<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by 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 Materials Pursuant to (S) 240.14a-11(c) or (S)240.14a-12
Alliance Resources PLC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Not Applicable
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] 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:
2) Aggregate number of securities to which transaction applies:
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 is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[_] Fee paid previously by written 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
ALLIANCE RESOURCES PLC
Kingsbury House, 15-17 King Street
London SW1Y 6QU
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 5, 1999
To the Shareholders of
Alliance Resources PLC:
This is your notice that the Ninth Annual General Meeting of Alliance
Resources PLC, a public limited company organized under the laws of England and
Wales (the "Company"), will be held on Friday, March 5, 1999, beginning at 9:00
a.m., United Kingdom time, at the offices of the Company, Kingsbury House, 15-17
King Street, London SW1Y 6QU, to transact the following business:
Ordinary Resolutions
1. To receive and adopt the report of the Directors and the audited
financial statements for the year ended April 30, 1998.
2. To re-elect Michael Humphries as a Director of the Company, who
was appointed since the last Annual General Meeting.
3. To appoint KPMG Audit Plc auditors to hold office until the
conclusion of the next general meeting at which accounts are laid
before the Company at a remuneration to be fixed by the
Directors.
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Please sign, date and mail the enclosed proxy card promptly in the postage-
paid envelope that has been provided to you for your convenience. To be valid,
the enclosed proxy card must be completed, signed and returned so that it
arrives at the Company's registrars not later than 9:00 a.m. on March 3, 1999.
You are cordially invited to attend the meeting. Whether or not you expect
to attend the meeting in person, however, you are urged to mark, sign, date, and
mail the enclosed form of proxy promptly so that your shares of stock may be
represented and voted in accordance with your wishes and in order that the
presence of a quorum may be assured at the meeting. If you should attend and be
present at the Meeting, you may vote in person if you wish, even if you have
previously returned your proxy card.
BY ORDER OF THE BOARD OF DIRECTORS
Francis M. Munchinski
Assistant Secretary
Tulsa, Oklahoma
February 10, 1999
<PAGE>
ALLIANCE RESOURCES PLC
Kingsbury House, 15-17 King Street
London SW1Y 6QU
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 5, 1999
Alliance Resources PLC, (the "Company") is delivering this proxy statement
to its shareholders of record in the United States and Canada in connection
with the solicitation by order of the Board of Directors of the Company of
proxies to be voted at the Annual General Meeting of the Company to be held on
Friday, March 5, 1999 (the "Meeting"), at the time and place and for the
purposes set forth in the accompanying Notice of Annual General Meeting of
Shareholders and at any adjournment(s) thereof. When proxies in the
accompanying form are properly executed and received, the shares represented
thereby will be voted at the Meeting in accordance with the directions noted
thereon; if no direction is indicated, such shares will be voted for the
election of the director nominee named in this Proxy Statement pursuant to
Proposal 2 set forth in the Notice, in favor of Proposal 1 and Proposal 3 set
forth in the Notice, and the proxies will use their discretion with respect to
any matters referred to in Proposal 4 set forth in the Notice.
Management does not intend to present any business at the Meeting for a
vote other than the matters set forth in the Notice and has no information that
others will do so. If other matters requiring a vote of the shareholders
properly come before the Meeting, it is the intention of the persons named in
the accompanying form of proxy to vote the shares represented by the proxies
held by them in accordance with their judgment on such matters.
In addition to the solicitation of proxies by use of the mail, officers and
regular employees of the Company may solicit the return of proxies, either by
mail, telephone, telegraph, or through personal contact. Such officers and
employees will not be additionally compensated but will be reimbursed for out-
of-pocket expenses. Brokerage houses and other custodians, nominees, and
fiduciaries will, in connection with ordinary shares registered in their names,
be requested to forward solicitation material to the beneficial owners of such
ordinary shares.
The cost of preparing, printing, assembling, and mailing the Notice, this
Proxy Statement, and the enclosed form of proxy, as well as the cost of
forwarding solicitation materials to the beneficial owners of ordinary shares of
the Company (the "Shares") and other costs of solicitation, will be borne by the
Company.
Any shareholder giving a proxy may revoke it at any time, provided written
notice of such revocation is received by the Secretary of the Company before
such proxy is voted; otherwise, if received in time, properly completed proxies
will be voted at the meeting in accordance with the instructions specified
thereon. Shareholders attending the Meeting may revoke their proxies and vote
in person. Mere attendance at the Meeting will not of itself revoke the proxy.
This Proxy Statement and accompanying form of proxy are being mailed on or
about February 10, 1999. The Company's proxy statement, dated July 13, 1998
(the "July 13 Proxy Statement") includes all the information required in an
Annual Report, including financial statements, for the fiscal year ended April
30, 1998, and the July 13 Proxy Statement has been previously sent to the
Company's shareholders in the U.S. and Canada or accompanies this Proxy
Statement. If, however, you would like another copy of the July 13 Proxy
Statement, the Company will provide you with a copy, without charge, upon
written or oral request to the Company to the attention of Bree M. Stewart, at
the Company's U.S. Corporate offices at 4200 East Skelly Drive, Suite 1000,
Tulsa, Oklahoma 74135, or by telephone at (918) 491-1100.
QUORUM AND VOTING
To be valid, the enclosed proxy card must be completed, signed and returned
so that it arrives at the Company's registrars not later than 9:00 a.m. on March
3, 1999, which is also the record date for determining shareholders entitled to
vote at the meeting. As of February 1, 1999, there were 47,487,142 ordinary
shares and 10,000,000 convertible restricted
<PAGE>
voting shares of the Company issued and outstanding. The presence of two persons
entitled to vote on the business to be transacted, each being a shareholder or a
proxy for a shareholder or a duly authorized representative of a corporation
that is a shareholder, is necessary to constitute a quorum at the meeting.
Shares represented by proxies marked "abstain" and broker non-votes are not
considered present at the meeting and are not counted towards a quorum. In
deciding all questions, a holder of ordinary shares will be entitled to one
vote, and a holder of convertible restricted voting shares will be entitled to
one-half of a vote, in person or by proxy, for each share in the shareholder's
name on the record date. Shareholders have no cumulative voting rights.
In order to be elected as a director, the nominee must receive the
affirmative vote of a majority of the votes of those persons present at a
meeting at which there is a quorum. Approval of each of the other matters
requires the affirmative vote of at least a majority of the votes present at the
meeting and entitled to vote on, and voted for or against, such matter.
Abstentions and broker non-votes are not counted in determining the number of
shares voted for or against any proposal.
As of the date of this Proxy Statement, the Board of Directors knows of no
other business that will be presented for action by the shareholders at this
meeting. However, if other proper matters are brought before the meeting, a
vote may be cast pursuant to the accompanying proxy in accordance with the
judgment of the proxy holders.
PRINCIPAL SHAREHOLDERS AND SHARE OWNERSHIP OF MANAGEMENT
The following table sets forth certain information, as of February 1, 1999,
with respect to the beneficial ownership of Shares (i) by any person or "group,"
as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934,
known to the Company to own beneficially more than 5% of the outstanding Shares,
(ii) by each director of the Company, including executive directors, of the
Company named in the Summary Compensation Table, and (iii) by all directors,
including executive directors, of the Company as a group. Except as otherwise
indicated, each of the persons named below is believed by the Company to possess
sole voting and investment power with respect to the Shares beneficially owned
by such person.
<TABLE>
<CAPTION>
Name and Address of Shares Owned Percent Owned
Beneficial Owner(1) Beneficially Beneficially
- ------------------ --------------- -------------
<S> <C> <C>
John A. Keenan................................................................... 1,390,000(2) 2.6%
Paul R. Fenemore................................................................. 870,000(3) 1.7%
Michael E. Humphries............................................................. - -
William J.A. Kennedy............................................................. 4,125 *
M. Philip Douglas................................................................ 99,583 *
John R. Martinson................................................................ 778,987(4) 1.5%
Christopher R.L. Samuelson....................................................... - -
Enron Reserve Acquisition Corp. (5).............................................. 3,239,708 6.2%
LaSalle Street Natural Resources Corporation(6).................................. 7,179,519 12.3%
EnCap Equity 1996 Limited Partnership(7)......................................... 11,250,000 21.4%
Energy Capital Investment Company PLC(8)......................................... 3,750,000 7.1%
EnCap Investments L.C.(9)........................................................ 15,545,454 29.6%
All Directors, including executive directors, of Alliance as a group
(7 persons) (2), (3), (4)...................................................... 3,972,695 5.7%
</TABLE>
- --------------------
* Less than 1%
2
<PAGE>
(1) All of the Company's directors may be contacted at Kingsbury House, 15-17
King Street, London SW1Y 6QU.
(2) Includes options to purchase 1,290,000 Shares granted pursuant to the
Company's executive share option plans.
(3) Consists of options to purchase 870,000 Shares granted pursuant to the
Company's executive share option plans.
(4) Includes presently exercisable warrants to purchase 374,877 Shares held by
Wood Roberts, Inc., a corporation under the control of Mr. Martinson and
presently exercisable warrants to purchase 218,334 Shares held by Wood
Roberts, LLC, a Texas limited liability company 50% owned by Mr. Martinson.
(5) The address of Enron Reserve Acquisition Corp. is 1400 Smith Street,
Houston, Texas 77002.
(6) Consists of 1,500,000 Shares, convertible loan notes and immediately
exercisable warrants convertible into or exercisable for 2,404,519 Shares
issued to an affiliate of Bank of America and warrants to purchase
3,275,000 Shares at a price of 1p per share. The address of LaSalle Street
Natural Resources is 231 S. LaSalle Street, Chicago, Illinois 60697.
(7) The address of EnCap Equity 1996 Limited Partnership is 1100 Louisiana,
Suite 3150, Houston, Texas 77002. EnCap Equity 1996 Limited Partnership
shares voting and dispositive power with EnCap Investments L.C., its
general partner.
(8) The address of Energy Capital Investment Company PLC is c/o Aberdeen Asset
Management, 1 Bow Churchyard, Cheapside, London EC4M 9HH, England. Energy
Capital Investment Company PLC shares dispositive and voting power over
these shares with EnCap Investments L.C.
(9) The address of EnCap Investments L.C. is 1100 Louisiana, Suite 3150,
Houston, Texas 77002. EnCap Investments L.C. shares dispositive and voting
power over 15,000,000 of these shares with EnCap Equity 1996 Limited
Partnership and Energy Capital Investment Company PLC.
In addition to the interests set out above, John A. Keenan is interested in
45,000 Shares held in the name of Diamond Securities Limited and 102,500 Shares
held in the name of Havensworth Limited by virtue of having proxy over the
voting rights attached to these Shares pending their sale, as required by a
settlement of legal proceedings with the former Managing Director of the Company
in August 1996.
RECEIPT AND ADOPTION OF AUDITED FINANCIAL STATEMENTS
(Proposal 1)
Under U.K. law, each company is required to present at a shareholders'
meeting copies of the company's audited annual financial statements, a report of
the directors and the report of the auditors on those financial statements.
Copies of the Company's audited financial statements for the year ended April
30, 1998 were mailed to shareholders on September 22, 1998 and a copy will be
presented at the meeting. Shareholders are being asked to adopt the financial
statements. Adoption merely means that the shareholders acknowledge that the
financial statements have been distributed and presented at the meeting; it does
not in anyway waive or limit any rights shareholders may have with respect to
the financial statements. Because adoption of the financial statements is a
routine item for U.K. companies, the Board of Directors has not considered any
course of action if the financial statements are not approved.
ELECTION OF DIRECTORS
(Proposal 2)
General
The Board of Directors' nominees for the office of director is Michael
Humphries. Mr. Humphries is currently a director of the Company. Directors are
elected for a three-year term. Christopher Samuelson, whose term as director
expires at the Annual General Meeting, will not be standing for re-election.
3
<PAGE>
Executive Directors and Non-executive Directors
The names, current ages and positions of the Non-executive Directors and
Executive Directors of the Company and the annual general meeting at which their
respective terms of office will expire (assuming, in the case of Mr. Humphries,
that he is elected) are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
John A. "Jak" Keenan...................... 44 Chairman and Managing Director
Paul R. Fenemore.......................... 43 Operations and Business Development Director
Michael E. Humphries...................... 42 Non-executive Director (Interim Finance Director)
William J. A. Kennedy..................... 59 Non-executive Director (Chairman of the Audit Committee)
M. Philip Douglas......................... 59 Non-executive Director (Chairman of the Remuneration Committee)
John R. Martinson......................... 63 Non-executive Director
Christopher R.L. Samuelson................ 52 Non-executive Director
</TABLE>
Business Histories of Executive Directors and Non-Executive Directors
Executive Directors
John A. "Jak" Keenan is the Chairman and Managing Director of Alliance. He
is a U.S. citizen and a doctor of law. He has worked in the oil industry since
1976 and was successively first vice president of corporate development, chief
operating officer and director and president of the oil and gas division of
Great Western Resources, Inc. He resigned his position at Great Western
Resources, Inc. in August 1995 and accepted a position at the law firm of
Jenkens & Gilchrist in Houston, Texas, where he specialized in oil and gas
transactions. In February 1996, Mr. Keenan left Jenkens & Gilchrist to assume a
role overseeing Alliance's U.S. operations. He was elected a director of
Alliance in April 1996 and appointed Managing Director in May 1996 and Chairman
in December 1997. Mr. Keenan has been involved in the oil and gas business for
over 22 years.
Paul R. Fenemore is the Operations and Business Development Director of
Alliance. He is a citizen of the United Kingdom and he has a B.S. degree in
combined science and a M.S. degree in marine geotechnics. He has extensive
experience in detailed technical and economic evaluations of exploration and oil
field appraisal and development projects and project management and has held
several technical and senior management positions with Gulf Oil Corporation,
Amoco Europe and West Africa Limited, Amerada-Hess UK Limited, Hamilton Brothers
(UK) Limited, CSX Oil and Gas Corporation, Cairn Energy PLC and Hunting Surveys
Limited. From January 1993 until December 1995, Mr. Fenemore served as Managing
Director of Spectron Petroleum Limited, a petroleum consulting company. Mr.
Fenemore also served as director of Anglo Resources Limited, an oil and gas
exploration and development company, from January 1993 until December 1994. Mr.
Fenemore was appointed to the Board in May 1996 as Operations and Business
Development Director. Mr. Fenemore has been involved in the oil and gas
business for over 21 years.
Non-executive Directors
Michael E. Humphries is an non-executive Director of Alliance and was
recently appointed the Interim Finance Director of Alliance. He resides in the
United States and is a citizen of the United Kingdom. Having begun his career
at Britoil Plc, he has spent 16 years working in the international oil and gas
arena and since February 1996 has been a Senior Vice President of Rothschild
Natural Resources, LLC, an affiliate of N.M. Rothschild & Sons Limited, based in
Washington D.C., where he has responsibility for Rothschild's oil and gas
activities in North America. From January 1994 until May 1995, Mr. Humphries
served in a position with NatWest Markets, and from May 1995 until December
1995, served as a consultant to Petroleum Finance Company. He joined the Board
of Alliance in December 1997 and was appointed Interim Finance Director in
November 1998.
4
<PAGE>
William J. A. Kennedy is a non-executive Director of Alliance. He is a
Canadian citizen. After 25 years experience in the investment industry he became
vice president of a major conglomerate, Crownx, Inc. For the past nine years
he has operated a management consulting service under his own name and sits on
the board of two public Canadian companies, Aur Resources, Inc. and AVL
Information Systems, Inc. Since June 1998, he has also served as Chief
Executive Officer of Lax Technologies, Inc., a private manufacturing company.
He joined the board of Alliance in January 1994.
M. Philip Douglas is a non-executive Director of Alliance. He was a
director and head of international investment at Morgan Grenfell for 16 years
and was a director of G T Management. Mr. Douglas was a director of Unimed plc,
a pharmaceutical research and development company, from June 1994 until January
1998. He also has a number of other non-executive directorships in public and
private companies. He joined the board of Alliance in November 1993.
John R. Martinson is a non-executive Director of Alliance. He is a U.S.
citizen. He was a director of LaTex from May 1995 until April 1997, having
served as a consultant to that Company since 1994. He is managing director of
Wood Roberts, LLC, where he has been engaged in financial consulting since
January 1989. From 1973 to 1988 Mr. Martinson was an independent oil and gas
entrepreneur. Previously, he was with Kidder Peabody & Co., Oppenheimer & Co.
and Mobil Corporation. He joined the board of Alliance in May 1997.
Christopher R. L. Samuelson joined the Board as a non-executive director in
April 1996. He has an extensive background in investment management and banking
and currently holds the position of Group Chief Executive of Valmet, a large
international trust company with whom he has been associated for the last twelve
years. He also holds a wide number of directorships around the world. Mr.
Samuelson is a citizen of the United Kingdom.
Directors are elected by the shareholders of Alliance and hold office until
their earlier death, resignation, retirement, disqualification or removal. The
directors may at any time appoint additional directors who will hold office
until the next annual general meeting of Alliance, when they will be eligible
for re-election. One-third of the non-executive directors retire from office at
each annual general meeting of Alliance but are eligible for re-election. The
Board may appoint any director to the office of Managing Director or other
executive office upon such terms and for such period as they think fit.
No family relationships exist among the directors or executive officers of
Alliance or its subsidiaries.
Except as indicated above, none of the directors of the Company is a
director of any other company that has a class of securities registered pursuant
to Section 12 of the Exchange Act, or that is subject to the requirements of
Section 15(b) of the Exchange Act, or any company registered as an investment
company under the Investment Company Act of 1940.
Other Key Employees and their Business History
In addition to the Executive Directors, the Company employs two senior
executives. The names, current ages and positions of these other key employees
are as follows:
Name Age Position
---- --- --------
Francis M. Munchinski 44 General Counsel
Robert E. Schulte 40 Controller
Francis M. Munchinski is the General Counsel of Alliance. He is a U.S.
citizen and a doctor of law. Prior to joining the Company in June 1998, he was
a shareholder at the law firm of Jenkens & Gilchrist in Dallas, Texas where he
specialized in oil and gas law for over 13 years. Mr. Munchinski has been
involved in the oil and gas business for over 18 years.
Robert E. Schulte is the Controller of Alliance. He is a U.S. citizen and
has a B.S. degree in accounting. He has worked in the oil and gas industry
since 1981 in both domestic and international arenas. He has held management
positions with Bow Valley Petroleum, Kelt Energy, Great Western Resources and
Apache Corporation before joining Alliance in September 1997.
5
<PAGE>
Committees of the Board of Directors
The Board has established standing committees. The Remuneration Committee
is composed of Messrs. Douglas (chairman), Samuelson and Martinson. It reviews
the remuneration and option arrangements of Alliance's management in light of
their performance and the performance of the Company. During the twelve months
ended April 30, 1998, the Remuneration Committee met twice. The Audit Committee
is composed of Messrs. Kennedy (chairman), Douglas and Martinson. It is
responsible for ensuring that the Company's financial records are properly
maintained and reported on and recommending the independent auditors to the
shareholders. During the twelve months ended April 30, 1998, the Audit
Committee met twice.
The Board of Directors of the Company held nine meetings during the fiscal
year ended April 30, 1998. During such fiscal year, all of the directors
attended 75% or more of the meetings of the Board of Directors and the
committees on which they served, except that Mr. Samuelson attended only two of
the meetings of the Board of Directors.
Employment Agreements
Each of Messrs. Keenan and Fenemore have entered into Executive Service
Agreements with Alliance providing for his employment in his current capacity
for an initial fixed term of two years beginning October 15, 1996 and September
20, 1996, respectively, and having automatic extensions of the initial term for
additional two-year periods unless written notice of either party's intention
not to extend has been given to the other party at least three months prior to
the expiration of the then effective two-year period of employment, provided
that the executive may at any time terminate his employment by giving a minimum
of three months notice. If the executive's employment terminates for any reason
other than the executive's breach of the agreement, disability or malfeasance,
Alliance must pay the executive an amount equal to twice the annual salary,
bonuses and benefits paid to the executive. Upon the involuntary termination of
the executive's employment without cause or voluntary termination by the
executive after a change in his office location, his responsibilities or
reduction in compensation following a change in control of Alliance, the
executive is entitled to the payment of one lump sum of cash in an amount equal
to two and a half times the annual salary, bonus and benefits paid to the
executive.
The annual salary under each agreement is $180,000 for Mr. Keenan and
(Pounds)100,000 for Mr. Fenemore, plus any bonuses or other compensation
determined by Alliance's Board of Directors in its discretion.
Compensation of Directors
The compensation of the non-executive directors is reviewed by the Board of
Directors from time to time to ensure that this compensation is in line with
current market practice. Under Alliance's Articles of Association, shareholders
determine the maximum aggregate amount payable by way of fees to directors and
this maximum amount is currently fixed at (Pounds)100,000 per year. During the
twelve months ended April 30, 1998, the following directors were paid the
indicated fees for their services as directors: Mr. Douglas $16,722, Mr. Kennedy
$16,722, Mr. Samuelson $12,542, Mr. Martinson $12,542 and Mr. Humphries $0.
RATIFICATION OF APPOINTMENT OF AUDITORS
(Proposal 3)
The Board of Directors recommends that its appointment of the firm of KPMG
Audit Plc LLP as the auditors of the Company for the fiscal year April 30, 1999,
be ratified. KPMG Audit Plc previously served as the Company's independent
auditors for the fiscal years ended April 30, 1997 and April 30, 1998. The
Company is advised that no member of KPMG Audit plc has any direct financial
interest or material indirect financial interest in the Company or any of its
subsidiaries or, during the past three years, has had any connection with the
Company or any of its subsidiaries in the capacity of promoter, underwriter,
voting trustee, director, officer or employee. A representative of such firm is
expected to be present at the meeting, will be available to answer questions and
will be afforded an opportunity to make a statement if he or she so desires.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid or accrued during each of the Company's last three fiscal years to the
Company's Managing Director, John A. Keenan and each of the other most highly
compensated executive officers who earned at least $100,000 in salary and bonus
in fiscal 1998 (the "Named Executives"):
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
--------------------- -------------
Securities
Underlying All Other
Name and Principal Position Fiscal Year Salary ($) Bonus ($) Options/SARs (#) Compensation ($)
- --------------------------- ----------- ---------- --------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
John A. Keenan.................... 1998 174,500 30,000 400,000 107,103
Managing Director(1) 1997 150,333 -- 150,000 5,061
1996 -- -- -- --
Paul R. Fenemore.................. 1998 164,990 20,000 200,000 8,361
Operations and Business 1997 142,789 -- 25,000 --
Development Director(2) 1996 -- -- -- --
H. Brian K. Williams.............. 1998 142,136 10,000 50,000 21,322
Finance Director(3) 1997 144,751 -- 62,500 7,757
1996 -- -- -- --
</TABLE>
(1) Mr. Keenan assumed his position with Alliance on May 22, 1996. Amounts
shown under All Other Compensation in 1998 represent relocation expenses.
(2) Mr. Fenemore assumed his position with Alliance on May 21, 1996.
(3) Mr. Williams assumed his position with Alliance on June 5, 1996 and
resigned his position on November 9, 1998. Amounts shown under All Other
Compensation represent Company contributions to a pension plan.
Options Grants in Last Fiscal Year
The following table sets forth all individual grants of options to the
Named Executives of the Company during the fiscal year ended April 30, 1998.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants For Option Term
- ---------------------------------------------------------------------------------------------------- ------------------------
% Of Total
Securities Options
Underlying Granted to Exercise or
Options Employees in Base Expiration
Name Granted(#) Fiscal Year Price(1)($) Date 5% ($) 10% ($)
- ----- ---------- ------------- ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
John A. Keenan.................... 400,000 59% .54 2/2/08 $124,521 $191,061
Managing Director
Paul R. Fenemore.................. 200,000 30% .54 2/2/08 $ 51,884 $ 79,609
Operations and Business
Development Director
H. Brian K. Williams.............. 50,000 7% .54 2/2/08 $ 20,754 $ 31,844
Finance Director
</TABLE>
(1) Represents the price of the ordinary shares upon their suspension of trading
on the London Stock Exchange on April 28, 1998.
7
<PAGE>
Fiscal Year End Option Values
Shown below is information with respect to the Named Executives of the
Company regarding option exercises during the fiscal year ended April 30, 1998,
and the value of unexercised options held as of April 30, 1998.
<TABLE>
<CAPTION>
Number of Securities Underlying
Unexercised Options Value of Unexercised In-the-Money
at April 30, 1998 Options at April 30, 1998
------------------------------- ----------------------------------
Name Unexercisable Exercisable Unexercisable Exercisable
---- ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
John A. Keenan................... 550,000 -- -- --
Managing Director
Paul R. Fenemore................. 225,000 -- -- --
Operations and Business
Development Director
H. Brian K. Williams............. 112,500 -- -- --
Finance Director
</TABLE>
Compensation Committee Report on Executive Compensation
The members of the Remuneration Committee of the Company's Board of
Directors are appointed by the Board of Directors. The Company's Remuneration
Committee annually determines the compensation of the Company's executive
directors after discussions with each executive director and bases the amount of
compensation on the Committee's determination of the reasonable compensation for
that executive director. The members of the Remuneration Committee, through
their business experience, are generally aware of prevailing compensation
practices and regularly review and remain informed about the recent financial
and operating experience of the Company. Based on this experience and review,
the Remuneration Committee establishes compensation that it believes to be
appropriate for each executive director. Substantially all of the executive
directors' annual compensation is paid as salary, although from time to time the
Remuneration Committee has awarded substantial bonuses upon completion of
significant acquisitions or other transactions that provide material benefits to
the Company. During 1998, the Remuneration Committee determined that the
executive directors' successful efforts in completing the acquisition and
integration of the operations of LaTex Resources, Inc. merited substantial cash
bonuses.
REMUNERATION COMMITTEE
M. Philip Douglas
Christopher R.L. Samuelson
John R. Martinson
SHAREHOLDER PROPOSALS
Any proposals from shareholders to be presented for consideration for
inclusion in the proxy material in connection with the next annual meeting of
shareholders of the Company scheduled to be held in December 1999 must be
submitted in accordance with the rules of the Commission and received by the
Secretary of the Company at the mailing address set forth on the first page of
this statement no later than the close of business on October 14, 1999.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
UPON THE WRITTEN REQUEST OF ANY SHAREHOLDER, THE COMPANY WILL PROVIDE
WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE
COMPANY'S FISCAL YEAR ENDED APRIL 30, 1998, INCLUDING THE FINANCIAL STATEMENTS,
THE FINANCIAL STATEMENT SCHEDULES AND EXHIBITS. WRITTEN REQUESTS SHOULD BE
DIRECTED TO THE COMPANY, ATTENTION BREE M. STEWART, AT THE COMPANY'S U.S.
CORPORATE OFFICES AT 4200 EAST SKELLY DRIVE, SUITE 1000, TULSA, OKLAHOMA 74135.
8
<PAGE>
COMPARATIVE TOTAL RETURNS
The following Performance Graph shows the changes over the past five year
period in the value of $100 invested in: (1) the Company's ordinary shares, (2)
the NASDAQ Stock Market (U.S. & Foreign) Index, (3) the Standard & Poors Oil &
Gas (Exploration & Production) Index. The values with each investment as of the
beginning of each year are based on share price appreciation and the
reinvestment of dividends on the respective ex-dividend dates.
[PERFORMANCE GRAPH APPEARS HERE]
This graph above assumes $100 invested on April 30, 1993 in the Company's
ordinary shares, the NASDAQ Stock Market (U.S. & Foreign) Index and the Standard
& Poors Oil and Gas (Exploration & Production) Index, and was plotted using the
following data:
April 30, April 30, April 30, April, April 30, April 30,
1993 1994 1995 1996 1997 1998
--------- --------- --------- ------ --------- ---------
Alliance(1) $ 100(2) $ 64 $ 66 $ 36 $ 23(3) $ 9(4)
NASDAQ Index $ 100 $ 107 $ 107 $ 142 $ 161 $ 287
S&P O&G Index $ 100 $ 95 $ 76 $ 71 $ 74 $ 95
(1) The prices shown are those reported for transactions on the London Stock
Exchange and are adjusted for a 1-to-40 reverse stock split effected May 1,
1997.
(2) Trading in the Shares was suspended on this date; the price represents the
price at which trading in the Shares was suspended on October 27, 1992.
(3) Trading in the Shares was suspended on this date; the price represents the
price at which trading in the Shares was suspended on August 13, 1996.
(4) Trading in the Shares was suspended on this date; the price represents the
price at which trading in the Shares was suspended on April 29, 1998.
9
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, officers and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Commission. Directors, officers and
greater than 10% beneficial owners are required by applicable regulations to
furnish the Company with copies of all forms they file with the Commission
pursuant to Section 16(a).
Based solely upon information provided to the Company by individual
officers, directors and greater than 10% beneficial owners, the Company believes
that all of these filing requirements were satisfied by the Company's officers,
directors and greater than 10% beneficial owners, except that the following
persons were late in filing required forms primarily because of a
misunderstanding of the application of the rules to the Company as a result of
its not being subject to the Section 16 rules prior to its acquisition of LaTex
Petroleum, Inc. on May 1, 1997. Upon discovering the misunderstanding all
reports then due were filed. All transactions that were not reported were
acquisitions either through the grant of options by the Board of Directors or by
purchases on the open market.
Name of Person Number of Late Reports Number of Transactions
Not
Reported Timely
John A. Keenan 4 3
Paul R. Fenemore 4 3
H. Brian K. Williams 3 2
William J.A. Kennedy 1 0
M. Philip Douglas 2 1
Christopher R.L. Samuelson 1 0
Michael E. Humphries 1 0
John R. Martinson 2 1
By Order of the Board of Directors,
John A. Keenan
Chairman and Managing Director
Tulsa, Oklahoma
February 10, 1999
10
<PAGE>
PROXY ALLIANCE RESOURCES PLC
Kingsbury House
15-17 King Street
London SW1Y 6QU
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John A. Keenan, Francis M. Munchinski and Paul
R. Fenemore, and each of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and vote, as designated on
the reverse side hereof, all of the ordinary shares of Alliance Resources PLC
(the "Company"), held of record by the undersigned at the close of business on
March 3, 1999, at the Annual General Meeting of the Company (the "Meeting") to
be held on March 5, 1999, and any adjournment thereof.
This proxy, when properly executed and dated, will be voted in the manner
directed herein by the undersigned shareholder(s). If no direction is given,
this proxy will be voted FOR Proposal 1, Proposal 2 and Proposal 3 and at the
discretion of the Proxies with respect to any other matter that is properly
brought before the meeting in accordance with Proposal 4.
[X] Please mark votes as in this example. Please mark boxes in blue or black
ink.
1. Proposal to receive and adopt the report of the Directors and the audited
financial statements for the year ended April 30, 1998.
[_] For[_] Against[_] Abstain
2. Proposal to re-elect Michael Humphries as a Director of the Company, who was
appointed since the last Annual General Meeting.
[_] For[_] Against[_] Abstain
(Continued and to be signed on reverse side)
<PAGE>
3. Proposal to appoint KPMG Audit Plc auditors to hold office until the
conclusion of the next general meeting at which accounts are laid before the
Company at a remuneration to be fixed by the Directors.
[_] For[_] Against[_] Abstain
4. In their discretion, the Proxies are authorized to vote upon such other
business as properly may come before the Meeting or any adjournments
thereof.
Please execute the Proxy as your name
appears hereon. When shares are held by
joint tenants, both should sign, or if one
signs he should attach evidence of his
authority. When signing as attorney,
executor, administrator, agent, trustee or
guardian, please give full title as such.
If a corporation, please sign full
corporate name by the president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
--------------------- ________________, 1999
Signature Date
--------------------- ________________, 1999
Signature Date
(if held jointly)
Please MARK, COMPLETE, SIGN and DATE this Proxy and return promptly using the
enclosed envelope. To be valid, this form must be completed, signed and
returned so that it arrives at the Company's Registrars not later than 10:00
a.m. on March 3, 1999.
