<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] 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-12
</TABLE>
Tipperary Corporation
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
TIPPERARY CORPORATION
633 SEVENTEENTH STREET
SUITE 1550
DENVER, COLORADO 80202
--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
JANUARY 23, 2001
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of Shareholders (the "Annual
Meeting") of Tipperary Corporation (the "Company"), a Texas corporation, will be
held in the Management Briefing Center on the fourth floor of Wells Fargo Bank,
633 Seventeenth Street, Denver, Colorado, on Tuesday, January 23, 2001, at 10:00
a.m., MST, for the purpose of taking action on:
1. The election of seven (7) directors to serve until the next Annual Meeting
of Shareholders or until their successors shall be duly elected and
qualified;
2. The ratification of the reappointment of PricewaterhouseCoopers LLP
("PricewaterhouseCoopers") as the Company's independent auditors;
3. The transaction of such other business as may properly come before the
Annual Meeting or any adjournment thereof.
The Company's Board of Directors has fixed the close of business on December 1,
2000, as the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting and any adjournment thereof. These
materials were first mailed to shareholders on or about January 3, 2001. The
principal executive office and mailing address of the Company is set forth
above.
Information concerning the matters to be acted upon at the Annual Meeting is set
forth in the accompanying Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
Elaine R. Treece
Corporate Secretary
Date: December 22, 2000
SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. PLEASE
COMPLETE AND PROMPTLY RETURN YOUR SIGNED PROXY IN THE POSTAGE-PAID ENVELOPE. THE
PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE. IF YOU ATTEND THE MEETING YOU
CAN REVOKE YOUR PROXY AND VOTE IN PERSON.
<PAGE> 3
PAGE 2 TIPPERARY CORPORATION
--------------------------------------------------------------------------------
TIPPERARY CORPORATION
PROXY STATEMENT
SOLICITATION OF PROXY
The accompanying proxy is solicited on behalf of the Board of Directors of
Tipperary Corporation in connection with the Annual Meeting of Shareholders to
be held on Tuesday, January 23, 2001, ("Annual Meeting") in the Management
Briefing Center on the fourth floor of Wells Fargo Bank, 633 Seventeenth Street,
Denver, Colorado, at 10:00 a.m., MST.
The cost of preparing, assembling and mailing the Notice of Annual Meeting of
Shareholders, Proxy Statement and form of proxy, which are first being mailed to
the shareholders on or about January 3, 2001, will be borne by the Company. It
is contemplated that solicitation of proxies will be primarily by mail, but may
be supplemented with personal solicitation by the Company's officers, directors
and other regular employees to whom no additional compensation will be paid.
REVOCATION OF PROXY
Any shareholder giving a proxy may revoke it at any time prior to its use by
notifying the Company either in person or by written notice of the revocation.
Each notice must specifically revoke the power to use and vote the proxy.
Shareholder attendance at the Annual Meeting may revoke any proxy given by such
shareholder. If no specification is made on the proxy, the shares will be voted
in accordance with the recommendation of the Board of Directors, as stated
herein, or at the discretion of the named proxy with regard to any other matter
that may properly come before the Annual Meeting.
VOTING AT THE ANNUAL MEETING
The close of business on December 1, 2000, has been fixed by the Company's Board
of Directors as the record date for the determination of shareholders entitled
to vote at the Annual Meeting. As of that date, the Company had issued and
outstanding 24,470,587 shares of Common Stock, par value $.02 per share.
The Company's Articles of Incorporation do not permit cumulative voting by
shareholders. The Common Stock is the Company's only class of voting securities.
Accordingly, each holder of Common Stock as of the record date will be entitled
to cast one vote for each share of Common Stock held by him or her.
A quorum for the Annual Meeting will consist of attendance, either in person or
by proxy, of a majority of outstanding shares of Common Stock. Of the votes cast
at the Annual Meeting, a vote of the holders of a majority of the Common Stock
present, either in person or by proxy, is required to elect each director
nominee and to ratify the reappointment of PricewaterhouseCoopers as the
Company's independent auditors.
<PAGE> 4
PAGE 3 TIPPERARY CORPORATION
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of December 1, 2000, regarding the
beneficial ownership of the voting securities of the Company by persons and
entities known by the Company to beneficially own more than 5% of the
outstanding Common Stock. Except as otherwise indicated, to the knowledge of the
Company, each person or entity whose name appears below has sole voting and
investment power over its respective shares of Common Stock.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percentage of Class
------------------- -------------------- -------------------
<S> <C> <C>
Slough Estates USA Inc. (1)
33 West Monroe Street 13,228,034 (2) 54.1%
Chicago, Illinois 60603
</TABLE>
(1) Slough Estates USA Inc. ("Slough"), a Delaware corporation, is a
wholly-owned, U.S. subsidiary of Slough Estates plc ("SEL"). The board of
directors of SEL ultimately exercises voting and dispositive power with
regard to the shares of the Company's Common Stock. SEL is a publicly held
limited liability company, whose principal office is located at 234 Bath
Road, Trading Estate, Slough SL1 4EE, England.
(2) Includes 216,571 shares held as collateral for a loan due from the estate
of a former director of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On December 23, 1999, the Company closed a financing transaction with Slough for
the purchase of 6,329,114 shares of the Company's 1999 Series A Convertible
Cumulative Preferred Stock for $10,000,000, or $1.58 per share. At closing
Slough converted 2,900,000 shares of the convertible preferred stock into
2,900,000 shares of restricted common stock. Also, at the closing, the Company
issued Slough warrants for 1,200,000 shares of common stock at an exercise price
of $2.00 per share. The warrants may be exercised during an eight-year period
beginning December 23, 2001 and ending December 23, 2009. The Company used
$4,000,000 of proceeds from this financing to reduce bank debt from $11,800,000
to $7,800,000. The remaining proceeds from the financing have been used for
general corporate purposes. Effective February 29, 2000, Slough converted the
remaining shares of preferred stock into 3,429,114 shares of restricted common
stock. During the quarter ended June 30, 2000, the Company paid a cash dividend
of approximately $79,000 to Slough for the period the preferred shares were
outstanding.
Related party debt due Slough at September 30, 2000, included a corporate loan
in the amount of $6,500,000 and a project financing loan with a balance of
$4,486,000. Interest is due quarterly on the $6.5 million note at the 90-day
London Interbank Offered Rate plus 3.5%. The weighted-average interest rate was
10.16% at September 30, 2000. Subsequent to September 30, 2000, Slough loaned
the Company an additional $1,000,000. Tipperary replaced the $6.5 million note
with a new note for $7.5 million due and payable March 31, 2003. The unpaid
principal balance of the Comet Ridge project financing loan bears interest at a
rate of 10% per annum. Principal and interest payments are due quarterly and
must equal 75% of the cash flow, as defined in the note, from the Comet Ridge
properties. The Company also agreed to pay a finance charge of 7% of gross
proceeds received from sales from the Fairview #1 through #20 wells until the
loan is repaid in full and 7% of gross proceeds received from sales from the
eight new wells (Fairview #21 through #28) for the life of those wells. The
unpaid principal balance on the loan, together with accrued and unpaid interest
and finance charges, is due and payable November 22, 2002.
<PAGE> 5
PAGE 4 TIPPERARY CORPORATION
--------------------------------------------------------------------------------
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of December 1, 2000, regarding
shares of the Company's Common Stock beneficially owned by each nominee for
director, each executive officer and executive officers and directors as a
group. Except as otherwise indicated, to the knowledge of the Company, each
person has sole voting and investment power over his or her respective shares of
Common Stock.
<TABLE>
<CAPTION>
Name of Beneficial Amount and Nature of
Title of Class Owner Beneficial Ownership Percentage of Class(1)
-------------- ------------------ -------------------- ----------------------
<S> <C> <C> <C>
Common Stock David L. Bradshaw 546,835 (2) 2.2%
Kenneth L. Ancell 135,667 (3) *
Eugene I. Davis 65,000 (4) *
Douglas Kramer 40,000 *
Marshall D. Lees 25,000 (5) *
Charles T. Maxwell 60,000 *
Jeff T. Obourn 232,481 (6) *
Lisa S. Wilson 61,247 (7) *
Larry G. Sugano 58,782 (8) *
Roger C. Wiggin 47,962 (9) *
D. Leroy Sample 2,000
Executive officers and
directors as a group, 11 in 1,274,974 5.0%
*less than 1% number
</TABLE>
(1) Securities not outstanding, but included in the beneficial ownership of
each such person are deemed to be outstanding for the purpose of computing
the percentage of outstanding securities owned by such person, but are not
deemed to be outstanding for the purpose of computing the percentage of the
class owned by any other person.
(2) Includes 523,567 shares issuable pursuant to options and warrants which are
currently exercisable or exercisable within 60 days of December 1, 2000.
(3) Includes 131,667 shares issuable pursuant to a warrant which is currently
exercisable or exercisable within 60 days of December 1, 2000.
(4) Represents 65,000 shares issuable pursuant to a warrant which is currently
exercisable or exercisable within 60 days of December 1, 2000.
(5) Represents 25,000 shares issuable pursuant to a warrant which is currently
exercisable or exercisable within 60 days of December 1, 2000.
(6) Includes 151,667 shares issuable pursuant to options which are currently
exercisable or exercisable within 60 days of December 1, 2000.
(7) Includes 53,067 shares issuable pursuant to options which are currently
exercisable or exercisable within 60 days of December 1, 2000.
(8) Includes 55,000 shares issuable pursuant to options which are currently
exercisable or exercisable within 60 days of December 1, 2000.
(9) Includes 30,000 shares issuable pursuant to options which are currently
exercisable or exercisable within 60 days of December 1, 2000.
Based solely upon a review of Forms 3 and 4 furnished to the Company during the
fiscal year ended September 30, 2000, and Forms 5 with respect to such fiscal
year, the Company is unaware of any officer, director or beneficial owner who
failed to file any reports timely as required by Section 16 of the Securities
Exchange Act of 1934.
<PAGE> 6
PAGE 5 TIPPERARY CORPORATION
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COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors was aided by four standing committees during the fiscal
year ended September 30, 2000. The Audit Committee assesses the Company's system
of internal control and assists in considering the recommendations and
performance of the Company's independent auditors; the Compensation Committee
evaluates the performance and compensation of the Company's officers and
employees; the Nominating Committee is responsible for consideration of
nominations to the Board of Directors from shareholders of the Company; and the
Executive Committee performs certain duties and responsibilities as delegated by
the Board concerning the day-to-day operations of corporate business. Messrs.
Davis (Chairman), Maxwell and Sample serve on the Audit Committee. The
Nominating Committee is composed of Messrs. Bradshaw and Lees. Messrs. Kramer,
Lees and Davis serve on the Compensation Committee and all Board members serve
on the Executive Committee.
AUDIT COMMITTEE REPORT
The Audit Committee, which met once during fiscal 2000, assists the Board of
Directors in fulfilling its responsibility for oversight of the quality and
integrity of the accounting, auditing and financial reporting practices of the
Company. In fiscal year 1999, the Audit Committee was composed of Messrs. Davis
and Ancell and Maxwell. On November 30, 2000, Mr. Sample joined the board of
directors and the audit committee and Mr. Ancell resigned from the audit
committee. Messrs. Davis, Maxwell and Sample meet the independence requirements
of the American Stock Exchange ("AMEX"). In June 2000, the Board of Directors
approved a new charter (Exhibit A) adopted by the Audit Committee.
The Audit Committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61, which
includes, among other items, matters related to the audit of the Company's
financial statements.
The Audit Committee has obtained from the independent auditors a formal written
statement describing any relationships between the auditors and the Company that
might bear on the auditors' independence as required by Independence Standards
Board Standard No. 1, "Independence Discussions with Audit Committees," and
satisfied itself as to the auditors' independence.
Based on the review and discussions referred to above, the Audit Committee has
recommended to the Board of Directors that the Company's audited financial
statements be included in its Annual Report on Form 10-KSB for the fiscal year
ended September 30, 2000, for filing with the Securities and Exchange
Commission. The Audit Committee has also approved the reappointment of
PricewaterhouseCoopers LLP as the Company's independent auditors.
DIRECTORS MEETINGS AND ATTENDANCE
During the fiscal year ended September 30, 2000, there were three meetings of
the Company's Board of Directors. All directors attended at least 75% of the
meetings.
COMPENSATION OF DIRECTORS
Directors who are officers or employees of the Company are not compensated for
serving as directors or for attending meetings. During the fiscal year ended
September 30, 2000, the Company compensated its nonemployee, outside directors
at the rate of $8,000 annually and $1,000 for each board meeting attended.
Directors are not compensated for attendance at Board committee meetings.
<PAGE> 7
PAGE 6 TIPPERARY CORPORATION
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EXECUTIVE COMPENSATION
The table below presents the compensation awarded to, earned by, or paid to the
Company's President and Chief Executive Officer, its Executive Vice President -
Corporate Development, its Senior Vice President - Operations and its Chief
Financial Officer for the fiscal years ended September 30, as indicated. No
other executive officer of the Company received total annual salary and bonus
for each year in excess of $100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------------------------------------------------------------------------------------------
Long-Term
Annual Compensation Compensation
----------------------------------------- --------------
Awards
Securities
Underlying
Other Annual Options & All Other
Name and Principal Fiscal Compen- Warrants Compen-
Position Year Salary Bonus sation(1) /SARs(2) sation(3)
------------------ ------ ------ ----- ------------ --------------- ---------
<S> <C> <C> <C> <C> <C> <C>
David L. Bradshaw, 2000 $218,077 $ 50,000 -- 100,000 $ 3,428
President & Chief 1999 $181,731 $ -- -- 50,000 $ 1,503
Executive Officer 1998 $181,731 $ 50,000 -- -- $ 4,809
Kenneth L. Ancell, 2000 $169,583 -- -- 200,000 --
Executive Vice President-
Corporate Development
Jeff T. Obourn, 2000 $129,808 $ 15,000 -- -- $ 2,608
Sr. Vice President - 1999 $124,615 $ 25,000 -- 40,000 $ 1,348
Operations 1998 $119,423 $ 20,000 -- 25,000 $ 2,984
Lisa S. Wilson, 2000 $106,615 $ 10,000 -- -- $ 1,607
Chief Financial Officer 1999 $103,077 $ 10,000 -- 30,000 $ 1,062
</TABLE>
(1) In addition to amounts listed, the Company furnished other various
benefits, the value of which are not reported in this column because the
Company has concluded that the aggregate amount of these benefits is less
than 10% of cash compensation paid.
(2) No SARs were granted to any of the named officers during the last three
years. Includes securities underlying a warrant granted to Mr. Ancell on
September 24, 1999 in connection with his employment effective October 17,
1999.
(3) Represents the Company's matching contribution to the Section 401(k)
Retirement Savings Plan.
EMPLOYMENT AGREEMENTS
On October 17, 1999, the Company entered into a three-year employment agreement
with Kenneth L. Ancell for the position of Executive Vice President - Corporate
Development, providing for, among other things, minimum compensation at the rate
of $185,000 per year. In addition, Mr. Ancell may receive a performance bonus
equal to 20-25% of his basic compensation if he and the Company achieve such
performance goals as may reasonably be set in the discretion of management of
the Company. The employment agreement provides that in the event Mr. Ancell's
employment is terminated by the Company without cause, other than as a result of
death or disability, Mr. Ancell will be entitled to any unpaid compensation and
bonus, if any, accrued through the date of termination plus compensation which
accrues for six months following the end of the employment term. The Company
does not have employment agreements with any of its other officers.
<PAGE> 8
PAGE 7 TIPPERARY CORPORATION
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The following table sets forth certain information with respect to stock
warrants and options granted to the named executive officers during the fiscal
year ended September 30, 2000:
<TABLE>
<CAPTION>
WARRANT AND OPTION/SAR GRANTS IN LAST FISCAL YEAR
----------------------------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS
----------------------------------------------------------------------------------------------------------------------------------
PERCENT OF TOTAL
NUMBER OF SECURITIES WARRANT/OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
WARRANTS/OPTIONS EMPLOYEES IN FISCAL BASE PRICE
NAME GRANTED YEAR ($/SHARE) EXPIRATION DATE
---- --------------------- ------------------- ------------ ----------------
<S> <C> <C> <C> <C>
David L. Bradshaw 100,000 50% $1.50 2 years after termination of employment
Kenneth L. Ancell 200,000(1) 50% $1.50 2 years after termination of employment
</TABLE>
(1) Securities underlying a warrant granted to Mr. Ancell on September 24, 1999
in connection with his employment effective October 17, 1999.
The following table sets forth information with respect to stock warrants and
option exercises during the fiscal year ended September 30, 2000, by the named
executive officers and the value of such officer's unexercised stock options and
warrants at September 30, 2000.
<TABLE>
<CAPTION>
AGGREGATED WARRANTS AND OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END WARRANTS AND OPTION/SAR VALUES
-----------------------------------------------------------------------------------------------------------------------------------
VALUE OF UNEXERCISED IN-
NUMBER OF UNEXERCISED WARRANTS THE-MONEY WARRANTS AND
SHARES AND OPTIONS/SARS HELD AT FISCAL OPTIONS/SARS
ACQUIRED ON YEAR END (#) AT FISCAL YEAR END
NAME EXERCISE VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ------------------------------- -------------------------------
<S> <C> <C> <C> <C> <C> <C>
David L. Bradshaw - - 523,567 33,333 $646,005 $ 70,833
Kenneth L. Ancell - - 131,667 133,333 $141,667 $283,333
Jeff T. Obourn - - 151,667 13,333 $ 49,792 $ 28,333
Lisa S. Wilson - - 53,067 28,333 $ 30,475 $ 21,250
</TABLE>
<PAGE> 9
PAGE 8 TIPPERARY CORPORATION
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PROPOSAL I
ELECTION OF DIRECTORS
The Company's By-Laws authorize the Board of Directors to be comprised of not
less than three nor more than 15 members. The Company's Board of Directors has
presently determined that the Board shall be comprised of seven members, but
reserves the right to increase the number of directors if the need arises. The
seven nominees listed below have been recommended by the Nominating Committee
and approved by the full Board of Directors. Upon election, they shall
constitute at that date the Company's entire Board of Directors.
It is intended that the enclosed proxy will be voted FOR the election of the
seven nominees named below to the Company's Board of Directors, unless authority
to so vote is withheld on the proxy. In the event any nominee is unable to serve
as a director for any reason not currently known or contemplated, the person
named as Proxy will have discretionary authority in that instance to vote the
proxy for any substitute nominee that the Board of Directors may designate. Each
nominee elected to serve as director will hold office until the next Annual
Meeting or until his successor is elected and qualified.
The following sets forth information as of December 1, 2000, with respect to
each nominee for director:
David L. Bradshaw, 46, has been a director of the Company since January 23,
1990, and became President and Chief Executive Officer of the Company on January
16, 1996. Mr. Bradshaw, a certified public accountant, began his employment with
the Company in January 1986, and has held various positions with the Company,
including Chief Financial Officer and Chief Operating Officer, prior to his
current position. Prior to joining the Company, Mr. Bradshaw was an officer and
owner in a privately held oil and gas company.
Kenneth L. Ancell, 58, was elected to the Board of Directors on July 11, 1996,
and became Executive Vice President - Corporate Development of the Company on
October 17, 1999. For 17 years before joining the Company as an employee, Mr.
Ancell was a petroleum engineer and a principal in a Houston-based consulting
engineering firm. Prior to forming this consulting firm, Mr. Ancell was employed
as a petroleum engineer by various energy companies developing coalbed methane
projects. He has served as a senior project advisor for the United Nations'
coalbed methane project in China, and was a Distinguished Lecturer on coalbed
methane reserves for the Society of Petroleum Engineers. Mr. Ancell has
expertise in oil and gas recovery processes and 20 years of coalbed methane
experience.
Eugene I. Davis, 45, was elected to the Board of Directors on September 2, 1992.
Mr. Davis had served as independent legal counsel to the Company from 1984 until
1992. Beginning in 1999, he has been Chairman and Chief Executive Officer of
PIRINATE Consulting Group, L.L.C., a privately held consulting firm specializing
in crisis and turn-around management, merger and acquisition consulting, hostile
and friendly takeovers, proxy contests and strategic planning advisory services
for public and private business entities. In January 2000, Mr. Davis became
Chairman and Chief Executive Officer of Murdock Communications Corp., a NASDAQ
listed company. In November 1999, Mr. Davis become a director of PhoneTel
Technologies, Inc., a NASDAQ listed company. In May 1999, he was appointed the
Chief Executive Officer of SmarTalk Teleservices, Inc. after the company filed a
petition under Chapter 11 of the Federal Bankruptcy Code in March 1999. He was
Chief Operating Officer of TotalTel USA Communications, Inc. in 1998. Both
SmarTalk Teleservices, Inc. and TotalTel USA Communications, Inc. are NASDAQ
listed companies. In addition, he is a director of Coho Energy, Inc.,
Edder-Burman Stoxes, Inc., Eagle Geophysical, Inc., and a member of the Board of
Advisors of PPM America Special Investment Funds.
Douglas Kramer, 64, was elected to the Board of Directors on August 19, 1996.
Mr. Kramer is Chairman and Director of Draper and Kramer, Inc., a real estate
and mortgage banking company headquartered in Chicago. He is also Director of
Slough Estates plc, a London-based property company. He is also Chairman and
Director of Slough Estates USA Inc., a wholly-owned subsidiary of Slough Estates
plc, which beneficially owned approximately 54.1% of the Company's Common Stock
as of December 1, 2000.
Marshall D. Lees, 47, was elected to the Board of Directors on September 30,
1995. Mr. Lees joined Slough Estates plc in 1987 and is the Chief Executive
Officer of Slough Estates North America, which includes Slough Estates USA Inc.,
and Slough Estates Canada Limited. He became an Executive Director of Slough
Estates plc in 1998. He is also a Director of Charterhouse Group International,
Inc. Prior to 1987, Mr. Lees held various management positions with Imperial
Group plc and BAT (UK & Export) Ltd., in the United Kingdom.
<PAGE> 10
PAGE 9 TIPPERARY CORPORATION
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Charles T. Maxwell, 69, has been a director of the Company since May 2000. Mr.
Maxwell is senior energy analyst with Weeden & Co. of Greenwich, Connecticut a
member firm of the New York Stock Exchange serving institutional clients in the
U.S. and abroad. He has also been a director of Lescarden, Inc. (OTC: LCAR), a
biotechnology company, since April 1, 1997. Mr. Maxwell was formerly Vice
Chairman and Senior Energy Strategist at Cyrus J. Lawrence, Inc., a member firm
of the New York Stock Exchange, for 29 years, until his retirement in 1997.
D. Leroy Sample, 59, was elected to the Board of Directors on November 30, 2000.
Mr. Sample was a business assurance partner in the international accounting firm
of PricewaterhouseCoopers LLP in Chicago for 24 years until he retired in July
1999. He began his career with the firm in 1963. Mr. Sample is a certified
public accountant.
EXECUTIVE OFFICERS
In addition to Messrs. Bradshaw and Ancell shown above, the following sets forth
information with respect to the remainder of the Company's executive officers:
Jeff T. Obourn, 42, became employed as the Company's Vice President - Land on
February 1, 1993, and was appointed Senior Vice President - Operations on
January 16, 1996. From 1987 to 1993, Mr. Obourn was President of Obourn
Brothers, Inc., of Englewood, Colorado, an oil and gas land brokerage business.
Lisa S. Wilson, 41, has been Chief Financial Officer of the Company since March
1, 1998. Ms. Wilson joined the Company as tax manager in 1991. From 1985 to
1990, Ms. Wilson, a certified public accountant, was employed in public
accounting, most recently as tax manager in the Dallas, Texas, office of Price
Waterhouse.
Roger C. Wiggin, 42, became employed as the Company's Vice President -
Exploration and Development on April 1, 1997. From 1983 until joining the
Company in 1997, Mr. Wiggin was employed by Mitchell Energy and Development
Corporation, The Woodlands, Texas, as a geologist. Prior experience also
includes a position with Chevron, USA, in Denver.
Larry G. Sugano, 47, a petroleum engineer, was employed by the Company as its
Engineering Manager on October 10, 1994. Mr. Sugano held that position until he
became Vice President - Engineering on January 24, 1995. Mr. Sugano was employed
by Graham Royalty, Ltd., Denver, Colorado, as District Manager from 1991-1993
and as Senior Petroleum Engineer from 1984 to 1991.
There are no family relationships between or among the executive officers and
nominees to the Board of Directors of the Company. There are no arrangements or
understandings between any of the directors or nominees or any other person
pursuant to which any person was or is to be elected as a director or nominee.
PROPOSAL 2
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors, subject to ratification by the shareholders at the
Annual Meeting, has reappointed PricewaterhouseCoopers as the Company's
independent auditors. PricewaterhouseCoopers has been the Company's independent
accounting firm since 1971. The Company has been advised that neither
PricewaterhouseCoopers nor any member thereof has any direct financial interest
or any material indirect interest in the Company.
SHAREHOLDERS ARE REQUESTED TO VOTE FOR THE RATIFICATION OF THE REAPPOINTMENT OF
PRICEWATERHOUSECOOPERS AS THE COMPANY'S INDEPENDENT AUDITORS.
Representatives of PricewaterhouseCoopers are expected to be present at the
Annual Meeting and will be afforded an opportunity to make a statement, if they
desire to do so. It is expected that such representatives will be available to
respond to appropriate shareholder questions.
<PAGE> 11
PAGE 10 TIPPERARY CORPORATION
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ANNUAL REPORT
An Annual Report containing the Company's certified Consolidated Financial
Statements as of September 30, 2000, accompanies this Proxy Statement. The
following items from the Annual Report are incorporated herein by reference: (i)
the audited consolidated balance sheets of the Company as of September 30, 2000
and 1999; audited statements of operations, cash flows and stockholders equity
for each of the three fiscal years ended September 30, 2000, and Notes to the
Consolidated Financial Statements; and (ii) Management's Discussion and Analysis
of Financial Condition and Results of Operations. No other part of the Annual
Report is or shall be deemed to be incorporated by reference into this Proxy
Statement. No other part of such Annual Report is incorporated herein by
reference and no part thereof is to be considered proxy soliciting material.
FORM 10-KSB
SHAREHOLDERS MAY OBTAIN, WITHOUT CHARGE, THE COMPANY'S ANNUAL REPORT ON FORM
10-KSB FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BY WRITING TO THE SECRETARY OF THE COMPANY AT
633 SEVENTEENTH STREET, SUITE 1550, DENVER, COLORADO 80202, OR THROUGH A LINK ON
THE COMPANY'S WEBSITE AT WWW.TIPPERARYCORP.COM.
SHAREHOLDER PROPOSALS
Shareholders desiring to submit proposals for action at the Company's 2002
Annual Meeting of Shareholders, including nominations for the Board of Directors
to be considered by the Company's Nominating Committee, must submit such
proposals to the Company at its principal offices not later than February 15,
2002.
DISCRETIONARY AUTHORITY
The Company's Board of Directors does not know of any other business to be
presented at the Annual Meeting. If any other matter properly comes before the
Annual Meeting, however, it is intended that the person named in the enclosed
proxy will vote said proxy in accordance with his best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
Elaine R. Treece
Corporate Secretary
Date: December 22, 2000
<PAGE> 12
PAGE 11 TIPPERARY CORPORATION
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EXHIBIT A
TIPPERARY CORPORATION
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
I. Audit Committee Purpose
The Audit Committee is appointed by the Board of Directors to assist the
Board in fulfilling its oversight responsibilities. The Audit Committee's
primary duties and responsibilities are to:
o Monitor the integrity of the Company's financial reporting process and
systems of internal controls regarding finance, accounting and legal
compliance.
o Monitor the independence and performance of the Company's independent
auditors and internal accounting department.
o Provide an avenue of communication among the independent auditors,
management and the Board of Directors.
The Audit Committee has the authority to conduct any investigation appropriate
to fulfilling its responsibilities, and it has direct access to the independent
auditors as well as anyone in the organization. The Audit Committee has the
ability to retain, at the Company's expense, special legal, accounting, or other
consultants or experts it deems necessary in the performance of its duties.
II. Audit Committee Composition and Meetings
Audit Committee members shall meet the requirements of the American Stock
Exchange. When Tipperary does not qualify as a small business filer under
Securities and Exchange Commission ("SEC") rules, the Audit Committee shall be
comprised of three or more directors as determined by the Board, each of whom
shall be independent non-executive directors, free from any relationship that
would interfere with the exercise of his or her independent judgment. All
members of the Committee shall have a basic understanding of finance and
accounting and be able to read and understand fundamental financial statements,
and at least one member of the Committee shall have accounting or related
financial management experience. When Tipperary qualifies as a small business
filer under SEC rules, the Audit Committee shall be comprised of at least two
members, a majority of whom are independent directors.
Audit Committee members shall be appointed by the Board on recommendation of the
Nominating Committee. If an audit committee Chair is not designated or present,
the members of the Committee may designate a Chair by majority vote of the
Committee membership.
The Committee shall meet in conjunction with, and preferably in advance of,
regularly scheduled board meetings, or more frequently as circumstances dictate.
The Audit Committee Chair shall prepare and/or approve an agenda in advance of
each meeting. The Committee should meet privately in executive session at least
annually with management, the independent auditors, and as a committee to
discuss any matters that the Committee or each of these groups believe should be
discussed. In addition, the Committee, or at least its Chair, should communicate
with management and the independent auditors quarterly to review the Company's
financial statements and significant findings based upon the auditor's limited
review procedures.
III. Audit Committee Responsibilities and Duties
REVIEW PROCEDURES
1. Review and reassess the adequacy of this Charter at least annually.
Submit the charter to the Board of Directors for approval and have the
document published at least every three years in accordance with the
SEC regulations.
2. Review the Company's annual audited financial statements prior to
filing or distribution. Review should include discussion with
management and independent auditors of significant issues regarding
accounting principles, practices and judgments.
<PAGE> 13
PAGE 12 TIPPERARY CORPORATION
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3. In consultation with management and the independent auditors, consider
the integrity of the Company's financial reporting processes and
controls. Discuss significant financial risk exposures and the steps
management has taken to monitor, control, and report such exposures.
Review significant findings prepared by the independent auditor
together with management's responses.
4. Review with financial management and the independent auditors the
Company's quarterly financial statements. Be briefed on how management
develops and summarizes quarterly financial information, the extent
which the external auditors review quarterly financial information.
Discuss any significant changes to the Company's accounting principles
and any items required to be communicated by the independent auditors
in accordance with generally accepted auditing standards. The Chair of
the Committee may represent the entire Audit Committee for purposes of
this review.
INDEPENDENT AUDITORS
5. The independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors. The Audit Committee shall review
the independence and performance of the auditors and annually
recommend to the Board of Directors the appointment of the independent
auditors or approve any discharge of auditors when circumstances
warrant.
6. Approve the fees to be paid to the independent auditors.
7. On an annual basis, the Committee should review and discuss with the
independent auditors all significant relationships they have with the
Company that could impair the auditors' independence. The Committee
should ensure it receives from the independent auditors on an annual
basis, the letter required by Independent Standards Board Standard No.
1.
8. Review the independent auditors' audit plan - discuss scope, staffing,
locations, reliance upon management, and internal audit and general
audit approach.
9. Prior to releasing the year-end earnings, discuss the results of the
audit with the independent auditors. Discuss certain matters required
to be communicated to audit committees in accordance with generally
accepted auditing standards.
10. Consider the independent auditors' judgments about the quality and
appropriateness of the Company's accounting principles as applied in
its financial reporting.
LEGAL COMPLIANCE AND OTHER AUDIT COMMITTEE RESPONSIBILITIES
11. On at least an annual basis, review with the Company's counsel any
legal matters that could have a significant impact on the Company's
financial statements, the Company's compliance with applicable laws
and regulations, and inquiries received from regulators or
governmental agencies, such as the SEC. Obtain satisfaction that all
regulatory compliance matters have been considered in the preparation
of the financial statements.
12. Annually prepare a report to shareholders as required by the SEC. The
report should be included in the Company's annual proxy statement.
13. Annually review a summary of director and officers' related party
transactions and potential conflicts of interest.
14. Maintain minutes of meetings and periodically report to the Board of
Directors on significant results.
15. Perform any other activities consistent with this Charter, the
Company's bylaws, and governing law, as the Committee or Board deems
necessary or appropriate.
<PAGE> 14
TIPPERARY CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 23, 2001
The undersigned hereby (a) acknowledges receipt of the Notice of Annual Meeting
of Shareholders ("Notice") of Tipperary Corporation ("the Company") to be held
on January 23, 2001, and the Proxy Statement in connection therewith, each dated
December 22, 2000, (b) appoints David L. Bradshaw, with the power to act alone
or to appoint his substitute, as attorney and proxy to represent and vote, as
designated below, all the shares of Common Stock, par value $0.02 per share, of
the Company held of record by the undersigned on December 1, 2000, at such
Annual Meeting and at any adjournment(s) thereof; and (c) revokes any proxy
heretofore given.
1. The election of seven (7) directors to serve until the next Annual Meeting
of Shareholders or until their successors shall be duly elected and
qualified
Nominees: David L. Bradshaw, Kenneth L. Ancell, Eugene I. Davis, Douglas
Kramer, Marshall D. Lees, Charles T. Maxwell and D. Leroy Sample.
[ ] For all nominees, except those [ ] WITHHOLD AUTHORITY
whose name(s) is (are) written below. to vote for all
nominees.
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2. The ratification of the reappointment of PricewaterhouseCoopers as the
Company's independent auditors;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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3. In his discretion, the Proxy is authorized to vote upon such other business
as may properly come before the Annual Meeting or any adjournment(s)
thereof.
(Continued, and to be signed, on page 2)
<PAGE> 15
(Continued from other side)
THIS PROXY WILL BE VOTED AS SPECIFIED. 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 PROPOSAL NO. 2, AND IN THE DISCRETION OF THE PROXY ON
ANY OTHER BUSINESS.
If your shares are registered in the name of a brokerage firm or bank, only your
bank or broker can vote your stock and only after receiving your specific
instruction.
This proxy revokes all prior proxies.
Dated: , 2001. Signature(s):
-----------------------------
Important: please date this
proxy and sign exactly as your
name appears to the left. When
signing as attorney,
administrator, trustee or
guardian, please give your
full title as such. When stock
is in the name of more than
one person, each such person
should sign the proxy.
