SCHEDULE 14A
(RULE 14A-l0l)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party Other than the Registrant
/ / Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-ll(c) or
Section 240.14a-12
Caspen Oil, Inc.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(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)(1) and 0-11.
<PAGE>
(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 fee is calculated and
state how it was determined):
------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------
/ / 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:
------------------------------------------------------------
(2) Form, Schedule or Registration Statement No:
------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------
(4)Date Filed:
<PAGE>
CASPEN OIL, INC.
Irongate 3, Suite 201
777 S. Wadsworth Boulevard
Lakewood, Colorado 80226
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 2, 1998
To the Stockholders of Caspen Oil, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of Caspen Oil, Inc. ("Caspen" or the "Company")
will be held in the Huntington Room at the Holiday Inn -
Lakewood, 7390 W. Hampden Avenue, Lakewood, Colorado 80227 on the
2nd day of April, 1998, at 11:00 a.m. (local time) for the
following purposes:
1. To elect two (2) directors to hold office until the
expiration of their terms or until their successors
have been duly elected and have qualified; and
2. To transact any and all other business that may
properly come before the Annual Meeting or any
adjournment(s) thereof.
The Board of Directors has fixed the close of business on
February 17, 1998, as the record date (the "Record Date") for
determination of stockholders entitled to receive notice of, and
to vote at, such meeting or any adjournment(s) thereof. Only
stockholders of record at the close of business on the Record
Date are entitled to receive notice of and to vote at the Annual
Meeting. The stock transfer books will not be closed.
You are cordially invited to attend the meeting; HOWEVER,
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, YOU
ARE URGED PROMPTLY TO SIGN, DATE AND MAIL THE ENCLOSED FORM OF
PROXY SO THAT YOUR SHARES OF STOCK WILL BE REPRESENTED AND VOTED
AT THE SPECIAL MEETING. Your proxy will be returned to you if
you are present at the meeting and should request its return.
By Order of the Board of Directors
Kimberley J. Love
Secretary
February 24, 1998
<PAGE>
CASPEN OIL, INC.
Irongate 3, Suite 201
777 S. Wadsworth Boulevard
Lakewood, Colorado 80226
PROXY STATEMENT
For
ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 2, 1998
SOLICITATION AND REVOCABILITY OF PROXIES
The accompanying proxy is solicited by the Board of
Directors of Caspen Oil, Inc. ("Caspen" or the "Company"), to be
voted at the Annual Meeting of Stockholders of Caspen to be held
on April 2, 1998 (the "Annual Meeting"), at the time and place,
and for the purposes, set forth in the accompanying Notice of
Annual Meeting of Stockholders, and at any adjournment(s) of that
meeting. When proxies in the accompanying form are properly
executed and received, the shares represented thereby will be
voted at the Annual Meeting in accordance with the directions
noted thereon; if no directions are indicated, the shares will be
voted FOR the election of the directors nominated in this Proxy
Statement and in the discretion of the persons appointed as
Proxies in the accompanying Form of Proxy with respect to any
other matter that is properly brought before the meeting.
Each stockholder of Caspen has the unconditional right to
revoke the proxy at any time prior to its exercise, either in
person at the Annual Meeting or by written notice to Caspen
addressed as follows: Secretary, Caspen Oil, Inc., Irongate 3,
Suite 201, 777 S. Wadsworth Boulevard, Lakewood, Colorado 80226.
No revocation by written notice shall be effective unless such
notice has been received by the Secretary of Caspen prior to the
day of the Annual Meeting or by the inspector of elections at the
Annual Meeting.
The principal executive offices of Caspen are located at
Irongate 3, Suite 201, 777 Wadsworth Boulevard, Lakewood,
Colorado 80226. This Proxy Statement and the accompanying Notice
of Annual Meeting of Stockholders are being mailed to Caspen's
stockholders on or about February 24, 1998.
In addition to the solicitation of proxies by use of this
Proxy Statement, directors, officers, and regular employees of
Caspen may solicit the return of proxies either by mail, personal
interview, telephone, or telegraph. Officers and employees of
Caspen will not be compensated additionally for their
solicitation efforts, but they will be reimbursed for any
out-of-pocket expenses incurred. Brokerage houses and other
custodians, nominees, and fiduciaries will be requested, in
connection with the stock registered in their names, to forward
solicitation materials to the beneficial owners of such stock.
All costs of preparing, printing, assembling, and mailing the
Notice of Annual Meeting of Stockholders, this Proxy Statement,
the enclosed Form of Proxy, and any additional materials, as well
as the cost of forwarding solicitation materials to the
beneficial owners of stock and all other costs of solicitation,
will be borne by Caspen.
PURPOSES OF THE MEETING
At the Annual Meeting, Caspen's stockholders will be asked
to consider and act upon the following matters:
1. To elect two (2) directors to hold office until the
expiration of their terms or until their successors
have been duly elected and have qualified; and
2. To transact any and all other business that may
properly come before the Annual Meeting or any
adjournment(s) thereof.
QUORUM AND VOTING
The identity of stockholders entitled to receive notice of
and to vote at the Annual Meeting, and the number of votes
allocated to each stockholder, was determined as of the close of
business on February 17, 1998 (the "Record Date"). On the Record
Date, the Company had issued and outstanding 21,073,306 shares of
common stock, par value $.01 per share (the "Common Shares"),
599,500 shares of its $1.80 Cumulative Convertible Preferred
Stock, par value $1.00 per share (the "Series A Shares"), 300,000
shares of its Series C Preferred Stock, par value $1.00 per share
(the "Series C Shares") and 125,000 shares of its Series E
Preferred Stock, par value $1.00 per share (the "Series E
Shares").
Each stockholder of record of the Common Shares, Series A
Shares, Series C Shares and Series E Shares will be entitled to
one vote per share on each matter that is called to vote at the
Annual Meeting. All shares will vote as a single class on each
matter called to a vote.
The Articles of Incorporation of the Company do not provide
for cumulative voting rights.
The presence, in person or by proxy, of holders of the
majority of the issued and outstanding shares of the Common
Shares, the Series A Shares, the Series C Shares and the Series E
Shares is necessary to constitute a quorum at the Annual Meeting.
Proxies that are returned but are marked to abstain from voting
on any matter will be counted as present for purposes of
determining a quorum. Assuming the presence of a quorum, the
affirmative vote of the holders of a majority of the Common
Shares, the Series A Shares, the Series C Shares and the Series E
Shares represented at the Annual Meeting (and voting as a single
class) is required for the election of the director nominees.
Abstentions and proxies directing that the shares are not to be
voted will not be counted as a vote in favor of a matter called
for a vote.
<PAGE>
<TABLE>
PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT
The following table provides information regarding the beneficial ownership of the Common
Shares, the Series A Shares, the Series C Shares and the Series E Shares as of the Record Date by
(i) each person known to Caspen to be the beneficial owner of more than 5% of any class of the
voting securities of Caspen; (ii) each director and nominee for director of Caspen; (iii) each
executive officer named in the Summary Compensation Table presented below under the heading
"Executive Compensation"; and (iv) all directors, the nominees for directors and all executive
officers of Caspen as a group.
<CAPTION>
Amount Percent Percent
Beneficial Owner Title of Class Beneficially of of All
-------------- Owned* Class Classes
____________ _______ _______
<S> <C> <C> <C> <C>
Stonehill Partners, L.P. . . . Series A Shares 74,400<F1> 12.4% **
110 East 59th St.
New York, NY 10022
Bradley Resources Co. . . . . . Series A Shares 38,600<F2> 6.4% **
3581 SW Corporate Parkway
P.O. Box 1938
Palm City, Florida 34990-6938
Churchill U.S.A., Inc. . . . . . Series C Shares 300,000 100.0% 1.4%
Irongate 3, Suite 200
777 S. Wadsworth Boulevard
Lakewood, Colorado 80226
Anthony J. Carroll . . . . . . . Common Shares 10,578,609<F3> 48.8% 46.6%
Irongate 3, Suite 201 Series A Shares 207,694 34.6% **
777 S. Wadsworth Boulevard
Lakewood, Colorado 80226
FAI Insurance Group. . . . . . . Series E Shares 125,000 100.0% **
14th Floor 77 Pacific Highway
N. Sydney, Australia NSW 2060
John J. Crawford . . . . . . . . Common Shares 380,000<F4> 1.8% 1.7%
Gary N. Davis . . . . . . . . . Common Shares 1,040,000<F5> 4.7% 4.5%
Kimberley J. Love . . . . . . . Common Shares 350,000<F4> 1.6% 1.5%
Directors and Officers
as a Group (4 Persons) . . . . . Common Shares 12,348,609<F6> 52.7% 50.5%
Series A Shares 207,694 34.6% **
_________________________
</TABLE>
<PAGE>
* Unless otherwise indicated in the footnotes below, each
person has sole voting and dispositive power over the shares
indicated.
** Represents less than one percent.
[FN]
<F1> The Schedule 13D, dated July 11, 1997 and filed with the
Company by Stonehill Partners, L.P., indicated that
Stonehill Partners, L.P., has sole voting and dispositive
power with respect to such shares.
<F2> The Schedule 13D, dated January 30, 1990, and filed with
the Company by Bradley Resources Company, indicated that
Bradley Resources Company is a New York general partnership
of which George W. Holbrook, Jr. and James R. McGoogan are
the general partners and share the voting and dispositive
power with respect to such shares.
<F3> Includes 600,000 Common Shares issuable pursuant to the
exercise of stock options of which 300,000 are exercisable
within 60 days of the Record Date.
<F4> Includes 350,000 Common Shares issuable pursuant to the
exercise of stock options of which 175,000 are exercisable
within 60 days of the Record Date.
<F5> Includes 1,040,000 Common Shares issuable pursuant to the
exercise of stock options of which 740,000 are exercisable
within 60 days of the Record Date.
<F6> Includes 2,340,000 Common Shares issuable pursuant to the
exercise of stock options of which 1,215,000 are exercisable
within 60 days of the Record Date. See footnotes (3), (4),
and (5) above.
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
The Articles of Incorporation of Caspen provide for a Board
consisting of not fewer than three (3) and not more than fifteen
(15) members. The number of directors may be determined by
resolution of the Board at any meeting; presently, the Board has
set the number of directors at four (4). In addition, the Bylaws
of Caspen provide for division of the Board into four (4) classes
and require that the number of directors within each distinct
class must be as close to equal as possible. At the present
time, the Board is comprised of four classes of directors with
one director in each of the four classes. The term of office for
one class of directors expires each year. The term of the second
class of directors expires in 1998. The term of the first class
of directors expired in 1997, but Caspen did not hold an annual
meeting in 1997. Therefore, nominees for both classes have been
submitted for election at the Annual Meeting.
Unless otherwise directed in the enclosed Form of Proxy, the
persons appointed in the Form of Proxy intend to nominate and
vote the shares represented by such Proxy FOR the election of the
following nominees for the office of director of Caspen, Mr.
Carroll to serve as a director of the first class for three (3)
years or until his successor shall have been duly elected and
qualified and Mr. Davis to serve as a director of the second
class for four (4) years or until his successor shall have been
duly elected and qualified:
<TABLE>
<CAPTION>
Present Served as Year Term
Position Director as Director
Nominee Age with Caspen Since to Expire
------- --- ----------- ----- -----------
<S> <C> <C> <C> <C>
Anthony J. Carroll . . 61 Chairman of the Board, 1990 2000
President and Chief
Executive Officer
Gary N. Davis. . . . . 45 Chief Financial Officer 1990 2001
and Director
Although management does not contemplate that the
above-named nominees will refuse or be unable to accept or serve
as a director of Caspen, the persons appointed in the enclosed
Form of Proxy intend, if the nominees become unavailable, to vote
the shares represented by the Proxy FOR the election of such
other person as may be nominated or designated by the Company's
management, unless they are directed by the Form of Proxy to do
otherwise.<PAGE>
The following information is provided with respect to
directors of the classes who will continue to serve as directors
of Caspen until the expiration of their terms on the dates
indicated:
Present Served as Year Term
Position Director as Director
Director Age with Caspen Since to Expire
-------- --- ----------- ----- -----------
Third Class
Kimberley J. Love. . . 39 Secretary and Director 1990 1998
Fourth Class
John J. Crawford . . . 50 Director 1991 1999
</TABLE>
The following is a brief account of the business experience,
during the past five years, of each director, each nominee for
director and each executive officer of the Company. Each of the
persons identified below is a citizen of the United States who
has a business address at the Company.
Gary N. Davis has been Chief Financial Officer of Caspen
since July 1990 and a director of Caspen since June 1990.
Kimberley J. Love has been Secretary and a director of
Caspen since July 1990. Since May 1989, Mrs. Love has served as
President of KTP Energy, Inc. ("KTP"), a subsidiary of CUSA.
Mrs. Love has also served as Treasurer of KTP since January 1987.
In April 1993, Mrs. Love was elected President of Churchill
Energy, Inc., a subsidiary of CUSA.
John J. Crawford has been a director of Caspen since January
1991. Since 1993, Mr. Crawford has served as a grant writer and
grant administrator for the Denver Public Schools. Since June
1984, Mr. Crawford has been a financial consultant to both public
and private companies in the Denver area.
Anthony J. Carroll has been Chairman of the Board, President
and Chief Executive Officer of Caspen since June 1990.
Other than Kimberley J. Love, Secretary of the Company, who
is the daughter of Anthony J. Carroll, Chairman of the Board,
President and Chief Executive Officer of the Company, no family
relationships exist between any of the executive officers and
directors of the Company.
The Board of Caspen has a standing audit committee on which
Kimberley J. Love and John J. Crawford currently sit. The duties
of the audit committee include making recommendations to the
Board concerning the hiring and dismissal of Caspen's independent
auditors; reviewing the completed audit with the independent
auditors and in connection with that review, addressing any
issues regarding the conduct of the audit, accounting
adjustments, recommendations for improving internal controls and
any other significant findings during the audit; meeting
periodically with management to discuss accounting and financial
controls; and initiating and supervising any special
investigations deemed necessary. During the 1997 fiscal year,
the audit committee held one (1) meeting.
The Board of Caspen currently does not have a standing
nominating, compensation or similar committee. Pursuant to the
Company's Bylaws, notice of a stockholder's intent to make a
nomination for the Board must be received by the Secretary of the
Company at least ninety (90) days before the annual meeting of
stockholders or within seven (7) days following the date on which
notice of a special meeting of stockholders is first given to
stockholders; in addition, the notice must contain certain
specified information.
During the 1997 fiscal year, the Board held two (2)
meetings. On six (6) other occasions the Board took action by
unanimous written consent of its members. Each of the members of
the Board participated in at least seventy-five percent (75%) of
the aggregate number of meetings (including unanimous consents )
of the Board and all committees of the Board on which the
director served during the 1997 fiscal year.
<PAGE>
<TABLE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table provides information for fiscal 1997 concerning the total compensation
paid by Caspen and its wholly-owned subsidiary, Summit Overseas Exploration, Inc. ("Summit"), to
Anthony J. Carroll as Chairman of the Board, President and Chief Executive Officer of the
Company, who is the only executive officer of the Company whose annual compensation exceeded
$100,000 in fiscal 1997.
<CAPTION>
Annual Long-Term Compensation
Compensation Awards
------------------- ------------------------
Securities
Year Restricted Underlying
Ended Stock Options/ All Other
Name July 31, Salary Bonus Other Awards SARs (#) Compensation
--------------- -------- ------ ----- ----- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Anthony J. Carroll 1997 $144,000<F1> $ - $ - $12,000<F3> 600,000<F4> $4,350<F2>
Chairman of the Board, 1996 144,000<F1> $ -- $ -- $ -- -- $9,831<F2>
President and Chief, 1995 144,000 $ -- $ -- $ -- -- $6,386<F2>
Executive Office
____________________
<FN>
<F1> Effective July 31, 1995, Mr. Carroll voluntarily deferred $5,000 per month of his salary.
This action does not affect the Company's contractual obligation relative to Mr. Carroll's
employment agreement.
<F2> Reflects the premiums paid by the Company for life insurance policies with respect to Mr.
Carroll, the beneficiary of which is Mr. Carroll's estate.
<F3> On November 15, 1996, the Board of Directors authorized the issuance to Mr. Carroll of
3,000,000 shares of the Company's Common Shares at a purchase price of $0.011 per share. The
Board of Directors determined that the purchase price was appropriate in light of the $0.015
average between the bid and asked market price effective November 15, 1996, that the shares
issued to Mr. Carroll would be "restricted securities" under applicable securities laws and that
Mr. Carroll's ownership of the shares will be subject to contractual restrictions. Mr. Carroll
paid the purchase price for the shares in the form of a secured promissory note payable to the
Company in the amount of $33,000, with interest payable at 7% per annum and interest and
principal being due on November 15, 1999. Mr. Carroll will not be permitted to sell or encumber
the shares prior to November 15, 1999. If for any reason other than death or disability, Mr.
Carroll's employment with the Company is terminated before November 15, 1999, then the shares
will be forfeited to the Company, the promissory note delivered in payment of the shares will be
canceled and no interest or principal will be payable with respect to the note.
<F4> See disclosure following this table.
</TABLE>
<PAGE>
On November 15, 1996, the Board of Directors authorized and
granted, pursuant to the 1993 Omnibus Employee Stock Option Plan,
the following options of the Company's common stock:
Anthony J. Carroll 600,000 shares
Gary N. Davis 600,000 shares
Kimberley J. Love 350,000 shares
John J. Crawford 350,000 shares
Each of the above options were, other than those granted to
Mr. Carroll, granted at an exercise price of $0.015, which was
the average between the bid and the asked price effective
November 15, 1996. Because Mr. Carroll is a 10% beneficial
shareholder, his exercise price is set at 110% of $0.015.
Twenty five percent of these options to each holder vested
immediately on November 15, 1996, an additional 25% vested on
November 15, 1997, an additional 25% will vest on November 15,
1998 and the remaining 25% will vest on November 15, 1999.
<TABLE>
Aggregated Options/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
The following table provides information with respect to Anthony J. Carroll concerning
options exercised during the fiscal year ended July 31, 1997, and unexercised options held as of
July 31, 1997.
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares Acquired
Name on Value Realized ($) Exercisable/ Exercisable/
---- Exercise (#) ------------------ Unexercisable Unexercisable
------------ ------------- -------------
<S> <C> <C> <C> <C>
Anthony J. Carroll 0 0 300,000/0 0/0
</TABLE>
<TABLE>
Option/SAR Grants in Last Fiscal Year
The following table provides information with respect to options granted to Anthony J. Carroll
during the fiscal year ended July 31, 1997.
<CAPTION>
Number of % of Total Potential Realizable
Securities Options/SARs Value at Assumed
Underlying Granted to Exercise of Annual Rates of Stock
Options/SARS Employees in Base price Expiration Price Appreciation for
Name Granted (#) Fiscal Year ($/Share) Date Option Term
---- ------------ ------------ ----------- ---------- ----------------------
5% 10%
-------- ---------
<S> <C> <C> <C> <C> <C> <C>
Anthony J Carroll 600,000 31.6% $0.0165 11/15/06 $13,770 $22,410
</TABLE>
<PAGE>
Employment Agreements
Anthony J. Carroll first entered into an Employment Agreement
with the Company in May of 1990. The terms of the current
agreement, effective January 1, 1996, are as follows. Annual
compensation is $144,000 until May 1, 1999. The officer may, at
any time during the term of the agreement, elect to terminate the
initial term and begin an extension term for 2 additional years
with compensation of $125,000 per year. The officer will continue
to receive full benefits which include executive offices,
executive assistant and a life insurance policy of at least
$1,000,000. If the Company terminates the officer for cause, the
Company must pay $375,000 plus full benefits (mentioned above)
over the following two years. Effective July 31, 1995, Mr.
Carroll voluntarily deferred $5,000 per month of his salary.
This action does not affect the Company's contractual obligation
relative to Mr. Carroll's employment agreement.
Compensation of Directors
Outside directors of the Company have historically been paid
the sum of $600 cash for their attendance at each meeting of the
Board of Caspen. Under the Company's Stock Bonus Plan (the
"Bonus Plan"), directors entitled to receive cash compensation
for attendance at meetings of the Board may elect to receive
instead Common Shares as remuneration. If, as allowed under the
terms of the Bonus Plan, a director elects to receive Common
Shares in lieu of cash, the recipient director would receive the
number of Common Shares having a value equal to the cash fees to
which he would otherwise be entitled.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company uses a service company, Churchill U.S.A., Inc.
("CUSA"), to provide accounting, engineering and legal services,
and office space under a contract which expired July 31, 1997 and
is now on a month to month basis. Service fee expense was
$238,000 for the year ended July 31, 1997, of which $102,000
remains unpaid. Kimberley J. Love, Secretary and Director of the
Company, serves as an executive officer in two subsidiaries of
CUSA. See "Directors and Executive Officers."
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
John M. Hanson & Company, P.C. served as the Company's
independent public accountants during fiscal 1997 and will
continue to serve as the Company's independent public accountants
during fiscal 1998. It is expected that representatives of John
M. Hanson & Company, P.C. will be present at the Annual Meeting,
that such representatives will have a chance to make a statement
if they so desire and that such representatives will be available
to respond to appropriate questions.
OTHER BUSINESS
Management knows of no business other than that previously
disclosed that will be brought before the meeting. If, however,
any other matters are properly presented, it is the intention of
the persons named in the accompanying Form of Proxy (if
authorized to do so by the Proxy) to vote the shares as they deem
advisable.
PROPOSALS OF STOCKHOLDERS
All proposals by stockholders intended to be present at the
next Annual Meeting of Stockholders of Caspen must be received by
Caspen at its principal executive offices on or before November
9, 1998 for inclusion in Caspen's proxy statement relating to
that meeting.
ANNUAL REPORT
The Company's Annual Report on Form 10-KSB for the year
ended July 31, 1997 is being mailed to stockholders with this
Proxy Statement as the Annual Report to Stockholders. The Annual
Report is not to be regarded as proxy soliciting material.
By Order of the Board of Directors
Kimberley J. Love, Secretary
February 24, 1998
Lakewood, Colorado
<PAGE>
Common Shares
CASPEN OIL, INC.
Irongate 3, Suite 201
777 S. Wadsworth Boulevard
Lakewood, Colorado 80226
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Anthony J. Carroll, Gary N.
Davis and W. Alan Kailer, and each of them, as proxies, with the
power to appoint his substitute, and hereby authorizes each of
them to represent and vote, as designated below, all of the
Common Shares, par value $.01 per share, of Caspen Oil, Inc. (the
"Company") held of record by the undersigned at the close of
business on February 17, 1998 (the "Record Date"), at the Annual
Meeting of Stockholders to be held on April 2, 1998, or any
adjournment(s) thereof.
1. PROPOSAL TO ELECT AS DIRECTORS OF THE COMPANY THE FOLLOWING
PERSONS, TO HOLD OFFICE UNTIL THE EXPIRATION OF HIS TERM
(AS SET FORTH OPPOSITE HIS NAME), OR UNTIL HIS SUCCESSOR HAS
BEEN DULY ELECTED AND HAS QUALIFIED.
[ ] FOR the nominees listed below.
[ ] WITHHOLD AUTHORITY to vote for nominees listed below.
Nominee and Year Term to Expire
Anthony J. Carroll 2000
Gary N. Davis 2001
FOR AGAINST ABSTAIN
2. IN THEIR DISCRETION, THE PROXIES
ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING. [ ] [ ] [ ]
(please sign on other side)
(continued from front)
This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned stockholder(s). IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES
IDENTIFIED IN PROPOSAL 1 AND AT THE DISCRETION OF THE PROXIES
WITH RESPECT TO ANY OTHER MATTER THAT IS PROPERLY BROUGHT BEFORE
THE MEETING.
Dated: ______________________, 1998
____________________________________
Signature
____________________________________
Signature if Held Jointly
Please execute this Proxy as your
name appears hereon. 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. PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY PROMPTLY USING
THE ENCLOSED ENVELOPE.
<PAGE>
Series A Preferred Shares
CASPEN OIL, INC.
Irongate 3, Suite 201
777 S. Wadsworth Boulevard
Lakewood, Colorado 80226
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Anthony J. Carroll, Gary N. Davis
and W. Alan Kailer, and each of them, as proxies, with the power
to appoint his substitute, and hereby authorizes each of them to
represent and vote, as designated below, all of the Series A
Preferred Shares, par value $1.00 per share, of Caspen Oil, Inc.
(the "Company") held of record by the undersigned at the close of
business on February 17, 1998 (the "Record Date"), at the Annual
Meeting of Stockholders to be held on April 2, 1998, or any
adjournment(s) thereof.
1. PROPOSAL TO ELECT AS DIRECTORS OF THE COMPANY THE FOLLOWING
PERSONS, TO HOLD OFFICE UNTIL THE EXPIRATION OF HIS TERM (AS
SET FORTH OPPOSITE HIS NAME), OR UNTIL HIS SUCCESSOR HAS
BEEN DULY ELECTED AND HAS QUALIFIED.
[ ] FOR the nominees listed below.
[ ] WITHHOLD AUTHORITY to vote for nominees listed below.
Nominee and Year Term to Expire
Anthony J. Carroll 2000
Gary N. Davis 2001
FOR AGAINST ABSTAIN
2. IN THEIR DISCRETION, THE PROXIES
ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING. [ ] [ ] [ ]
(please sign on other side)
(continued from front)
This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned stockholder(s). IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES
IDENTIFIED IN PROPOSAL 1 AND AT THE DISCRETION OF THE PROXIES
WITH RESPECT TO ANY OTHER MATTER THAT IS PROPERLY BROUGHT BEFORE
THE MEETING.
Dated: ______________________, 1998
____________________________________
Signature
____________________________________
Signature if Held Jointly
<PAGE>
Please execute this Proxy as your
name appears hereon. 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. PLEASE MARK, SIGN, DATE
AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE>
Series C Preferred Shares
CASPEN OIL, INC.
Irongate 3, Suite 201
777 S. Wadsworth Boulevard
Lakewood, Colorado 80226
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Anthony J. Carroll, Gary N. Davis
and W. Alan Kailer, and each of them, as proxies, with the power
to appoint his substitute, and hereby authorizes each of them to
represent and vote, as designated below, all of the Series C
Preferred Shares, par value $1.00 per share, of Caspen Oil, Inc.
(the "Company") held of record by the undersigned at the close of
business on February 17, 1998 (the "Record Date"), at the Annual
Meeting of Stockholders to be held on April 2, 1998, or any
adjournment(s) thereof.
1. PROPOSAL TO ELECT AS DIRECTORS OF THE COMPANY THE FOLLOWING
PERSONS, TO HOLD OFFICE UNTIL THE EXPIRATION OF HIS TERM (AS
SET FORTH OPPOSITE HIS NAME), OR UNTIL HIS SUCCESSOR HAS
BEEN DULY ELECTED AND HAS QUALIFIED.
FOR the nominees listed below.
WITHHOLD AUTHORITY to vote for nominees listed below.
Nominee and Year Term to Expire
Anthony J. Carroll 2000
Gary N. Davis 2001
FOR AGAINST ABSTAIN
2. IN THEIR DISCRETION, THE PROXIES
ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING. [ ] [ ] [ ]
(please sign on other side)
(continued from front)
This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned stockholder(s). IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES
IDENTIFIED IN PROPOSAL 1 AND AT THE DISCRETION OF THE PROXIES
WITH RESPECT TO ANY OTHER MATTER THAT IS PROPERLY BROUGHT BEFORE
THE MEETING.
Dated: ______________________, 1998
____________________________________
Signature
____________________________________
Signature if Held Jointly
<PAGE>
Please execute this Proxy as your
name appears hereon. 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. PLEASE
MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE>
Series E Preferred Shares
CASPEN OIL, INC.
Irongate 3, Suite 201
777 S. Wadsworth Boulevard
Lakewood, Colorado 80226
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Anthony J. Carroll, Gary N. Davis
and W. Alan Kailer, and each of them, as proxies, with the power
to appoint his substitute, and hereby authorizes each of them to
represent and vote, as designated below, all of the Series E
Preferred Shares, par value $1.00 per share, of Caspen Oil, Inc.
(the "Company") held of record by the undersigned at the close of
business on February 17, 1998 (the "Record Date"), at the Annual
Meeting of Stockholders to be held on April 2, 1998, or any
adjournment(s) thereof.
1. PROPOSAL TO ELECT AS DIRECTORS OF THE COMPANY THE FOLLOWING
PERSONS, TO HOLD OFFICE UNTIL THE EXPIRATION OF HIS TERM
(AS SET FORTH OPPOSITE HIS NAME), OR UNTIL HIS SUCCESSOR HAS
BEEN DULY ELECTED AND HAS QUALIFIED.
[ ] FOR the nominees listed below.
[ ] WITHHOLD AUTHORITY to vote for nominees listed below.
Nominee and Year Term to Expire
Anthony J. Carroll 2000
Gary N. Davis 2001
FOR AGAINST ABSTAIN
2. IN THEIR DISCRETION, THE PROXIES
ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING. [ ] [ ] [ ]
(please sign on other side)
(continued from front)
This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned stockholder(s). IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES
IDENTIFIED IN PROPOSAL 1 AND AT THE DISCRETION OF THE PROXIES
WITH RESPECT TO ANY OTHER MATTER THAT IS PROPERLY BROUGHT BEFORE
THE MEETING.
Dated: ______________________, 1998
____________________________________
Signature
____________________________________
Signature if Held Jointly
<PAGE>
Please execute this Proxy as your
name appears hereon. 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. PLEASE
MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
