<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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 Rule 14a-11(c) or Rule 14a-12
THE PHOENIX RESOURCE COMPANIES, INC.
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(Name of Registrant as Specified in Its Charter)
Not Applicable
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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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / 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 transactions applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rules 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 No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
THE PHOENIX RESOURCE COMPANIES, INC.
6525 North Meridian Avenue
Oklahoma City, Oklahoma 73116-1491
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 9, 1995
To the Stockholders of
THE PHOENIX RESOURCE COMPANIES, INC.:
The 1995 Annual Meeting of Stockholders of The Phoenix Resource
Companies, Inc. will be held at the American Stock Exchange, 86 Trinity Place,
New York, New York 10006 at 1:00 P.M., local time, on Tuesday, May 9, 1995, for
the following purposes:
(a) To elect six members of the Board of Directors each to serve for
a three-year term expiring in 1998;
(b) To consider approval of an amendment to the Company's Amended
and Restated Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 10,000,000 to 20,000,000, as described in the
accompanying Proxy Statement;
(c) To consider approval of an amendment to the Company's 1990
Employee Stock Option Plan, as described in the accompanying Proxy Statement;
and
(d) To consider and act upon such other business as may be properly
brought before the meeting or any adjournment thereof.
The accompanying Proxy Statement contains a more complete description
of the items of business to be considered at the meeting and additional
information pertaining thereto.
Only stockholders of record at the close of business on March 15, 1995
are entitled to receive notice and to vote at the meeting or any adjournment
thereof.
You are cordially invited to attend the meeting. Whether or not you
plan to attend the meeting, YOU ARE REQUESTED TO SIGN AND DATE THE ACCOMPANYING
PROXY AND RETURN IT AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
If you attend the meeting you may vote in person, if you wish, whether or not
you have returned your proxy. A proxy may be revoked at any time before it is
exercised.
By Order of the Board of Directors
PATRICIA J. MURANO
Secretary
Oklahoma City, Oklahoma
March 29, 1995
<PAGE> 3
The Phoenix Resource Companies, Inc.
6525 North Meridian Avenue
Oklahoma City, Oklahoma 73116-1491
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 9, 1995
This Proxy Statement and the accompanying form of proxy are furnished
in connection with the solicitation of proxies by the Board of Directors of The
Phoenix Resource Companies, Inc. (the "Company") for use at the 1995 Annual
Meeting of Stockholders of the Company to be held at the American Stock
Exchange, 86 Trinity Place, New York, New York 10006, at 1:00 p.m., local time,
on Tuesday, May 9, 1995, for the following purposes:
(a) To elect six members of the Board of Directors each to serve for
a three-year term expiring in 1998;
(b) To consider approval of an amendment to the Company's Amended
and Restated Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 10,000,000 to 20,000,000, as set forth in Exhibit A
(the "Certificate Amendment");
(c) To consider approval of an amendment to the Company's 1990
Employee Stock Option Plan, as set forth in Exhibit B (the "Option Plan
Amendment"); and
(d) To consider and act upon such other business as may be properly
brought before the meeting or any adjournment thereof.
MAILING OF PROXY STATEMENT
A copy of the Company's 1994 Annual Report to Stockholders is being
mailed herewith to each stockholder of the Company. Such Annual Report does
not form any part of the material for the solicitation of proxies. This Proxy
Statement was first mailed to stockholders on or about March 29, 1995.
REVOCABILITY OF PROXY
Any stockholder returning the accompanying proxy may revoke such proxy
at any time prior to its exercise (i) by giving written notice to the Company
of such revocation; (ii) by voting in person at the meeting; or (iii) by
executing and delivering to the Company a later dated proxy.
VOTING SECURITIES
The only outstanding voting class of securities of the Company is its
Common Stock. Only holders of record of the 7,784,098 shares of the Common
Stock outstanding as of the close of business on March 15, 1995 are entitled to
notice of and to vote at the meeting or any adjournment thereof. Holders of
Common Stock are entitled to one vote for each share held of record on March
15, 1995. A majority of the outstanding shares of Common Stock will constitute
a quorum for the transaction of business at the meeting, but if a quorum should
not be present, the meeting may be adjourned without notice from time to time
until a quorum is obtained.
<PAGE> 4
SOLICITATION OF PROXIES
This solicitation of proxies is made by the Board of Directors of the
Company. The cost of preparing and mailing the enclosed material will be borne
by the Company. In addition to the solicitation of proxies by mail, it is
possible that certain officers, directors and employees of the Company may
solicit proxies on behalf of the Board by telephone, telegraph and personal
interview, with the cost of any such solicitation to be borne by the Company.
No additional compensation will be received by any officer, director or
employee of the Company in connection with proxy solicitation. Upon request,
the Company will reimburse brokers, dealers, banks and trustees, or their
nominees, for reasonable expenses incurred by them in forwarding proxy material
to beneficial owners of shares of Common Stock.
STOCKHOLDER PROPOSALS
Any stockholder of the Company meeting certain minimum stock ownership
and holding period requirements may present a proposal for action at the annual
meeting of stockholders to be held in 1996. Such stockholder must deliver the
proposal to the executive offices of the Company no later than January 1, 1996,
unless the Company notifies the stockholders otherwise. Only those proposals
that are proper for stockholder action and otherwise proper may be included in
the Company's proxy statement. The Board of Directors will consider
nominations for directors of the Company, if any, to be elected at the annual
meeting of stockholders to be held in 1996 that are submitted in writing by any
stockholder of the Company prior to January 1, 1996 and that otherwise comply
with the provisions of the Amended and Restated Certificate of Incorporation of
the Company.
ACTION TO BE TAKEN UNDER THE PROXY
Proxies in the accompanying form which are properly executed and
returned will be voted at the meeting and any adjournment(s) thereof and will
be voted in accordance with the instructions thereon. Any proxy upon which no
instructions have been indicated with respect to a specified matter will be
voted as follows with respect to such matters: (a) "FOR" the persons named in
this Proxy Statement as the Board of Directors' nominees for election to the
Board of Directors; (b) "FOR" approval of the Certificate Amendment; (c) "FOR"
approval of the Option Plan Amendment; and (d) in the transaction of such other
business as may properly come before the meeting or any adjournment(s) thereof.
The persons named in the accompanying proxy may also, if it is deemed to be
advisable, vote such proxy to adjourn the meeting from time to time.
ELECTION OF SIX MEMBERS OF THE BOARD OF DIRECTORS
Pursuant to the Company's Bylaws, the Board of Directors has, by
resolution, fixed the number of directors at six, and six directors will be
elected at the meeting. Each nominee will be elected to hold office until the
annual meeting of stockholders to be held in 1998 and until his successor is
elected and qualified. Each nominee is currently a director of the Company and
has served continuously since first becoming a director.
Joseph A. Pardo, Chairman -- Mr. Pardo, age 61, joined the Board in
April 1990 and was elected as Chairman of the Board in April 1994. Mr. Pardo
is an attorney and financial consultant, and from 1984 to the present, has
served as bankruptcy trustee of W.T. Grant Company.
Galal P. Doss -- Mr. Doss, age 40, joined the Board in April 1990.
From 1982 to the present, Mr. Doss has served as Chairman and Chief Executive
Officer of Family Foods S.A.E.,
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<PAGE> 5
an Egyptian publicly listed food processing company and is also Chairman and
Chief Executive Officer of Family Cosmetics, an Egyptian publicly listed
cosmetics company.
Francis L. Durand -- Mr. Durand, age 72, joined the Board in April
1990. Mr. Durand has been associated with Ernst & Young, independent certified
public accountants, since 1952. Since retiring in 1982 from Ernst & Young as
an active partner and national director of services to the oil and gas
industry, Mr. Durand has continuously been a consultant for Ernst & Young
specializing in the oil and gas industry. Mr. Durand is a member of the
American Institute of Certified Public Accountants.
George D. Lawrence Jr. -- Mr. Lawrence, age 44, has served as
President since January 1990 and joined the Board of Directors in May 1990. He
has been with the Company since August 1985 and has held various positions,
most recently the offices of President and Chief Executive Officer.
Lawrence M. Miller -- Mr. Miller, age 48, joined the Board in August
1993. Mr. Miller is an attorney and has been a member of the law firm of
Schwartz, Woods & Miller in Washington, D.C. since 1973.
Rex A. Sebastian -- Mr. Sebastian, age 65, joined the Board in April
1990. Since 1985, Mr. Sebastian has been a professional director and
management consultant. From 1975 to 1985, Mr. Sebastian served as Senior Vice
President of Operations, Corporate Executive Offices at Dresser Industries,
Inc., an energy and natural resources company. He currently serves on the
boards of the following publicly-held companies: Ferro Corporation, a
manufacturer of specialty materials and chemicals for industry, and Hallwood
Energy Corporation, an oil and gas company.
Should any of the nominees named herein for the office of director
become unwilling or unable to accept nomination of election, it is intended
that the persons acting under the proxy will vote for the election, in his
stead, of such other persons as the Board of Directors of the Company may
recommend, or the Board of Directors of the Company may reduce the number of
directors to be elected. The Board of Directors has no reason to believe that
any of the nominees named above will be unwilling or unable to serve.
No family relationships exist among the officers or directors of the
Company. Except as indicated above, no director of the Company is a director
of any company with a class of securities registered pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
subject to the requirements of Section 15(d) of the Exchange Act or any company
registered as an investment company under the Investment Company Act of 1940.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors of the Company has an Audit and Compensation
Committee (the "Committee") that in 1994 consisted of the following directors,
each of whom is not an employee of the Company: Francis L. Durand (Chairman);
Sanjeev K. Mehra (who resigned as a director and a member of the Committee on
March 25, 1994); Lawrence M. Miller (who replaced Mr. Mehra on the Committee);
Joseph A. Pardo; and Rex A. Sebastian. The Committee held seven meetings
during the year ended December 31, 1994. The Committee meets with the
Company's independent auditors, reviews the financial statements of the
Company, recommends to the Board of Directors the selection of the Company's
independent auditors for each fiscal year and makes recommendations to the
Board of Directors concerning executive compensation. The entire Board of
Directors acts as the nominating committee.
During 1994 the Board of Directors held eight meetings. In addition,
management confers frequently with the directors on an informal basis to
discuss the affairs of the Company.
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<PAGE> 6
During 1994, each director attended 75% or more of (a) the total number of
meetings of the Board and (b) the total number of meetings held by all
committees of the Board on which he was serving.
COMPENSATION OF DIRECTORS
Each nonemployee director receives a quarterly retainer fee of $5,000,
payable at the end of each calendar quarter, except that the Chairman of the
Board receives a quarterly retainer fee of $10,000. Each nonemployee member of
the Board of Directors also receives $1,000 per Board or committee meeting
attended. In view of the extensive time and travel required for Mr. Doss to
attend meetings of the Board of Directors in the United States, he receives an
additional $1,000 for each such meeting. Board members are reimbursed for
additional out-of-pocket expenses incurred in association with Board and
committee meetings.
PROPOSAL TO AMEND THE COMPANY'S
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
GENERAL
The Board of Directors of the Company has adopted resolutions to
approve, and submit to stockholders for approval, a proposed Certificate of
Amendment to the Company's Amended and Restated Certificate of Incorporation,
which will increase the number of authorized shares of Common Stock from
10,000,000 to 20,000,000 (the "Certificate Amendment"). The Certificate
Amendment leaves the authorized number of shares of Preferred Stock unchanged.
The complete text of the Certificate Amendment is set forth as Exhibit A to
this Proxy Statement.
PURPOSE OF THE CERTIFICATE AMENDMENT
In January 1995 the Board approved a two-for-one split of the
outstanding shares of Common Stock of the Company. This split doubled the
amount of shares outstanding, but did not increase the number of authorized
shares of Common Stock. As a result, the number of shares of authorized and
unissued shares of Common Stock was reduced to approximately 2,000,000.
Pursuant to Delaware law, stockholder approval is required in order to
increase the number of authorized shares of Common Stock. The Company has no
current plans or proposals to issue any of these additional authorized shares
of Common Stock. However, the Company believes that having additional
authorized shares of Common Stock available for issuance is advisable and in
the best interests of the Company and its stockholders. Stockholder approval
will not be required for the issuance of additional shares of Common Stock,
except in limited circumstances that may be required by applicable stock
exchange rules or regulations.
EFFECTIVENESS
If the Certificate Amendment is approved by the stockholders, the
Company will file the Certificate Amendment with the Secretary of State of the
State of Delaware promptly after such approval, at which time the Certificate
Amendment will become effective.
THE AFFIRMATIVE VOTE BY THE HOLDERS OF AT LEAST A MAJORITY OF THE
OUTSTANDING SHARES OF THE COMPANY'S COMMON STOCK IS REQUIRED FOR APPROVAL OF
THE CERTIFICATE AMENDMENT.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE ADOPTION OF THE
PROPOSED CERTIFICATE AMENDMENT AND RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
APPROVAL OF THE PROPOSED CERTIFICATE AMENDMENT.
4
<PAGE> 7
PROPOSAL TO AMEND THE
1990 EMPLOYEE STOCK OPTION PLAN
In February 1995 the Board of Directors approved an amendment (the
"Option Plan Amendment") to the Company's 1990 Employee Stock Option Plan (the
"Employee Plan"). The Option Plan Amendment increases the number of shares of
Common Stock for which options may be issued under the Employee Plan by 300,000
shares. The complete text of the Option Plan Amendment is set forth as Exhibit
B to this Proxy Statement.
PURPOSE AND EFFECT OF THE OPTION PLAN AMENDMENT
Unless the Option Plan Amendment is approved by the stockholders, the
Board of Directors cannot issue any options under the Employee Plan to purchase
additional amounts of Common Stock, because all previously authorized options
have either been exercised or are currently outstanding. The Board believes
that the previous issuance of stock options as a management incentive has been
highly successful and that additional options may be required to be granted to
retain and attract qualified officers and key employees. While the Company has
no current plans to issue any additional options, the Board of Directors
believes that in accordance with prudent business practices it should have the
flexibility to issue more stock options in appropriate circumstances. The
Board of Directors believes that the proposed Option Plan Amendment is in the
best interests of the stockholders as well as the Company. Stockholder
approval of the Option Plan Amendment is required by the Employee Plan and is
necessary to maintain the qualification of the Employee Plan under Rule 16b-3
promulgated under the Exchange Act and in order to comply with certain
applicable stock exchange regulations.
SUMMARY OF EMPLOYEE PLAN
General. The Employee Plan provides for the granting of non-
qualified stock options to purchase shares of Common Stock to employees of the
Company, including officers and directors of the Company who are also employees
of the Company or its subsidiaries. The Company is the issuer of the Common
Stock that may be issued upon the exercise of stock options ("Employee
Options") granted pursuant to the Employee Plan.
The proceeds from the sale of Common Stock pursuant to the exercise of
Employee Options will be added to the general funds of the Company and will be
used for general corporate purposes. The Employee Plan is not qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"),
and is not subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
The purpose of the Employee Plan is to provide an incentive for
employees of the Company or its subsidiaries to enter into or to remain in the
service of the Company or its subsidiaries, to extend to them the opportunity
to acquire a proprietary interest in the Company, and to stimulate the active
interest of such persons in the development and financial success of the
Company.
Securities Subject to the Employee Plan. Under the Employee Plan, the
nonemployee members of the Board of Directors of the Company serve as the Stock
Option Committee (the "Option Committee") and as such are authorized to grant
options to purchase shares of Common Stock of the Company. Such options are
intended to be non-qualified stock options. The Employee Plan provides that
members of the Option Committee shall not be eligible to participate in, or
receive stock options under the Employee Plan or any other plan of the Company
or its subsidiaries which entitles its participants to acquire stock, stock
appreciation rights, or stock options of the Company or its subsidiaries, other
than the Director Plan, while serving as a member of the Option Committee or at
any time during the preceding 12 months.
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<PAGE> 8
The Employee Plan also provides that no director who is eligible to receive
options under, or to participate in the Employee Plan shall take part in any
Option Committee deliberations or action respecting the Employee Plan.
The Employee Plan originally provided for the issuance of options
covering an aggregate of 800,000 shares of Common Stock. The Employee Plan
provides for the proportionate adjustment of the total number of shares of
Common Stock reserved for the grant of options, the number of shares of Common
Stock represented by each outstanding option, and the exercise price of
outstanding options in the event of a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, a stock split,
combination of shares or recapitalization or other increase or reduction of the
number of shares of Common Stock outstanding for which the Company does not
receive compensation in money, services or property.
The Employee Plan provides specific rules for the substitution or
adjustment of any shares of Common Stock subject to outstanding but unexercised
options in the event of a reorganization, merger, consolidation, plan of
exchange, or distribution of securities by the Company pursuant to which the
stockholders of the Company receive Common Stock or other securities.
The occurrence of a "Change of Control," as defined in the Employee
Plan, will cause all Employee Options then outstanding to become exercisable in
full without regard to any installment restrictions on exercise which would
otherwise be applicable.
Participation. The Option Committee may grant Employee Options only
to persons who are employees of the Company or any parent or subsidiary of the
Company at the time of the grant thereof. In granting options under the
Employee Plan, the Option Committee has authority to determine the terms and
provisions upon which such options shall be exercisable, subject to the
applicable provisions of the Employee Plan.
Non-Transferability of Employee Options. Options granted under the
Employee Plan are not transferable, assignable or subject to any encumbrance,
pledge or charge of any nature, other than by will or the laws of descent or
distribution. An Employee Option may be exercised solely by the Optionee
during the Optionee's lifetime, and after the death of the Optionee only by the
personal representative of the Optionee's estate or the person or persons
entitled thereto under the Optionee's will or under the laws of descent or
distribution.
Exercise Period. The duration of each Employee Option is for such
period as the Option Committee determines at the time of award, but may not be
more than ten years from the date of award. The Option Committee may determine
to permit any Employee Option to be exercisable at any time after six months
from the date of grant of such Employee Option. In general, Employee Options
currently outstanding are not fully exercisable until at least three or four
years after issuance. The Company envisions that future Employee Options will
have similar vesting periods.
If the Board of Directors of the Company terminates the Employee Plan,
Employee Options granted before such termination will continue to be effective
subject to the terms of the applicable stock option agreement or certificate.
Exercise Price. The purchase price of each share of Common Stock
subject to an Employee Option is to be determined by the Option Committee prior
to the grant of such Employee Option and may not be less than the fair market
value per share of the Common Stock on the date of the grant of the Employee
Option.
The purchase price of any Common Stock issued upon the exercise of an
Employee Option must be paid in full at the time of the exercise. The purchase
price may be paid in cash or, at
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the election of the Optionee, in Common Stock theretofore owned by the Optionee
(or any combination of cash and Common Stock). Common Stock tendered towards
the payment of such purchase price shall be valued at its fair market value on
the date of exercise.
Any Employee Option granted under the Employee Plan, and the option
agreement or certificate evidencing such Employee Option, may provide that the
Optionee, or his heirs or other legal representatives to the extent entitled to
exercise the Employee Option under the terms thereof, in lieu of purchasing the
entire number of shares subject to purchase thereunder, shall have the right to
relinquish all or any part of the then unexercised portion of the Employee
Option (to the extent exercisable) for a number of shares of Common Stock, for
an amount of cash or for a combination of Common Stock and cash, to be
determined in accordance with the applicable provisions of the Employee Plan.
The Option Committee, in granting Employee Options, has the discretion to
determine whether or not such Employee Options include a right of
relinquishment. Neither the Option Committee nor the Company is under any
obligation or will incur any liability to any person by reason of the Option
Committee's refusing to grant or include a right of relinquishment in any
Employee Option granted under the Employee Plan or in any option agreement or
certificate evidencing the same.
Such right of relinquishment may be exercised only upon receipt by the
Company of a written notice of such relinquishment and to the extent that the
holder makes satisfactory provisions to the Company for the payment of any
taxes which the Company is obligated to collect with respect to such
relinquishment. The Option Committee shall have sole discretion to consent to
or disapprove any election of a holder of an Employee Option to relinquish such
Employee Option for Common Stock and cash. The Option Committee, in granting
Employee Options, shall have discretion to determine the terms upon which such
Employee Options shall be relinquishable, subject to the applicable provisions
of the Employee Plan, and including such provisions as are deemed advisable to
permit the exemption from the operation of Section 16(b) of the Exchange Act in
whole or in part of any such transaction involving such relinquishment, and
Employee Options outstanding, and option agreements or certificates evidencing
such Employee Options, may be amended, if necessary, to permit such exemption.
The right to relinquish any Employee Options to the Company is not
assignable or otherwise transferable except by will or the laws of descent and
distribution. No right of relinquishment may be exercised within the first six
months of the date of grant of such right; provided, however, that this
limitation shall not apply in the event of death or disability.
Modification and Termination. The Employee Plan may be amended or
terminated by the Board of Directors of the Company at any time without the
approval of the stockholders, except where such amendment or alteration (a)
changes the number of shares of Common Stock subject to the Employee Plan,
except as provided for by the anti-dilution provision of the Employee Plan or
(b) alters the class of persons eligible to receive Employee Options. In
addition, the Board of Directors of the Company may not, without the affected
Optionee's written consent, modify the terms and conditions or alter, terminate
or impair any right or obligation under any outstanding Employee Option.
Administration. Authority to administer the Employee Plan has been
delegated to the Option Committee. Except as expressly provided by the
Employee Plan, the Option Committee has the authority, in its discretion, to
award Employee Options and to determine the terms and conditions (which need
not be identical) of such Employee Options, including the persons to whom, and
the time or times at which, Employee Options will be awarded, the number of
Employee Options to be awarded to each such person, the exercise price of any
such Employee Options, and the form, terms and provisions of any agreement
pursuant to which such Employee Options are awarded.
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<PAGE> 10
THE AFFIRMATIVE VOTE BY THE HOLDERS OF AT LEAST A MAJORITY OF THE
SHARES OF THE COMPANY'S COMMON STOCK REPRESENTED AT THE 1995 ANNUAL MEETING OF
STOCKHOLDERS IS REQUIRED FOR APPROVAL OF THE OPTION PLAN AMENDMENT.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE ADOPTION OF THE
PROPOSED OPTION PLAN AMENDMENT AND RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
APPROVAL OF THE PROPOSED OPTION PLAN AMENDMENT.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the total number and percentage of the
outstanding shares of the Company's Common Stock beneficially owned as of March
15, 1995, with respect to each person (including any "group" as defined in
Section 13(d)(3) of the Exchange Act) the Company knows to have beneficial
ownership of more than 5% of the Company's Common Stock. The information in
this table is based solely on statements filed by the beneficial owners listed
with the Securities and Exchange Commission pursuant to Section 13(d) or 13(g)
of the Securities Exchange Act of 1934, and the Company has not made any
independent investigation into the accuracy of this information. Except as
noted below, each stockholder has sole voting and investment power with respect
to all shares owned by such stockholder.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
------------------------------------------------------------------------------------------------------
<S> <C> <C>
Leon S. Gross 1,222,046 15.7%
River Park House
3600 Conshohocken Avenue
Philadelphia, PA 19131
Metropolitan Life Insurance Company 1,091,680 (1) 14.0%
One Madison Avenue
New York, NY 10010-3690
Guardian Life Insurance Company of America 699,600 (2) 9.0%
201 Park Avenue South
New York, NY 10003
</TABLE>
__________________________________
(1) State Street Research and Management Company, One Financial Center, 38th
Floor, Boston, MA 02111-2690 reported ownership of these same securities
but disclaimed beneficial interest in the securities, noting that the
securities are, in fact, owned by various clients. Metropolitan reported
sole power to dispose of all 1,091,680 shares and sole voting power of
793,600 shares; State Street reported sole power to dispose of 1,089,480
shares and sole voting power of 791,400 shares.
(2) Guardian Life Insurance Company of America reported sole power to dispose
and voting power of 280,000 shares and shared power to dispose and voting
power of 80,000 shares.
The following table shows, as of March 15, 1995, all shares of Common
Stock held beneficially, directly or otherwise, by each director, by each
executive officer and by all directors and executive officers as a group.
Unless otherwise indicated, each such person possesses sole voting and
investment power with respect to the shares owned by him or her.
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<PAGE> 11
<TABLE>
<CAPTION>
Shares of Shares of Common Percent of
Common Stock Purchasable Total Common Stock
Name of Stock Under Beneficial Beneficially
Beneficial Owner Owned Stock Options (1) Ownership Owned
---------------- ----- ------------- --------- -----
<S> <C> <C> <C> <C>
Mark W. Anschutz . . . . . . . 4,000 42,000 46,000 .6%
John E. Bruno . . . . . . . . . 32,126 25,000 57,126 .7%
Inmann T. Dabney, Jr. . . . . . 4,000 25,000 29,000 .4%
Galal P. Doss . . . . . . . . . 122,000 4,000 126,000 1.6%
Francis L. Durand . . . . . . . 3,000 4,000 7,000 .1%
George D. Lawrence Jr. . . . . 56,824 55,000 111,824 1.4%
Lawrence M. Miller . . . . . . 1,800 5,000 6,800 .1%
Joseph A. Pardo . . . . . . . . 10,000 4,000 14,000 .2%
Cheryl A. Rich . . . . . . . . 14,032 25,000 39,032 .5%
Rex A. Sebastian . . . . . . . 3,000 4,000 7,000 .1%
All directors & executive officers
as a group (10 persons) . 250,782 193,000 443,782 5.6%
</TABLE>
__________________________________
(1) Includes only those options currently exercisable or exercisable within 60
days of March 15, 1995.
9
<PAGE> 12
COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information concerning compensation
paid to the Chief Executive Officer and the four most highly compensated
executive officers of the Company. The amounts shown under "Long-Term
Compensation" have been adjusted to reflect the two-for-one split of the
Company's Common Stock effected January 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------------ ------------
SECURITIES
UNDERLYING
OTHER ANNUAL OPTIONS/
NAME & SALARY BONUS(1) COMPENSATION(2) SARS
PRINCIPAL POSITION YEAR ($) ($) ($) (#)
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
George D. Lawrence Jr.
Chief Executive Officer 1994 220,000 110,000 -- 110,000
1993 210,000 50,000 -- --
1992 210,000 40,000 -- --
Mark W. Anschutz
Vice President Operations 1994 131,000 66,750 -- 50,000
1993 125,000 35,000 -- --
1992 125,000 30,000 -- --
John E. Bruno
Vice President 1994 118,000 66,750 77,596 50,000
Egyptian Activities 1993 110,000 35,000 112,756 --
1992 110,000 30,000 103,217 --
Inmann T. Dabney, Jr.
Vice President 1994 167,000 66,750 30,588 50,000
Exploration & Development 1993 162,000 40,000 -- --
1992 162,000 30,000 -- --
Cheryl A. Rich
Vice President & 1994 118,000 66,750 -- 50,000
Chief Financial Officer 1993 110,000 35,000 -- --
1992 110,000 30,000 -- --
</TABLE>
__________________________________
(1) The accrued bonuses shown for each year were paid in the following year.
(2) The Company typically provides additional compensation, overseas benefits,
tax equalization payments and relocation expenses in connection with the
overseas services of employees. The amounts for Messrs. Bruno and Dabney
relate entirely to their overseas assignments.
COMPENSATION PURSUANT TO PLANS
The Company has a 1990 Employee Stock Option Plan (the "Employee
Plan"). The Company has proposed an amendment to the Employee Plan. See
"Proposal to Amend the 1990 Employee Stock Option Plan" for a description of
the proposed amendment and a summary of the Employee Plan.
The Company also has a 1990 Nonemployee Director Stock Option Plan
("Director Stock Option Plan") which initially reserved 150,000 shares of
Common Stock for issuance upon exercise of stock options granted to nonemployee
directors under the Director Stock Option Plan. The Director Stock Option Plan
provides for a term of ten years. New options granted under this plan vest
over a period of three years at the rate of one-third per year. Vesting of
options
10
<PAGE> 13
ceases upon the individual no longer being a member of the Board of Directors.
The Director Stock Option Plan was amended in 1994 and authorizes the grant of
options to purchase 6,000 shares of Common Stock to each director of the
Company, who is not otherwise an employee of the Company, upon election to the
Board of Directors. The Director Stock Option Plan further provides that each
nonemployee director of the Company be granted additional options covering a
sufficient number of shares of Common Stock, so that after such grant such
nonemployee director would hold in the aggregate, including all options
previously granted to such nonemployee director that remain unexercised,
options covering at least 6,000 shares of Common Stock. The exercise price of
options granted is the closing price of the shares of Common Stock on the date
of the grant of such options.
The Company has an Annual Incentive Plan (the "Annual Plan"), the
purpose of which is to reward key executives for their contributions toward
improved earnings performance and reserve levels resulting in enhanced
stockholder value. The effective date of the Annual Plan was January 1, 1994.
Under the Annual Plan, key employees of the Company are eligible, in the
aggregate, to receive annually cash bonuses of up to 50% of their base
salaries. The actual amount of such bonuses is a function of corporate
earnings and hydrocarbon reserve levels.
The Annual Plan is administered by the Audit and Compensation
Committee (the "Committee") of the Board of Directors. The Committee has the
authority to: (i) determine eligible participants of the Annual Plan; (ii)
establish performance objectives and minimum thresholds; (iii) certify whether
or not performance objectives have been met; and (iv) calculate final award
payments. The Committee may also make additional discretionary awards for
outstanding contributions to the Company's interests, which may not be
reflected in a manner which produces an appropriate award under the provisions
of the Annual Plan. Such discretionary awards shall be subject to final
approval by the Board of Directors.
All key employees of the Company and its wholly-owned subsidiaries who
contribute in a substantial measure to the Company's performance are eligible
to participate in the Annual Plan. Annual Incentive Awards are based on
increases or decreases in the Defined Income (as described in the Annual Plan)
of the Company between the Computational Year, which is the fiscal year for
which the Annual Incentive Award is computed, and the Base Period, which is the
three fiscal years preceding the Computational Year. In the event of a change
of control of the Company, or any similar or related event, the Committee,
subject to final approval of the Board, shall, in its discretion, make
modifications, enhancements or accelerations to the Annual Plan in a manner
appropriate to the circumstance, which manner shall be guided principally by
the relevant provisions of the Participants' employment contracts and related
arrangements.
The Board of Directors reserves the right to modify or terminate the
Annual Plan at any time, provided that no such action will adversely affect any
awards already payable. In the event of termination of the Annual Plan,
amounts previously accrued but not paid shall be considered earned by the
Participant and are therefore payable to the Participant.
The Company also has a Deferred Incentive Compensation Plan (the
"Deferred Plan"), the purpose of which is to promote the interests of the
Company and its stockholders by attracting and retaining key executives as
members of management by providing performance-related incentives based on
longer-range goals and by aligning such incentive opportunities with
stockholder value. The effective date of the Deferred Plan was April 1, 1994.
Under the Deferred Plan, key employees are eligible to receive cash bonuses
calculated as a function of stock price increases. Payment of such cash
bonuses is generally deferred for two years and conditional on the employee
continuing in the employment of the Company. The amount of such bonuses cannot
exceed 20.1% of base salary annually, except in the case of the Chief Executive
11
<PAGE> 14
Officer, where such cash bonuses under the Deferred Plan can be no higher than
40.2% of base salary.
The Deferred Plan is administered by the Committee. The Committee has
the authority to: (i) determine eligible participants of the Deferred Plan;
(ii) establish performance objectives and minimum thresholds; (iii) certify
whether or not performance objectives have been met; and (iv) calculate
deferred award grants. The Committee may also make additional discretionary
awards for outstanding contributions to the Company's interests, which may not
be reflected in a manner which produces an appropriate award under the
provisions of the Deferred Plan. Such discretionary awards shall be subject to
final approval by the Board of Directors.
All key employees of the Company and its wholly-owned subsidiaries who
contribute in a substantial measure to the Company's performance are eligible
to participate in the Deferred Plan. Deferred Award Grants are based on
changes in the quoted price per share of the Company's Common Stock over
specified periods. In the event of a change of control of the Company, or any
similar or related event, the Committee, subject to final approval of the
Board, shall, in its discretion, make modifications, enhancements or
accelerations to the Deferred Plan in a manner appropriate to the circumstance,
which manner shall be guided principally by the relevant provisions of the
Participants' employment contracts and related arrangements.
The Board of Directors reserves the right to modify or terminate the
Deferred Plan at any time, provided that no such action will adversely affect
any awards already payable. In the event of termination of the Deferred Plan,
amounts previously accrued but not paid shall be considered earned by the
Participant and are therefore payable to the Participant.
OPTIONS GRANTED
The following table sets forth information concerning stock options
granted during the fiscal year ended December 31, 1994 pursuant to the
Company's 1990 Employee Stock Option Plan, adjusted for the Company's
two-for-one stock split.
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants for Option Term
----------------------------------------------------------------------------------- --------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees or Base
Granted in Fiscal Price Expiration
Name (#) Year ($/Sh) Date 5% ($) 10% ($)
--------------------------- ----------- ------------ ------------ ------------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
George D. Lawrence Jr. . . 110,000 29.7% $13.19 04/06/04 $ 912,290 $2,311,923
Mark W. Anschutz . . . . . 50,000 13.5% $13.19 04/06/04 $ 414,677 $1,050,874
John E. Bruno . . . . . . . 50,000 13.5% $13.19 04/06/04 $ 414,677 $1,050,874
Inmann T. Dabney, Jr. . . . 50,000 13.5% $13.19 04/06/04 $ 414,677 $1,050,874
Cheryl A. Rich . . . . . . 50,000 13.5% $13.19 04/06/04 $ 414,677 $1,050,874
</TABLE>
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUE
The following table sets forth certain information regarding options
exercised during the year ended December 31, 1994 and the value of unexercised
options at December 31, 1994 for
12
<PAGE> 15
the named executive officers who exercised options during 1994 or who had
unexercised options at December 31, 1994, adjusted to reflect the Company's
two-for-one stock split effected in January 1995. "(U)" denotes options that
are not currently exercisable.
<TABLE>
<CAPTION>
Number of Value of
Shares Acquired Securities Underlying Unexercised
Name on Exercise (#) Value Realized ($) Unexercised Options In-the-Money Options
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
George D. Lawrence Jr. . . . -- $ -- 110,000 (U) $1,161,875 (U)
Mark W. Anschutz . . . . . . 4,000 47,250 17,000 350,625
Mark W. Anschutz . . . . . . -- -- 50,000 (U) 528,125 (U)
John E. Bruno . . . . . . . . -- -- 50,000 (U) 528,125 (U)
Inmann T. Dabney, Jr. . . . . -- -- 50,000 (U) 528,125 (U)
Cheryl A. Rich . . . . . . . -- -- 50,000 (U) 528,125 (U)
TOTAL . . . . . . . . . . . . 4,000 $ 47,250 327,000 $3,625,000
</TABLE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS
The Company has entered into employment agreements with each of its
executive officers, other than the Chairman of the Board. The employment
agreements with all of its executive officers, other than the Chief Executive
Officer, are of indefinite duration. These employment agreements may be
terminated (i) by the Company, without cause, on the thirtieth day following
written notice of termination from the Company to the employee; (ii) by the
Company, for cause, on the day the Company gives written notice of termination
to the employee for cause; or (iii) by the employee on the day the employee
gives notice of termination to the Company. These agreements provide for
severance payments equal to 18 months' base salary to the executives in the
event of termination of employment by the Company without cause. These
payments are required to be made over a period of 18 months, unless such
termination is made in connection with a liquidation or merger of the Company,
in which cases such payments are made in a single lump sum. Pursuant to the
terms of these employment agreements the Board may, in its sole discretion,
increase the base salary of the employee and/or provide other additional
compensation to the employee.
The Chief Executive Officer's employment agreement is similar to those
described above, except that it is for a duration of three years, expiring
April 24, 1997. This agreement provides for a lump sum severance payment of
two years' base salary upon termination of employment by the Company without
cause, or upon occurrence of certain events following a change of control of
the Company (as defined in the employment agreement). In addition, it provides
that the Chief Executive Officer will receive a lump sum payment of two years'
base salary if his employment with the Company does not continue beyond April
24, 1997.
The stock option plans of the Company provide that the vesting of
stock options will be accelerated following a change of control of the Company.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following report regarding 1994 executive compensation is
submitted, as of March 6, 1995, by the Audit and Compensation Committee of the
Board of Directors (the "Committee"):
"Executive compensation levels, and procedures utilized in order to
arrive at such levels, are established and monitored by the Committee, subject
to the approval of the Board of Directors. In 1994 the Committee members were
Francis L. Durand, Chairman; Sanjeev K. Mehra (who resigned as a director and
member of the Committee on March 25, 1994); Lawrence M. Miller (who replaced
Mr. Mehra on the Committee); Joseph A. Pardo; and Rex A. Sebastian, all
nonemployee directors of the Company. During 1994 all decisions of the
Committee were reviewed and approved by the entire Board.
13
<PAGE> 16
"The Company's policies covering executive compensation are designed
to attract and retain key qualified executives with due consideration being
given to the enhancement of stockholder value. Such retention is a significant
factor in maintaining the Company's successful operations, especially
considering the complexities and uniqueness of the Company's operations under
concessions granted by the Egyptian government and related joint ventures. The
Committee is of the opinion that the key employees' knowledge of, and prior
experience with, the myriad of factors which impact operations under Egyptian
concessions, have contributed substantially to the Company's success.
Executive compensation is divided among base salaries, the Annual Incentive
Plan, the Deferred Incentive Plan and stock options. In addition, the Company
provides group life and health insurance covering all eligible employees
(including nonexecutives) which is funded by the Company. The following is a
discussion of the four components of the Company's executive compensation
policy.
"Base Salaries. The Committee reviews executives' base salaries,
including that of the Chief Executive Officer, on an annual basis. Base
salaries of executives are linked to industry comparability and are not linked
to the performance of the Company. In December 1993 Committee members reviewed
a report prepared by an independent consulting firm comparing base salary
levels of Company executives, including the Chief Executive Officer, with
executives at other relatively comparable independent oil and gas companies
selected by the independent consultant. Using the survey data as a basis, the
annual base salaries of the Company's executives were adjusted to move towards
comparability between those paid by the Company and the salaries paid to the
executives of the companies covered by the survey. Base salaries were reviewed
again in December 1994, again using an independent consulting firm and
reviewing its data base of 22 relatively comparable independent oil and gas
companies. Based on the 1994 review, base salaries were again adjusted
upwards, effective January 1, 1995, to achieve comparability with mean salaries
of comparable executives of other comparably sized independent oil and gas
companies.
"1994 Operating and Financial Results. Unlike base salaries, the
remaining components of the Company's executive compensation policy are linked
to the performance of the Company. Accordingly, in applying the remaining
components, the Committee first reviews the operating and financial results of
the Company. During calendar year 1994 the Company attained significant levels
of success as noted by the following comparisons (1994 vs. 1993): Net income
increased 4.5%; the Standardized Measure of Discounted Future Net Cash Flows
Related to Oil and Gas Reserves increased 46.1%; the barrels of oil equivalent
(BOE) in oil and gas reserves increased 24.5%; and the per share price of the
Company's Common Stock, based on the closing price as of December 31, increased
51.4%. The actions taken by the Committee reflect this excellent performance.
"Annual Incentive Plan. During 1994 the Committee recommended, and
the Company's Board of Directors approved, the adoption of the Annual Incentive
Plan ("Annual Plan"), effective as of January 1, 1994. This plan was designed
(along with the Deferred Incentive Plan and stock options) to provide key
executives, including the Chief Executive Officer, with incentives to enhance
stockholder values through improved operating efficiency and the related
financial results. The Annual Plan provides for cash bonuses to be awarded to
the Company's executive officers, pursuant to a formula based on the Company's
net income (as adjusted) and present value of future net revenues from oil and
gas reserves. The bonuses calculated under the Annual Incentive Plan to key
executives cannot, in the aggregate, exceed 50% of their base salaries. Due to
the excellent performance of the Company during 1994, maximum bonuses were
awarded under the Annual Plan.
"Deferred Incentive Compensation Plan. During 1994 the Board of
Directors adopted, upon recommendation of the Committee, the Deferred Incentive
Compensation Plan ("Deferred Plan"), effective as of April 1, 1994. The
Deferred Plan is designed to award key executives
14
<PAGE> 17
with cash bonuses based on the increase in the market price of the Company's
Common Stock. The Deferred Plan provides an incentive for a covered executive
to stay with the Company. The Deferred Plan also provides an incentive, in
addition to that provided by the Annual Incentive Plan, to the executives
covered by the Deferred Plan, to enhance stockholder values through efforts
contributing to increases in the market price of the Company's Common Stock.
No bonuses had been earned under the Deferred Plan as of December 31, 1994.
Under the Deferred Plan the first date on which such bonuses are earned (but
not vested) is April 1, 1995. Bonuses earned under the Deferred Plan on April
1, 1995, if any, would not generally be payable until April 1, 1997 and are
generally conditioned upon continued employment with the Company until such
date.
"Stock Options. The 365,000 options granted in 1994 vest over a
three-year period. An additional 150,000 options were granted in March 1995,
vesting over a four-year period. These options provide additional incentive
for key employees to continue their tenure as Company employees. The Committee
believes that the Company's stock option program serves as a key incentive in
retaining the services of stock option recipients and contributing to increases
in stockholder values through the efforts of such recipients.
"Chief Executive Officer. Compensation levels for Mr. George D.
Lawrence Jr., the Company's Chief Executive Officer, are given special
consideration in the course of Committee deliberations involving executive
compensation. Mr. Lawrence's share of salary increases, bonuses, etc. noted
in the preceding discussion were in the following approximate amounts:
<TABLE>
<S> <C>
Discretionary bonus - for 1993 . . . . . . . . . . . . $ 50,000
Increase in base salary from 1993 to 1995 . . . . . . $ 52,000
Annual Plan bonus for 1994 . . . . . . . . . . . . . . $ 110,000
Accrual of Deferred Plan bonus (subject to subsequent
adjustment) . . . . . . . . . . . . . . . . . . . . . $ 56,000
Stock options granted in 1994 . . . . . . . . . . . . 110,000
</TABLE>
"The Committee is of the opinion that Mr. Lawrence's knowledge of, and
prior experience with, the myriad of factors which impact operations under
Egyptian concessions, has contributed substantially to the significant levels
of success referred to in the preceding discussion and illustrated by the
accompanying performance graph. Accordingly, the Committee deems the
compensation level factors applicable to him are appropriate."
COMPENSATION COMMITTEE: Francis L. Durand, Chairman
Lawrence M. Miller, Joseph A. Pardo and Rex A. Sebastian
15
<PAGE> 18
PERFORMANCE GRAPH
During 1994 the Company was selected as a member of Standard & Poor's
S&P SmallCap 600, an index designed to track the stock performance of
small-capitalization companies. Therefore, the Company has elected to use
S&P's indexes in its performance graph instead of using the Dow Jones indexes
that were used in previous years. A database for the S&P SmallCap 600 is not
yet available. The following graph compares the Company's cumulative total
stockholder return with the cumulative total stockholder returns of the S&P Oil
(Exploration/Production) Index and the S&P 500 Index, as well as the Dow Jones
Equity Market Index and the Dow Jones Oil Secondary Index, for the period
beginning with the date the Company's Common Stock was first registered under
Section 12 of the Exchange Act through December 31, 1994.
THE PHOENIX RESOURCE COMPANIES, INC.
COMPARISON OF CUMULATIVE TOTAL RETURN TO STOCKHOLDERS
[GRAPH]
<TABLE>
<CAPTION>
04/10/90 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
The Phoenix Resource Companies, Inc. 100 100 260 386 502 765
Standard & Poor's Oil Index 100 84 61 57 56 44
Standard & Poor's 500 Index 100 99 129 139 153 155
Dow Jones Equity Market Index 100 99 131 142 156 157
Dow Jones Oil Secondary Index 100 86 84 85 94 91
</TABLE>
CERTAIN TRANSACTIONS
In March 1994 the Company purchased 257,602 shares of its Common Stock
at an aggregate purchase price of $3,468,611 from Goldman, Sachs & Co.
("Goldman"). This purchase was made in connection with the public sale by
Goldman of 2,320,000 shares of Common Stock of the Company owned by Goldman.
At the time of these transactions, Goldman owned approximately 30.4% of the
then issued and outstanding shares of Common Stock of the Company. In
addition, the Company incurred $225,123 in connection with the public sale by
16
<PAGE> 19
Goldman of such stock. Mr. Sanjeev K. Mehra and Mr. Peter G. Sachs are
employees of Goldman and served as directors of the Company from September 1990
to March 1994.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon the recommendation of the Audit and
Compensation Committee of the Board, has selected Arthur Andersen & Co. to act
as independent auditors for the Company for the year ending December 31, 1995.
Representatives of Arthur Andersen & Co. will be present at the Annual Meeting,
will have the opportunity to make a statement if they so desire and will be
available to respond to appropriate questions.
OTHER MATTERS
The Company does not intend to bring any matters before the meeting
other than those set forth above and the Company knows of no other matters to
be brought before the meeting by others. However, if any other matters are
brought before the meeting, the proxies named in the enclosed form of proxy
will vote in accordance with their judgment on such matters.
By Order of the Board of Directors
PATRICIA J. MURANO
Secretary
YOUR COOPERATION IN GIVING THIS MATTER YOUR IMMEDIATE
ATTENTION AND IN RETURNING YOUR PROXY PROMPTLY
WILL BE APPRECIATED.
March 29, 1995
Oklahoma City, Oklahoma
17
<PAGE> 20
EXHIBIT A
CERTIFICATE OF AMENDMENT
TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
THE PHOENIX RESOURCE COMPANIES, INC.
(PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION LAW OF THE STATE OF
DELAWARE)
The Phoenix Resource Companies, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), hereby certifies the following:
FIRST: That Article 4.01 of the Amended and Restated Certificate
of Incorporation of the Corporation be, and hereby is, amended to read in its
entirety as follows:
Authorized Shares. The total number of shares of all classes of stock
that the Corporation shall have authority to issue is 25,000,000, of
which 20,000,000 shall be common stock, par value $.01 per share, and
5,000,000 shall be preferred stock, par value $.01 per share. The
number of authorized shares of common stock and preferred stock may be
increased or decreased by the affirmative vote of the holders of at
least a majority of the shares of the Corporation's capital stock then
entitled to vote in an election of directors, without a separate vote
of holders of preferred stock as a class. Each share of common stock
shall entitle its holder to one vote.
SECOND: That the foregoing amendment to Article IV of the Amended
and Restated Certificate of Incorporation and resolution pertaining thereto was
duly adopted by the Board of Directors of the Corporation in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.
THIRD: That the foregoing amendment to Article IV of the Amended
and Restated Certificate of Incorporation was duly adopted and approved by the
stockholders of the Corporation entitled to vote thereon, in accordance with
the provisions of the Amended and Restated Certificate of Incorporation and
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, this instrument has been executed for, on behalf
of, and in the name of the Corporation by its officers thereunto duly
authorized on May 9, 1995.
THE PHOENIX RESOURCE COMPANIES, INC.
By: ________________________________
George D. Lawrence Jr., President and Chief
ATTEST: Executive Officer
By: _____________________________
Patricia J. Murano, Secretary
A-1
<PAGE> 21
EXHIBIT B
AMENDMENT NUMBER ONE
TO
THE 1990 EMPLOYEE STOCK OPTION PLAN
THIS AMENDMENT NUMBER ONE TO THE 1990 EMPLOYEE STOCK OPTION PLAN OF
THE PHOENIX RESOURCE COMPANIES, INC. (the "Option Plan Amendment") is made as
of May 9, 1995 (the "Effective Date").
WHEREAS, The Phoenix Resource Companies, Inc. (the "Company") adopted
the 1990 Employee Stock Option Plan (the "Plan"), pursuant to which employees
of the Company are eligible to receive options.
WHEREAS, the Plan provides that the stockholders of the Company have
the right to amend the Plan.
WHEREAS, at the 1995 Annual Meeting of Stockholders, the stockholders
of the Company approved an amendment to a provision of the Plan, which is set
forth in this Amendment.
NOW, THEREFORE, the Plan is amended as set forth below:
1. Section 4 of the Plan is hereby amended by adding the following
at the end of the first sentence thereof:
Pursuant to Amendment Number One of the Plan, approved by
the stockholders at its 1995 Annual Meeting, an additional
300,000 shares of Common Stock, par value $.01 per share,
of the Company shall be subject to this Plan, subject to
adjustment as provided in Paragraph 9 hereof.
2. Except as specifically amended as set forth above, all of the
other terms and provisions of the Plan shall remain in full force and effect.
THE PHOENIX RESOURCE COMPANIES, INC.
By: _______________________________
George D. Lawrence Jr., President
and Chief Executive Officer
B-1
<PAGE> 22
__________
COMMON
1. Election of Directors:
FOR all nominees WITHHOLD
listed (except AUTHORITY
as marked to for all nominees
the contrary) listed
/ / / /
2. Approval of the Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of the Company, as more fully described in the
Proxy Statement (the "Certificate Amendment").
/ / FOR / / AGAINST / / ABSTAIN
Galal P. Doss, Francis L. Durand, George D. Lawrence Jr., Lawrence M. Miller,
Joseph A. Pardo and Rex A. Sebastian
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominee's name on the space provided below.)
________________________________________________________________________________
3. Approval of an amendment to the Company's 1990 Employee Stock Option Plan,
as more fully described in the Proxy Statement (the "Option Plan
Amendment").
/ / FOR / / AGAINST / / ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournment(s) or
postponement(s) thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED, OR IF NO SPECIFICATION IS INDICATED,
THIS PROXY WILL BE VOTED FOR THE ELECTION TO THE BOARD OF DIRECTORS OF THE
NOMINEES LISTED ON THIS PROXY; FOR APPROVAL OF THE CERTIFICATE AMENDMENT; FOR
APPROVAL OF THE OPTION PLAN AMENDMENT; AND, IN THE DISCRETION OF THE PROXIES,
ON ANY OTHER BUSINESS.
This proxy revokes all prior proxies given with respect to the shares of the
undersigned.
Dated ___________________________________________________________________, 1995
________________________________________________________________________________
________________________________________________________________________________
Signature(s)
Please sign your name above exactly as it appears on your stock certificate,
date and return promptly. When signing on behalf of a corporation,
partnership, estate, trust or in any other representative capacity, please
sign name and title. For joint accounts, each joint owner must sign.
IMPORTANT -- Please sign, date and mail this proxy promptly in the enclosed
envelope, which requires no postage if mailed in the United States or Canada.
--------------------------------------------------------------------------------
PROXY
THE PHOENIX RESOURCE COMPANIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 9, 1995
The undersigned hereby (a) acknowledges receipt of the Notice of Annual
Meeting of Stockholders of The Phoenix Resource Companies, Inc. (the "Company")
to be held on May 9, 1995 and the Proxy Statement in connection therewith, each
dated March 29, 1995; (b) appoints George D. Lawrence Jr. and Patricia J.
Murano, or either of them, each with the power to appoint a substitute, as
Proxies of the undersigned; (c) authorizes the Proxies to represent and to
vote, as designated on the reverse side, all the shares of Common Stock of the
Company held of record by the undersigned on March 15, 1995 at such annual
meeting and at any adjournment(s) thereof; and (d) revokes any proxies
heretofore given.
(Continued and to be signed on reverse side)
