12 of this proxy statement.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN 1999 AND
DECEMBER 31, 1999 OPTION/SAR VALUE
- -------------------------------------------------------------------------------------------------------------------
Number of Value of Unexercised
Unexercised Options/SARs In-the-Money
Shares Held at Options/SARs at
Acquired Value December 31, 1999 December 31, 1999 (1)
-----------------------------------------------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mark A. Hellerstein - - 29,783 57,585 $ 156,162 $ 176,149
- -------------------------------------------------------------------------------------------------------------------
Ronald D. Boone (2) 5,000 $ 61,000 53,900 45,872 510,774 140,138
- -------------------------------------------------------------------------------------------------------------------
Richard C. Norris - - 24,774 26,448 119,637 80,188
- -------------------------------------------------------------------------------------------------------------------
Douglas W. York - - - 18,822 - 39,600
- -------------------------------------------------------------------------------------------------------------------
Milam Randolph Pharo - - - 23,164 - 81,475
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
______________
(1) On December 31, 1999, the last reported sales price of St. Mary common
stock as quoted on the Nasdaq National Market System was $24.75.
(2) On November 1, 1990, the Company granted Mr. Boone an option to purchase
27,307 shares of St. Mary common stock at an exercise price of $3.30 per
share. The option expires ten years from the date of grant. In 1997 and
1999, 7,307 and 5000 shares, respectively, were exercised, leaving 15,000
shares remaining under this option as of December 31, 1999.
10
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The compensation committee of the board of directors administers the
Company's executive compensation programs. After consideration of the
compensation committee's recommendations, the full board of directors reviews
and approves the salaries of all elected officers, including those of the
executive officers named in the Summary Compensation Table on page 9. The
compensation committee is responsible for all other elements of executive
compensation, including cash bonuses, stock options, and the Net Profits
Interest Bonus. The compensation committee is also responsible for approving the
salaries of all officers, reviewing salary policies for all employees and
approving the amount and distribution of payments made under the Cash Bonus
Plan. In addition, the compensation committee reviews the performance of the
Company's pension and 401(k) plans with the trustees of the plans.
The goals of the Company's integrated executive compensation programs
include the following:
o Attract and retain talented management personnel.
o Encourage management to obtain superior returns for the Company's
stockholders.
o Promote preservation of the Company's capital base.
Salaries
In order to emphasize performance-based incentive compensation, base
salaries are targeted to be slightly below the median salary for the industry.
The compensation committee, with the assistance of management, determines the
salary ranges for various positions based on survey data from the Company's
industry peer group. The compensation committee then reviews management's
recommendations for executive salaries and the performance summaries on which
they are based. Final salary recommendations are made by the compensation
committee to the full board based on experience, sustained performance, and
comparison to peers inside and outside the Company.
Incentive Compensation
The Company also has established three compensation plans, which have the
potential to increase annual compensation if the economic performance of the
Company and its employees so warrants. These plans have certain specific
objectives.
1. The Net Profits Interest Bonus Plan is designed to reward the personal
contributions made by various management personnel to the Company's financial
success. Plan participants share in the net profits in proportion to their
relative weighted salaries during the year. Recognizing that the primary
incentive for profitable acquisitions and operations needs to be provided to the
most senior of the executive officers, the salaries of the president and the
executive vice president are weighted at 100% and the salaries of all other
participants are weighted at two-thirds of actual base salary or less.
11
<PAGE>
2. The Stock Option Plan is intended to reward executive management of the
Company for long-term increases in the value of the Company's stock. The Stock
Option Plan focuses on appreciation of the market price of the Company's stock
over a five-year period. As presently implemented by the board, generally if the
average stock appreciation during this period is 15% per year, then the persons
granted stock options at the beginning of the period will, at the end of five
years, have the opportunity to receive an amount equal to 100% of their base
salary at the time the stock option was granted. This Stock Option Plan is
designed to encourage management's concern for long-term appreciation of the
stockholders' interest. In addition, an Incentive Stock Option Plan ("ISO Plan")
has been established as a companion option plan with the Stock Option Plan. The
ISO Plan is an alternative to the above-described Stock Option Plan for those
employees designated by the board of directors to be granted stock options, with
such employees electing at the time of grant whether the options to be granted
shall be non-tax qualified options granted under the above-described Stock
Option Plan or incentive stock options granted under the ISO Plan.
3. The Company also has established a Cash Bonus Plan. Each year the board
of directors evaluates the overall performance of the Company for the year and
with the assistance of management determines the total cash bonus available to
be allocated to employees. The proportional participation of each designee is a
function of his or her performance during the year. The maximum bonus a
participant can receive for a given year is limited to 50% of their base salary
received for such year.
Compensation of the Chief Executive Officer
The compensation of Mark A. Hellerstein, President and Chief Executive
Officer, consisted of the same components and criteria as other executive
officers including base salary, cash bonus, net profits interest bonus and stock
options. His base salary is reviewed annually by the Committee and is targeted
to be slightly below the median salary for the industry with a greater emphasis
on incentive compensation tied to Company performance. Mr. Hellerstein's base
salary in 1999 increased $11,000 or 4% over 1998. His total bonuses increased by
approximately $184,000 in 1999 compared to 1998 primarily as a result of net
profits bonus payments and a $62,000 increase in cash bonuses resulting from St.
Mary's favorable 1999 performance. The Company's total reserves increased 74% at
a low replacement cost of $.54 per equivalent Mcf. St. Mary also replaced 541%
of its 1999 production. Mr. Hellerstein was granted stock options in 1999 using
the same formula as that used for all other employees.
Conclusion
The Company's executive compensation is linked to individual and corporate
performance and stock price appreciation. Base salaries are set below the median
for the industry so that incentivized compensation can have its intended effect.
The compensation committee plans both to continue the policy of linking
executive compensation to individual and corporate performance and returns to
stockholders and to provide a cash bonus incentive to key employees which will
provide performance motivation independent of the ups and downs of the oil and
gas industry's business cycle.
Arend J. Sandbulte, Chairman
William J. Gardiner
R. James Nicholson
April 4, 2000
12
<PAGE>
RETIREMENT PLANS
Pension Plan
The Company's Pension Plan is a qualified, non-contributory defined benefit
plan, which is available to substantially all employees. This Plan was amended
in 1994 to conform with the changes required by the Tax Reform Act of 1986 and
to reduce the plan formula. The Company also has a supplemental pension plan for
certain executive officers to provide for benefits in excess of Internal Revenue
Code limits.
The qualified plan provides a benefit after 25 years of service equal to
35% of final average compensation, subject to Internal Revenue Code limits.
Final average compensation is the average of the highest 3 consecutive years of
the 10 years preceding termination of employment. For each named executive
officer, the level of compensation used to determine benefits payable under the
qualified pension plan is such officer's average of the base salaries (excluding
bonus) shown in the Summary Compensation Table.
The supplemental plan provides executives hired prior to 1995, after
completing 15 years of service and reaching age 65, a benefit equal to 40% of
final average compensation plus 37% of final average compensation integrated
with the social security wage base without regard to compensation limitations
provided under the qualified plan less the benefit provided by the qualified
plan. For executives hired after 1994, the supplemental benefit is calculated
using the formula for the qualified plan without the limitation imposed by
Section 415 of the Internal Revenue Code, less the benefit provided by the
qualified plan.
The following table shows the estimated maximum annual benefits payable
upon retirement at age 65 as a straight life annuity to participants in the
Pension Plans for the indicated levels of average annual compensation and years
of service.
Estimated Annual Pension Estimated Annual Pension
Benefits for Executives Benefits for Executives
Hired before 1995 with > Hired after 1995 with >
Remuneration 15 years of Service 25 years of Service
- ---------------- ---------------------------- ----------------------------
$100,000 $ 65,234 $ 35,000
- ---------------- ---------------------------- ----------------------------
150,000 103,734 52,500
- ---------------- ---------------------------- ----------------------------
200,000 142,234 70,000
- ---------------- ---------------------------- ----------------------------
250,000 180,734 87,500
- ---------------- ---------------------------- ----------------------------
300,000 219,234 105,000
- ---------------- ---------------------------- ----------------------------
350,000 257,734 122,500
- ---------------- ---------------------------- ----------------------------
As of December 31, 1999, the named executive officers have the following years
of credited service:
Mark A. Hellerstein 8
Ronald D. Boone 9
Richard C. Norris 17
Milam Randolph Pharo 4
Douglas W. York 3
13
<PAGE>
401(k) Plan
The Company's 401(k) Profit Sharing Plan is a defined contribution pension
plan subject to the Employee Retirement Income Security Act of 1974. The 401(k)
Plan allows eligible employees to contribute up to nine percent of their income
on a pre-tax basis through contributions to the 401(k) Plan. The Company matches
each employee's contributions up to six percent of the employee's pre-tax
income. The Company also may contribute additional funds to the 401(k) Plan each
year in its discretion. Company contributions vest over an employee's first five
years of employment.
PERFORMANCE GRAPH
The following performance graph compares the cumulative total stockholder
return on St. Mary's common stock for the period December 31, 1994 to December
31, 1999 with the cumulative total return of the Standard Industrial
Classification Code for Crude Petroleum and Natural Gas and the Standard &
Poor's 500 Stock Index. The SIC Code for Crude Petroleum and Natural Gas is
1311. The identities of the companies included in the index will be provided
upon request.
[GRAPH APPEARS HERE]
Assumes $100 invested on December 31, 1994 in St. Mary Land & Exploration
Company, SIC Code Index for Crude Petroleum and Natural Gas and S&P 500 Stock
Index.
*Total return assumes reinvestment of dividends.
14
<PAGE>
EMPLOYMENT AGREEMENTS AND TERMINATION OF
EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
On September 1, 1991, the Company entered into an employment agreement with
Mr. Hellerstein. His current salary is $271,000 per year. Compensation is
reviewed annually. Mr. Hellerstein participates in the Company's benefit plans
and is entitled to bonuses and incentive compensation as determined by the board
of directors and the Chairman of the Company. The agreement is terminable at any
time upon 30 days' notice by either party. Upon termination of the agreement by
the Company for any reason whatsoever (other than death, disability or
misconduct by Mr. Hellerstein), the Company is obligated to continue to pay his
compensation, including insurance benefits, for a period of one year.
The Company has established a change in control executive severance policy
where officers of the Company, including the officers named in the Summary
Compensation Table, will receive severance payments in the event a change of
control of the Company results in the voluntary or involuntary termination of
their employment. The severance payments equal one to two and one-half years
annual base salary depending on the position and length of time employment
continues after the change in control. In addition, all insurance and fringe
benefits will be provided for a period of one year.
A change of control is defined as (i) an acquisition of more than fifty
percent of the common stock or assets of the Company pursuant to a
reorganization, merger or consolidation of the Company or (ii) a change in more
than fifty percent of the composition of the board of directors of the Company
other than as a result of the election of new members of the board of directors
by a vote of the incumbent members of the board of directors or by shareholders
of the Company pursuant to the recommendation of the incumbent members of the
board of directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Set forth below is a description of transactions entered into between the
Company and certain of its officers and directors during the last last fiscal
year. Certain of these transactions will continue in effect and may result in
conflicts of interest between the Company and such individuals. Although these
persons may owe fiduciary duties to the Company and its stockholders, we cannot
assure you that conflicts of interest will always be resolved in favor of the
Company.
R. James Nicholson has served as a director of the Company since 1987. He
is also active in the real estate business. See "Nominees". Mr. Nicholson owns a
17% interest in a 40-acre parcel subject to a preferential distribution right in
favor of Parish Corporation (a wholly-owned subsidiary of the Company) in the
amount of $1,265,000.
As a result of their prior employment by Anderman/Smith, Ronald D. Boone
and two other Vice Presidents own working interests and royalty interests in
many of the Company's properties, earned as part of two Anderman/Smith employee
benefit programs and from other Anderman/Smith entities in which they
participated. They have no royalty participation in any new Company properties.
Mr. Boone also owns 50% of Princeton Resources Ltd. and has a 33% interest
in Baron Oil Corporation, entities which manage oil and gas working and royalty
interests which he acquired as a result of his Anderman/Smith employment. While
another former Anderman/Smith employee
15
<PAGE>
manages these corporations, Mr. Boone participates in their investment
decisions. The board of directors has approved Mr. Boone's involvement in
Princeton Resources and Baron Oil.
From time to time, David C. Dudley, a director of the Company, offers the
Company the right to participate in lease acquisition, exploration and
development prospects in which Mr. Dudley's firm has an interest. The Company
currently is not participating in any such prospect.
During 1993 and 1994 the Company and others, having reserved to themselves
the maximum working interest desired by each of them, sought to obtain the
participation of outside parties in the drilling of an exploratory well on the
Patterson Prospect in Louisiana. During 1994, in an effort to obtain the
required amount of outside participation, the board of directors approved
participation by any officer, employee or director who wished to acquire a
portion of the available working interest on a promoted basis. Thomas E.
Congdon, Dudley & Associates, LLC and Ronald D. Boone (through Princeton
Resources Ltd.) all participated. A dry well was drilled in early 1995. The
Company and its partners believe that the area remains prospective and plan to
test a new prospect during 2000.
In June 1999, St. Mary acquired Nance Petroleum Corporation through the
issuance of 259,494 shares of St. Mary common stock valued at $3.1 million and
the assumption of $3.2 million in debt. Robert L. Nance, who was appointed to
the board of directors in November 1999 and is a nominee for election as
director, and members of his immediate family were the principal stockholders of
Nance Petroleum and received a total of 229,290 shares of St. Mary common stock
in the acquisition. In addition, Mr. Nance is an executive officer and director
of Nance Petroleum.
In December 1999, St. Mary acquired King Ranch Energy, Inc. through the
issuance of 2,666,187 shares of St. Mary common stock to the stockholders of
King Ranch, Inc., the former parent company of King Ranch Energy and a party to
the related merger agreement. The shares of St. Mary common stock issued in the
acquisition were valued at $52.8 million. Jack Hunt and William J. Gardiner, who
were appointed to the board of directors in December 1999 and are nominees for
election as directors, are executive officers of King Ranch. In addition, Mr.
Hunt is a director of King Ranch.
The Company's By-Laws provide that no director may pursue a business or
investment opportunity for himself if he has obtained knowledge of such
opportunity through his affiliation with the Company, provided that the Company
is interested in pursuing such opportunity and is financially or otherwise able
to pursue the opportunity. Moreover, no officer or employee of the Company may
pursue for his own account an oil and gas opportunity unless (a) with respect to
an officer of the Company, the interest has been approved by the board of
directors and (b) with respect to a non-officer of the Company, such interest of
the employee has been approved by a senior officer of the Company with full
knowledge of such opportunity. These restrictions do not apply to the
acquisition of less than one percent of the publicly traded stock of another
company as long as the Company is not at such time engaged in any present or
pending transaction with the other company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under U.S. securities laws, directors, executive officers and persons
holding more than 10% of St. Mary common stock must report their initial
ownership of the common stock and any changes in that ownership in reports which
must be filed with the SEC and St. Mary. The SEC has
16
<PAGE>
designated specific deadlines for these reports and St. Mary must identify in
this proxy statement those persons who did not file these reports when due.
Based solely on a review of reports filed with the Company, all directors
and executive officers timely filed all reports regarding transactions in the
Company's securities required to be filed for 1999 by Section 16(a) under the
Securities Exchange Act of 1934, except that as a result of travel director
Thomas E. Congdon was unable to return a Company questionnaire in a timely
fashion which resulted in the late filing of an SEC Form 5 reporting one exempt
transaction and due to an administrative oversight an SEC Form 3 to report the
initial ownership of Robert L. Nance was filed late. These forms were filed as
soon as practical after the oversights were discovered.
INDEPENDENT ACCOUNTANTS
The board of directors has selected Arthur Andersen LLP as the independent
public accountants to audit the financial statements of St. Mary for its 2000
fiscal year. Arthur Andersen LLP has served as St. Mary's independent
accountants since 1997 and is familiar with its business and financial
procedures. To the knowledge of management, neither this firm nor any of its
members has any direct or material indirect financial interest in St. Mary nor
any connection with St. Mary in any capacity other than as independent public
accountants. A representative of Arthur Andersen LLP is expected to be present
at the annual meeting and will have an opportunity to make a statement if they
desire to do so and to respond to appropriate questions.
FUTURE STOCKHOLDER PROPOSALS
Any St. Mary stockholder proposal for the annual meeting of stockholders in
2001 must be received by St. Mary by November 1, 2000 for the proposal to be
included in the St. Mary proxy statement and form of proxy for that meeting. If
notice of a proposal for which a stockholder will conduct his or her own proxy
solicitation is not received by St. Mary by March 1, 2001, proxies solicited by
the St. Mary board of directors may use their discretionary voting authority
when the matter is raised at the meeting, without including any discussion of
the matter in the proxy statement.
OTHER MATTERS
Management does not know of any other matters to be brought before the
annual meeting of stockholders. If any other matters not mentioned in this proxy
statement are properly brought before the meeting, the individuals named in the
enclosed proxy intend to use their discretionary voting authority under the
proxy to vote the proxy in accordance with their best judgment on those matters.
By Order of the Board of Directors
/s/ RICHARD C. NORRIS
---------------------
Richard C. Norris
Secretary
April 10, 2000
17
<PAGE>
Appendix A
[Front]
PROXY ST. MARY LAND & EXPLORATION COMPANY PROXY
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203
This Proxy is Solicited on Behalf of the Board of Directors
For the Annual Meeting of Stockholders on May 17, 2000
The undersigned hereby appoints Mark A. Hellerstein and Richard C. Norris,
or either of them, each with the power to appoint his substitute, as proxies for
the undersigned to vote all shares of St. Mary Land & Exploration Company common
stock which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held on May 17, 2000, and at any reconvened meeting after any
adjournment thereof, as directed on the matter referred to below and at their
discretion on any other matters that may properly be presented at the meeting.
ELECTION OF DIRECTORS
Management has nominated the following eleven persons to stand for election
as directors. The St. Mary board of directors recommends a vote "For" all of the
nominees. As of the date of the accompanying proxy statement no one has been
nominated to serve as director other than the nominees by management.
[ ] FOR all nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD authority to vote for all nominees listed below
Larry W. Bickle William J. Gardiner R. James Nicholson
Ronald D. Boone Mark A. Hellerstein Arend J. Sandbulte
Thomas E. Congdon Jack Hunt John M. Seidl
David C. Dudley Robert L. Nance
(INSTRUCTIONS: Mark only one box. To withhold authority to vote for any
individual nominee, write that nominee's name in the following space:
______________________________________________________________________________ )
<PAGE>
[Back]
This proxy when properly executed will be voted in the manner directed by
the undersigned stockholder.
If this proxy is properly executed but no voting direction is given, this
proxy will be voted "For" all director nominees listed on this proxy.
This proxy also confers discretionary authority to the proxies to vote on
any other matters that may properly be presented at the meeting. As of the date
of the accompanying proxy statement, St. Mary management did not know of any
other matters to be presented at the meeting. If any other matters are properly
presented at the meeting, this proxy will be voted in accordance with the
recommendations of St. Mary management.
Please sign exactly as your name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the president or other
authorized officer. If a partnership or limited liability company, please sign
in such name by an authorized person.
Please complete, date and sign this proxy card and return it promptly in
the accompanying envelope.
Dated: __________________________, 2000
_______________________________________
Signature
_______________________________________
Signature (if held jointly)
