<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
------------ ------------
Commission file number 1-547
THE PHOENIX RESOURCE COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-1927105
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6525 North Meridian Avenue
Oklahoma City, Oklahoma 73116-1491
(Address of Principal Executive Offices) (Zip Code)
(405) 728-5100
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
- ----------------------- -----------------------
Common Stock American Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /X/
-----
The aggregate market value of the voting stock outstanding and held by
nonaffiliates of registrant: $296,444,079 as of February 20, 1996.
As of February 20, 1996 there were 16,089,756 shares of the
registrant's Common Stock, $0.01 par value, outstanding.
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The Phoenix Resource Companies, Inc. (the "Company") hereby amends
Part III of its Annual Report on Form 10-K for the year ended December 31, 1995
to read in its entirety as follows:
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of the Company and their
respective positions and ages are set forth below. Each director of the
Company shall hold office until the annual meeting of stockholders to be held
in 1998 and until his successor is elected and qualified and each executive
officer shall hold office until his or her successor is elected and qualified.
Joseph A. Pardo -- Mr. Pardo, age 62, 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 41, joined the Board in April 1990.
From 1982 to the present, Mr. Doss served as Chairman and Chief Executive
Officer of Family Foods S.A.E., 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 73, 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 45, has served as
President, Chief Executive Officer and a member of the Board of Directors since
1990. He has held various positions with the Company since August 1985.
Lawrence M. Miller -- Mr. Miller, age 49, 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 66, joined the Board in April
1990. Since 1985, Mr. Sebastian has been a professional director and
management consultant. He currently serves on the boards of the following
publicly traded companies: Ferro Corporation, a manufacturer of specialty
materials and chemicals for industry, and Hallwood Energy Corporation, an oil
and gas company.
Mark W. Anschutz -- Mr. Anschutz, age 43, has served as Vice President
- - Operations of the Company since May 1994 and as Vice President since April
1990. He has held various positions with the Company since 1981. Mr. Anschutz
is a Registered Professional Engineer within the States of Oklahoma and Texas.
John E. Bruno -- Mr. Bruno, age 44, has served as Vice President -
Egyptian Activities of the Company since May 1994 and as Vice President of the
Company's wholly-owned subsidiary, Phoenix Resources Company of Egypt, since
August 1985. He is currently General Manager of the Company's Cairo office.
Mr. Bruno has held various positions with the Company since 1978. Mr. Bruno is
a Certified Public Accountant registered in the State of Oklahoma.
Inmann T. Dabney, Jr. -- Mr. Dabney, age 51, has served as Vice
President - Exploration and Development of the Company since May 1994 and as
Vice President since April 1990. He has held
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various positions with the Company since 1985. Mr. Dabney is a Registered
Professional Engineer in the State of Texas.
Michael C. Nemec -- Mr. Nemec, age 41, has served as Vice President -
Exploration of the Company since May 1995 and as Vice President of the
Company's wholly-owned subsidiary, Phoenix Resources Company of Qarun, since
December 1994. From 1990 to 1994 Mr. Nemec provided geological and geophysical
consulting services to the Company in respect of its Egyptian operations. From
1985 to 1990 Mr. Nemec was an employee of the Company.
Cheryl A. Rich -- Ms. Rich, age 41, has served as Vice President,
Chief Financial Officer and Controller of the Company since May 1994 and as
Vice President since April 1990. She has held various positions with the
Company since 1979. She is a Certified Public Accountant registered in the
State of Oklahoma.
ITEM 11 EXECUTIVE 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 splits of the
Company's Common Stock effected January and September 1995.
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
--------------------------------------------------- ------------
Securities
Other Annual Underlying
Salary Bonus1 Compensation2 Options/SARs
Name & Principal Position Year ($) ($) ($) (#)
- ---------------------------------- ---- ------- ------- ------------- -----------
<S> <C> <C> <C> <C> <C>
George D. Lawrence Jr.
Chief Executive Officer 1995 261,804 130,900 -- 80,000
1994 220,000 110,000 -- 220,000
1993 210,000 50,000 -- --
Mark W. Anschutz
Vice President - Operations 1995 150,000 68,175 -- 40,000
1994 131,000 66,750 -- 100,000
1993 125,000 35,000 -- --
John E. Bruno
Vice President - 1995 141,000 75,750 124,350 40,000
Egyptian Activities 1994 118,000 66,750 77,596 100,000
1993 110,000 35,000 112,756 --
Inmann T. Dabney, Jr.
Vice President - 1995 183,000 83,325 124,350 40,000
Exploration & Development 1994 167,000 66,750 30,588 100,000
1993 162,000 40,000 -- --
Michael C. Nemec
Vice President - Exploration 1995 142,500 75,750 151,294 40,000
1994 11,667(3) -- -- 100,000
</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, Dabney and
Nemec relate entirely to their overseas assignments.
3 Mr. Nemec's employment with the Company commenced on December 1, 1994.
COMPENSATION PURSUANT TO PLANS
The Company has a 1990 Employee Stock Option Plan, as amended (the
"Employee Plan") which initially reserved 1,600,000 shares of Common Stock for
issuance upon exercise of stock options granted to employees under the Employee
Plan.
The purpose of the Employee Plan is to increase the incentive and
encourage the continued employment of key employees by facilitating their
purchase of a stock interest in the Company. The Employee Plan is administered
by the Board of Directors, without the participation of any director who is an
employee of the Company. The Board selects the employees to whom options are
granted and the number and vesting schedule of shares to be granted based upon
an employee's length of service, amount of compensation and responsibilities,
duties and functions. Officers and other full-time employees of the Company
are eligible to receive options under the Employee Plan. The Employee Plan
provides for a term of ten years. The option price may not be less than 100%
of the fair market value of the shares on the date of the grant, and no option
shall be exercisable after the expiration of ten years from the date it is
granted. An optionee cannot transfer or assign any option other than by will
or in accordance with the laws of descent and distribution. Payment for
options exercised must be made to the Company in cash or cash equivalent in the
form of a certified or cashier's check in the amount of the exercise price, or,
at the option of the holder of such option, in stock theretofore owned by such
holder,
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or any combination of cash and such stock. The Employee Plan was amended in
1995 to provide an additional 600,000 shares of Common Stock subject to the
Plan.
The Company also has a 1990 Nonemployee Director Stock Option Plan, as
amended ("Director Stock Option Plan") which initially reserved 300,000 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 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 12,000 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 12,000 shares of Common Stock.
Any options granted pursuant to this provision become exercisable three years
after the date of grant. 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 Compensation Committee (the
"Compensation Committee") of the Board of Directors. The Compensation
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 Compensation 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.
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
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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 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 Compensation Committee. The
Compensation 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 Compensation 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.
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 Compensation 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, 1995 pursuant to the
Company's 1990 Employee Stock Option Plan, adjusted for the Company's
two-for-one stock split effected in September 1995.
<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. . . . . 80,000 26.7% $ 12.44 03/08/05 $ 625,876 $ 1,586,093
Mark W. Anschutz . . . . . . . 40,000 13.3% $ 12.44 03/08/05 $ 312,938 $ 793,046
John E. Bruno . . . . . . . . . 40,000 13.3% $ 12.44 03/08/05 $ 312,938 $ 793,046
Inmann T. Dabney, Jr. . . . . . 40,000 13.3% $ 12.44 03/08/05 $ 312,938 $ 793,046
Michael C. Nemec . . . . . . . 40,000 13.3% $ 12.44 03/08/05 $ 312,938 $ 793,046
</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, 1995 and the value of unexercised
options at December 31, 1995 for the named
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executive officers who exercised options during 1995 or who had unexercised
options at December 31, 1995, adjusted to reflect the Company's two-for-one
stock splits effected in January and September 1995. "(U)" denotes options
that were not exercisable at December 31, 1995.
<TABLE>
<CAPTION>
Number of Value of
Shares Acquired Securities Underlying Unexercised
Name on Exercise (#) Value Realized ($) Unexercised In the Money Options
---- --------------- ------------------ --------------- --------------------
<S> <C> <C> <C> <C>
George D. Lawrence Jr. . . . . . . . -- $ -- 110,000 $1,172,193
George D. Lawrence Jr. . . . . . . . -- -- 190,000 1,557,193 (U)
Mark W. Anschutz . . . . . . . . . . 4,000 68,875 80,000 1,003,440
Mark W. Anschutz . . . . . . . . . . -- -- 90,000 725,315 (U)
John E. Bruno . . . . . . . . . . . . -- -- 50,000 532,815
John E. Bruno . . . . . . . . . . . . -- -- 90,000 725,315 (U)
Inmann T. Dabney, Jr. . . . . . . . . -- -- 50,000 532,815
Inmann T. Dabney, Jr. . . . . . . . . -- -- 90,000 725,315 (U)
Michael C. Nemec . . . . . . . . . . -- -- 50,000 359,375
Michael C. Nemec . . . . . . . . . . -- -- 90,000 551,875 (U)
----- --------- ------- ----------
TOTAL . . . . . . . . . . . . . . . . 4,000 $ 68,875 890,000 $7,885,651
===== ========= ======= ==========
</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 payable over 18
months. If a change of control of the Company occurs, the employee receives
a lump sum payment equal to 18 months' base salary. 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.
The Annual Plan and the Deferred Plan both have change of control provisions.
If a change of control were to occur at this time, the executive officers of
the Company would receive in the aggregate approximately $1,300,000 under the
Deferred Plan and approximately $300,000 under the Annual Plan.
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
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meeting. Board members are reimbursed for additional out-of-pocket expenses
incurred in association with Board and committee meetings.
Pursuant to the Nonemployee Director Compensation Plan, which is
subject to stockholder approval, each nonemployee director of the Company will
be entitled to received 1,500 shares of Common Stock of the Company for each
year that individual served as a director of the Company during the period
commencing May 11, 1993 and ending on such director's termination as a director
of the Company or, in the case of a change of control, ending on the expiration
of the directors full term (which for all current directors of the Company is
May 1998).
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
Francis L. Durand, Galal P. Doss, Lawrence M. Miller, Joseph A. Pardo
and Rex A. Sebastian, all of whom are nonemployee directors of the Company,
served on the Company's Compensation Committee during the year ended December
31, 1995.
ITEM 12 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 April
15, 1996, 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 2,631,692 1 16.35
River Park House
3600 Conshohocken Avenue
Philadelphia, PA 19131
Metropolitan Life Insurance Company 1,947,760 2 12.10
One Madison Avenue
New York, NY 10010-3690
Guardian Life Insurance Company of America 1,467,400 3 9.11
201 Park Avenue South
New York, NY 10003
</TABLE>
- ------------------------------
1 Mr. Gross reported sole voting power with
respect to all of the shares and sole power to dispose of 341,600 shares and
shared power to dispose of 2,291,092 shares.
2 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 and voting power of
1,947,760 shares; State Street reported sole power to dispose of 1,919,160
shares and sole voting power of 1,737,900 shares.
3 Guardian Life Insurance Company of America reported sole power to dispose
and voting power of 603,200 shares and shared power to dispose and voting power
of 864,200 shares.
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The following table shows, as of April 15, 1996, all shares of Common
Stock held beneficially, directly or otherwise, by each director, by each
executive officer listed in the Summary Compensation Table 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.
<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 Options1 Ownership Owned
---------------- -------- ---------------- --------- ------------
<S> <C> <C> <C> <C>
Mark W. Anschutz . . . . . . . . . . . 8,000 105,000 113,000 .7%
John E. Bruno . . . . . . . . . . . . . 64,252 75,000 139,252 .9%
Inmann T. Dabney, Jr. . . . . . . . . . 8,000 75,000 83,000 .5%
Galal P. Doss . . . . . . . . . . . . . 375,600 4,000 379,600 2.4%
Francis L. Durand . . . . . . . . . . . 14,000 4,000 18,000 .1%
George D. Lawrence Jr. . . . . . . . . 43,656 165,000 208,656 1.3%
Lawrence M. Miller . . . . . . . . . . 3,600 8,000 11,600 .1%
Michael C. Nemec . . . . . . . . . . . 4,028 50,000 54,028 .3%
Joseph A. Pardo . . . . . . . . . . . . 32,000 4,000 36,000 .2%
Rex A. Sebastian . . . . . . . . . . . 6,000 12,000 18,000 .1%
All directors & executive officers
as a group (11 persons) . . . . . 587,200 577,000 1,164,200 7.2%
</TABLE>
1 Includes only those options currently exercisable or exercisable within 60
days of April 15, 1996.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not Applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
THE PHOENIX RESOURCE COMPANIES, INC.
(Registrant)
By /s/ George D. Lawrence Jr.
------------------------------
George D. Lawrence Jr.
President and Chief Executive Officer
Date: April 29, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
By /s/ George D. Lawrence Jr.
------------------------------
George D. Lawrence Jr.
President, Chief Executive Officer
and Director
(Principal Executive Officer)
Date: April 29, 1996
By /s/ Cheryl A. Rich
------------------------------
Cheryl A. Rich
Vice President & Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: April 29, 1996
By /s/ Joseph A. Pardo*
------------------------------
Joseph A. Pardo
Chairman of the Board of Directors
Date: April 29, 1996
By /s/ Galal P. Doss*
------------------------------
Galal P. Doss
Director
Date: April 29, 1996
By /s/ Francis L. Durand*
------------------------------
Francis L. Durand
Director
Date: April 29, 1996
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By /s/ Lawrence M. Miller*
------------------------------
Lawrence M. Miller
Director
Date: April 29, 1996
By /s/ Rex A. Sebastian*
------------------------------
Rex A. Sebastian
Director
Date: April 29, 1996
*By /s/ George D. Lawrence Jr.
------------------------------
George D. Lawrence Jr.
Attorney-In-Fact
Date: April 29, 1996
11
