(RULE 14A - 101)
INFORMATION REQUIRED
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ x ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
Beta Oil "&" Gas, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing 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:
2
BETA OIL "&" GAS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholder:
Notice is hereby given that Beta's Annual Meeting of Stockholders will be held
in the 19th Floor Conference Room D, Warren Place Two, 6120 South Yale Avenue,
Tulsa, Oklahoma, on Saturday, June 2, 2001 at 10:00 a.m. Central Daylight Time.
We intend to present for your approval at this meeting:
o the election of five Directors to serve until the next Annual Meeting of
Stockholders and until their successors shall be duly elected and
qualified;
o the ratification of the reappointment of HEIN + ASSOCIATES, LLP as
independent auditors for 2001; and
o the transaction of such other business that may properly come before the
Annual Meeting or any adjournment thereof.
If you were a holder of record of Beta common stock at the close of business on
April 18, 2001, you are entitled to vote at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Virginia Cherry
Secretary
April 23, 2001
YOUR VOTE IS IMPORTANT TO ASSURE A QUORUM AT THE MEETING. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING, PLEASE BE SURE THAT THE ENCLOSED PROXY IS PROPERLY
COMPLETED, DATED, SIGNED AND RETURNED WITHOUT DELAY IN THE POSTAGE PAID
ENVELOPE.
BETA OIL "&" GAS, INC.
6120 South Yale Avenue, Suite 813
Tulsa, Oklahoma 74136
(918) 495-1011
PROXY STATEMENT
SOLICITATION OF PROXIES
The accompanying proxy is solicited on behalf of the Board of Directors of Beta
for the Annual Meeting of Stockholders. The meeting will be held in the 19th
Floor Conference Room D, Warren Place Two, 6120 South Yale Avenue, Tulsa,
Oklahoma, on Saturday, June 2, 2001 at 10:00 a.m. CDT for the purposes set forth
in the accompanying Notice of Annual Meeting, and at any adjournments thereof.
The principal executive office of the Company is located at 6120 South Yale
Avenue, Suite 813, Tulsa, Oklahoma 74136.
We will bear the cost of soliciting proxies. Proxies will be solicited primarily
by mail, but may be supplemented by personal solicitation by officers, employees
and directors of Beta. No additional compensation will be paid for their
solicitation efforts. The Notice of Annual Meeting of Stockholders, Proxy
Statement and Proxy are first being mailed to stockholders on April 30, 2001.
VOTING AT THE ANNUAL MEETING
The close of business on April 18, 2001 has been fixed by the Board of Directors
as the record date for determining stockholders entitled to notice of and to
vote at the Annual Meeting. At that date, Beta had issued and outstanding
12,362,951 shares of voting common stock.
As a common shareholder you are entitled to vote on all matters properly brought
before the meeting, including the matters described in the Notice of Annual
Meeting accompanying this Proxy Statement. Each share of common stock you own
entitles you to one vote on all matters to be voted upon by Beta's stockholders.
Stockholders of Beta have cumulative voting rights when voting for directors.
This means you are entitled to as many votes as equals the number of shares you
hold on the record date multiplied by the number of directors to be elected. You
may cast all votes for a single director or you may distribute your votes among
any two or more of the persons you wish to vote for in the election of
directors. To vote your shares cumulatively, you must attend the annual meeting.
The proxy confers discretionary authority on the persons named therein to vote
with respect to the election of any person as a director where the nominee is
unable to serve and matters incident to the conduct of the Annual Meeting,
including matters of which Beta did not receive notice until after March 20,
2001.
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QUORUM AND VOTING REQUIREMENTS
The presence of a majority of the outstanding shares of common stock, whether in
person or by proxy, constitutes a quorum at the Annual Meeting. Abstentions and
broker non-votes are counted as present and entitled to vote for purposes of
determining a quorum.
Abstentions will be treated as shares that are present and entitled to vote for
purposes of determining the number of shares present and entitled to vote with
respect to any particular matter, but will not be counted as a vote in favor of
such matter. An abstention from voting on a matter or a proxy instructing that a
vote be withheld has the same effect as a vote against the matter since it is
one less vote for approval.
A broker non-vote occurs when a nominee holding shares of common stock for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to that item and has not
received instructions from the beneficial owner.
o Election of Directors: Directors will be elected by a plurality of
votes cast. A plurality means that the individuals who receive the
largest number of votes cast are elected as Directors up to the maximum
number of Directors to be chosen at the meeting. Any shares not voted
(whether by abstention, broker non-vote or otherwise) have no impact in
the election of Directors, except to the extent the failure to vote for
an individual results in another individual receiving a larger number
of votes.
o Approval of Auditors: To be approved, this matter must receive the
affirmative vote of the majority of the shares present in person or by
proxy at the meeting and entitled to vote. Broker non-votes and
abstentions on this matter have the effect of negative votes.
HOW TO REVOKE YOUR PROXY
You may revoke a proxy at any time before it is voted. You can do this by
delivering a later dated proxy or by notifying the Secretary in writing
specifically revoking the proxy. Your attendance and voting in person at the
Annual Meeting will also revoke a proxy. If you do not make any specification on
the proxy, your shares will be voted in accordance with the recommendation of
the Board of Directors as stated herein, or at the discretion of the named
proxies with regard to any other matter that may properly come before the Annual
Meeting.
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STOCK OWNERSHIP
The following table will inform you, as of April 18, 2001, about the beneficial
ownership of shares of Beta's common stock held by each person who beneficially
owns more than 5% of the outstanding shares of the common stock, each person who
is a director or officer of Beta and all persons who are executive officers and
directors of Beta as a group, and as to the percentage of outstanding shares
held.
Beneficial Ownership (1)
Percent
Name of Beneficial Owner Shares As of 4//18/01
Steve Antry and Lisa Antry, Jointly (2).......... 1,590,000 12.77%
6120 S. Yale Ave., Suite 813
Tulsa, Oklahoma 74136
R. Thomas Fetters (3)........................... 390,000 3.14%
Joe C. Richardson Jr............................. 400,000 3.24%
Stephen L. Fischer (4).......................... 415,000 3.34%
John P. Tatum (5)................................ 89,500 *
Rolf Hufnagel (6)............................... 1,168,000 9.45%
6100 S. Yale Ave., Suite 300
Tulsa, Oklahoma 74136
Joseph L. Burnett (7)............................ 100,000 *
Robert C. Stone, Jr (8)........................... 50,000 *
All officers and directors as a group(8 persons)(9) 4,202,500 33.86%
*Less than 1%
(1) Unless otherwise indicated, all shares of common stock are held
directly with sole voting and investment powers. 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 of the class owned by such person,
but are not deemed to be outstanding for the purpose of computing
percentage of the class owned by any other person.
(2) Steve Antry and Lisa Antry, husband and wife, jointly own 1,500,000
shares as community property. This also includes 25,000 shares of
common stock underlying stock warrants held by Steve Antry which are
exercisable at $5.00 per share and expire on March 12, 2003, 40,000
shares of common stock underlying stock options (15,000 held by Lisa
Antry and 25,000 held by Steve Antry) which are exercisable at $6.00
per share and expire on December 31, 2004, and 25,000 shares of common
stock underlying stock options (10,000 held by Lisa Antry and 15,000
held by Steve Antry) which are exercisable at $7.70 per share and
expire on December 8, 2005.
(3) This includes 25,000 shares of common stock underlying stock options,
which are exercisable at $6.00 per share and expire on December 31,
2004 and 15,000 shares of common stock underlying stock options, which
are exercisable at $7.70 per share and expire on December 8, 2005.
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(4) This includes 25,000 shares of common stock underlying presently
exercisable stock warrants. The warrants are exercisable at $5.00 per
share and expire on March 12, 2003. Also includes 15,000 shares of
common stock underlying presently exercisable stock options, which are
exercisable at $6.00 per share and expire on December 31, 2004, and
25,000 shares of common stock underlying presently exercisable stock
options, which are exercisable at $7.70 per share and expire on
December 8, 2005.
(5) This includes 46,000 shares underlying presently exercisable common
stock warrants which are exercisable at a price of $5.00 per share and
which expire April 1, 2004 and 25,000 shares underlying presently
exercisable common stock warrants which are exercisable at a price of
$10.25 per share and which expire March 16, 2005.
(6) Mr. Hufnagel was a director of Beta from June 6, 2000 until October 16,
2000 when he resigned.
(7) This includes 70,000 presently exercisable common stock purchase
warrants exercisable at a price of $8.38 per share which expire on May
31, 2005. Mr. Burnett also received 30,000 shares of common stock
underlying stock options, which are presently exercisable at $7.70 per
share and expire on December 8, 2005.
(8) Includes 50,000 shares underlying presently exercisable common stock
warrants which are exercisable at a price of $10.00 per share and which
expire October 1, 2005.
(9) Includes 416,000 presently exerciseable warrants and options.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, certain officers and holders of 10% or more of Beta's common stock to
report to the Securities and Exchange Commission, by a specified date, initial
reports of ownership and reports of changes in ownership of our common stock and
other equity securities. Beta believes that during the fiscal year ended
December 31, 2000, its directors and executive officers complied with all these
filing requirements, based solely on a review of copies of reports filed under
Section 16(a) furnished to Beta and on the written representations of its
directors and executive officers.
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ELECTION OF DIRECTORS
Beta's Amended and Restated Bylaws specify that the authorized number of
directors of Beta shall not be less than one and not more than six. If any
nominee becomes unavailable for any reason, the Board may propose a substitute
nominee and the shares represented by proxy will be voted for any substitute
nominee, unless the Board reduces the number of directors. The Board has no
reason to expect that any nominee will become unavailable. Shares represented by
the accompanying form of proxy will be voted for the election of the following
five nominees unless other instructions are shown on the proxy card:
THE BOARD IS RECOMMENDING THAT THE FIVE CURRENT DIRECTORS OF BETA BE RE-ELECTED
We feel that the current structure of the Board of Directors is in the best
interest of the Company and its shareholders and therefore we are not proposing
to fill the vacant Director position at this time. Proxies cannot be voted for
more persons than the five nominees named.
The following table sets forth the names and ages of all current directors who
are nominees for re-election, and all of our executive officers and the
positions in Beta held by them:
Director
Directors: Age Since Position
Steve Antry 45 1997 President, Chairman of the
Board, Director
R. Thomas Fetters 61 1997 Managing Director of
Exploration, Director
Joe C. Richardson, Jr. 73 1997 Director
John P. Tatum 66 1999 Director
Robert C. Stone, Jr. 51 2000 Director
Executive Officers:
Joseph L. Burnett 48 Chief Financial Officer
Stephen L. Fischer 41 Vice President of Capital
Markets
Lisa Antry 38 Treasurer
Directors are elected to serve until the next annual meeting of
stockholders and until their successors have been elected and qualified. The
Bylaws permit the board itself to fill vacancies and appoint additional
directors pending shareholder approval at the next annual meeting. Officers are
appointed to serve until the meeting of the Board of Directors following the
next annual meeting of stockholders and until their successors have been elected
and qualified. The last annual meeting of shareholders was held on June 24,
2000.
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The business experience of each director, executive officer and key
employee is summarized below.
Steve Antry, President and Chairman of the Board of Directors, was Beta's
founder in 1997. In addition, Mr. Antry founded Beta Capital Group, Inc., a
financial consulting firm in November 1992, and was its President through June
1997. Beta Capital Group, Inc. specializes in selecting and working with
emerging oil and gas exploration companies which have production and drilling
prospects strategic for rapid growth yet also need capital and market support to
achieve that growth. Most recently, Mr. Antry orchestrated and helped to
implement the restructuring of Pease Oil and Gas Company, NASDAQ: WPOG, and
remains a Director. Mr. Antry remains Chairman of the Board of Directors of Beta
Capital Group, Inc., but resigned as its President to devote his full attention
to Beta. Before forming Beta Capital Group, Inc., Mr. Antry was an early officer
of Benton Oil "&" Gas Company, NYSE: BNO, from 1989 through 1992, ultimately
becoming President of a wholly owned subsidiary. Before Benton, Mr. Antry was a
Marketing Director for Swift Energy, NYSE: SFY, from 1987 through 1989. Mr.
Antry began working in the oil fields in Oklahoma in 1974. He has served in
various exploration management capacities with different companies, including
Warren Drilling Company, as Vice President of Exploration and Nerco Oil and Gas,
a division of Pacific Power and Light, where he served as Western Regional Land
Manager. Mr. Antry is a member of the International Petroleum Association of
America "IPAA", serving on the Capital Markets Committee and has B.B.A. and
M.B.A. degrees from Texas Christian University.
R. Thomas Fetters, Managing Director of Exploration, and Director, spent 17
years with Exxon ultimately achieving the position of Exploration Planning
Manager, Exxon U.S.A. Other notable positions held include Exploration Manager
for Exxon Australia "ESSO" and Division Manager of Research in Houston and Chief
Geologist, Exxon Production Malaysia. Mr. Fetters was President and Chief
Executive Officer of CNG Producing Co. in New Orleans from 1983 through 1989 and
President of XCL-China, Ltd. from 1989 through 1995. From 1995 through 1997, he
served as Senior Vice President of National Energy Group and also currently sits
on the Board of XCL, Ltd. He earned his B.S./M.S. in Geology from the University
of Tennessee in 1966.
Joe C. Richardson, Jr., Director, graduated from Texas A"&"M with B.S.
degrees in Petroleum Engineering and Mechanical Engineering in 1950 when he
started his career with Shamrock Oil and Gas in Amarillo, Texas. In 1961, Mr.
Richardson formed an oil, gas, refining, and compressor equipment fabrication
company and, in 1968, co-founded a public oil and gas company that was later
merged with Worldwide Energy, Inc. Mr. Richardson has been an officer and/or
director of several successful public and private companies including Pyro
Energy, Inc. (NYSE), Consolidated Oil "&" Gas (AMEX), Texoil, Inc. (NASDAQ),
and Corporate Systems Corporation. He is a Regent Emeritus of the Texas
A"&"M University System, past President of the Texas A"&"M Twelfth Man
Association, and was honored in 1989 with the University's Distinguished Alumni
Award. He currently serves on the University Presidents' Advisory Board and the
Engineering Advisory Council. Mr. Richardson is a registered engineer in the
state of Texas and a member of the IPAA. The Petroleum Engineering Building on
the campus of Texas A"&"M University, completed in 1990, was named in his
honor.
John P. Tatum, Director, joined Beta as a director in March 1999. Mr. Tatum has
worked in the oil and gas industry since 1962, holding successive positions with
Skelly Oil Company, Placid Oil Company, Hunt International Company and Hunt
Energy Company. From 1980 to 1996, Mr. Tatum was employed with Triton Energy
Corporation as Vice President (1980-82), Senior Vice President (1982-1991) and
Executive Vice President (1991-96). As Senior Vice President for Triton Energy
Corporation, Mr. Tatum was responsible for directing Triton's operations in
Colombia, Thailand, New Zealand, Nepal, Gabor, Cote D'Ivoire and Argentina.
Since 1996, Mr. Tatum has worked as an international oil "&" gas consultant.
Mr. Tatum received his B.B.A. from the University of Texas in 1956 and conducted
graduate studies at the Louisiana State University Graduate Business School.
Robert C. Stone, Jr., Director, joined Beta in September 2000. Mr. Stone's last
five years of employment were as Manager of Technical Services, Energy Division,
First National Bank of Commerce from 1994 to 1998 (he started with First
National as an engineer in 1983) and Manager of Energy Technical Services,
Energy/Maritime Division, Hibernia National Bank from 1998 to this year which
included evaluation responsibilities for all syndicated and direct lending
E"&"P segment clients. Specifically, Mr. Stone concluded or approved all oil
and gas collateral evaluations, and developed industry client relationships as
well as pricing lending policies. Currently Mr. Stone is
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the Senior Vice President/Manager of the Energy Group at Whitney National Bank
in New Orleans, Louisiana. Mr. Stone began his career as an engineer for
approximately eight years with Exxon Company, U.S.A. Mr. Stone holds both a B.S.
and M.S. in Engineering from the University of Houston. He was also a Founding
Governor of the City Energy Club of New Orleans and is involved with many civic
organizations in New Orleans where he still resides.
Joseph L. Burnett, Chief Financial Officer, joined Beta in June 2000. He comes
to Beta with 26 years of oil and gas accounting experience and is a CPA. Most
recently, Mr. Burnett served American Central Gas Technologies, Inc. as
Controller for approximately six years. Prior to American Central, Mr. Burnett
served at Esco Energy for approximately seven years as Controller and Vice
President. Mr. Burnett started his oil and gas career at Skelly Oil (later Getty
Oil) in 1974. Mr. Burnett received his Bachelor of Science in Business
Administration from Oklahoma State University in 1974.
Stephen L Fischer, Vice President of Capital Markets, has been Vice President of
Beta Capital Group, Inc. since March 1996 and from April 1996 through March 1998
he was also a registered representative of Signal Securities, Inc., a registered
broker-dealer. Between 1991 and before joining Beta Capital Group, Inc. in 1996,
Mr. Fischer was a Registered Representative of Peacock, Hislop, Staley "&"
Given, an Arizona based investment banking firm. Since 1983, Mr. Fischer has
held various positions in the financial services industry in investment banking,
retail, and institutional sales, with a special emphasis on the oil and gas
exploration sector.
Lisa Antry, Treasurer, was Executive Vice President of Beta Capital Group, Inc.
from July 1994 through June 1997. In June 1997, she was appointed President of
Beta Capital Group, Inc. upon the resignation of Mr. Antry. Ms. Antry has in
excess of 15 years of finance, accounting, and tax experience. Before Beta
Capital Group, Inc., she served as Corporate Planning Manager for United
California Savings Bank from 1988 to July 1994. Ms. Antry also served United
California for several years as its Finance and Tax Manager and worked at
Priority Records, a recording and distribution company, as its Controller. Ms.
Antry received her B.B.A. from Stephen F. Austin University in 1984 and her
M.B.A. from Pepperdine University in 1991.
OTHER INFORMATION; COMMITTEES OF THE BOARD
During 2000, three meetings of the Board of Directors were held. All Directors
attended all meetings. The Directors also took action by unanimous written
consent on eight occasions.
Executive Committee
The Board of Directors established an executive committee whose purpose is to
formulate and implement recommendations, strategies and actions, which are
intended to support and protect shareholder value. The executive committee is
comprised of three voting members: Steve Antry, Beta's President and Chairman,
and directors Tom Fetters and Joe C. Richardson, Jr. The Board of Directors
implemented these changes to enhance the decision-making processes in all
aspects of Beta's business. This committee did not meet during 2000.
Audit Committee
The Board of Directors established an audit committee whose purpose is to
oversee Beta's financial reporting and controls and to recommend the appointment
of an independent auditor to the board each year. The audit committee is
comprised of three voting members: Joe C. Richardson, Jr., John Tatum, and
Robert C. Stone, Jr., all independent Directors. This committee met once during
2000.
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Compensation Committee
The Board of Directors of Beta established a compensation committee of the Board
of Directors. The compensation committee of the Board of Directors is
responsible for formulating and recommending to the full Board of Directors the
compensation paid to Beta's executive officers. The committee presently consists
of two outside Directors, Joe C. Richardson Jr. and John P. Tatum. The
compensation committee is discussed in more detail in the section entitled
"Executive Compensation." This committee met once during 2000.
EXECUTIVE COMPENSATION
During 2000, the members of the Compensation Committee were Joe C.
Richardson, Jr. and John P. Tatum, outside Directors of Beta.
Report of the Compensation Committee
As the Compensation Committee of the Board of Directors, we are responsible
for formulating and recommending to the full Board of Directors the compensation
paid to Beta's executive officers, including Mr. Antry, the president and
chairman. We generally review executive compensation on an annual basis. In
reviewing the overall compensation of our executive officers, we consider the
following components of executive compensation:
o base salaries;
o stock option grants;
o cash bonuses;
o insurance plans; and
o contributions by Beta to the retirement plan.
In establishing the compensation paid to our executives, we emphasize
providing compensation that will (1) motivate and retain the executives and
reward performance, (2) encourage the long term success of Beta, and (3)
encourage the application of prudent decision making processes in an industry
marked by volatility and high risk.
Historically, we have evaluated compensation paid to our executive officers
based upon the following factors:
o the growth in Beta's oil and gas reserves;
o the market value of Beta's common stock;
o cash flow;
o the extent to which the executive officers have been successful in
finding and creating opportunities for Beta to participate in drilling
or acquisition ventures having quality prospects;
o the ability of our executives to formulate and maintain sound budgets
for drilling ventures and other business activities;
o the overall financial condition of Beta;
o the extent to which proposed business plans are met; and
o by comparing the compensation packages of our executive officers with
the compensation packages of executive officers of other companies
similar to Beta.
-8-
We do not assign relative weights or rankings to these factors. Instead, we
make subjective determinations based upon a consideration of all of these
factors.
In establishing base salaries for the executive officers, we have not relied
on independent consultants to analyze or prepare formal surveys for us. However,
we do make informal comparisons of our executives' compensation with the
compensation paid to executives of other publicly and privately held companies
similar to Beta. We also rely on our general knowledge and experience in the oil
and gas industry, focusing on a subjective analysis of each of our executive's
contributions to Beta's overall performance. In addition, we take into account
the fact that we do not provide significant perquisites to our executive
officers. While specific performance levels or "benchmarks" are not used to
establish salaries or grant stock options, we do take into account historic
comparisons of Beta's performance. With respect to awards of stock options, we
attempt to provide the executives with an incentive compensation vehicle that
could result in future additional compensation to the executives, but only if
the value of our common stock increases for all stockholders. All stock options
are granted with exercise prices equal to or greater than the fair market value
of the common stock on the date of grant. When awarding stock options, we
consider the number of options granted on prior occasions and the length of time
between option grants.
We awarded a $28,552 cash bonus paid to Mr. Antry in 2000. In December
2000, we also granted stock options to Mr. Antry to purchase 15,000 shares of
common stock at an exercise price of $7.70 per share, which was in excess of
110% of the fair market value of our common stock on the date of grant.
In reviewing the overall compensation of Mr. Antry in 2000, we took into
account the fact that Mr. Antry has never received an increase in his salary
since starting with Beta in 1997. We further considered Beta's overall financial
condition, its successful initial public offering in July 1999, and the Merger
with Red River Energy, L.L.C. effective September 1, 2000 as well as the
individual contributions made by Mr. Antry. We believe the insight, experience
and leadership of Mr. Antry has been instrumental in keeping Beta positioned to
survive the adverse effects of a severe industry downturn and then take
advantage of the upturn in commodity pricing we have recently experienced. We
feel that the stock option awards to our executive officers, including Mr.
Antry, act as a catalyst to advancing the financial interests of stockholders
along with those of management. It is our conclusion that the amount and types
of compensation currently being paid to our executive officers are sufficient to
motivate them and encourage their efforts to increase the value of Beta for all
stockholders.
Provisions of the Internal Revenue Code that restrict the deductibility of
certain compensation over one million dollars per year has not been a factor in
our considerations or recommendations.
Respectfully Submitted,
Joe C. Richardson, Jr.
John P. Tatum
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SUMMARY OF ANNUAL COMPENSATION
Summary Compensation Table
The following table will inform you about the compensation earned by Beta's
Chief Executive Officer for services rendered to Beta during the fiscal years
ended December 31, 1999 and 2000. No other executive officer's cash compensation
exceeded $100,000 for the fiscal years ended December 31, 1999 and 2000.
Matching
Securities Contributions to
Underlying All Other Simple IRA
Name and Principal Position Year Salary Bonus Options/SARs Compensation Retirement Plan
- --------------------------- ------- ----------- --------- ------------------- -------------- -------------------
Steve Antry
Chief Executive Officer 2000 $ 150,000 $ 28,552 $ 15,000 (1) $ 75,906 (2) $ 4,500
and Chairman of the 1999 $ 150,000 $ 28,184 $ 25,000 (1) $ 11,250 (2) $ 2,600
Board of Directors 1998 $ 150,000 $ - $ 25,000 (1) $ 9,343 (2) $ -
1. The 15,000 shares of common stock underlying stock options were
granted on December 8, 2000, are exercisable at $7.70 per share and
expire on December 8, 2005; the 25,000 shares of common stock
underlying stock options were granted January 6, 1999, are
exercisable at $6.00 per share and expire on December 31, 2004; and
the 25,000 shares of common stock underlying presently exercisable
stock warrants were issued March 12, 1998, are exercisable at $5.00
per share and expire on March 12, 2003.
2. Represents compensation for use of Company leased vehicle and moving
allowance related to corporate office move and relocation in July
2000 for Mr. Antry.
Stock Options
We use stock options as part of the overall compensation of Directors,
officers and employees. We have included summary descriptions of our stock
option plans so you can review the types of options we have granted and the
significant features of our stock options.
In the following table, we show certain information with respect to stock
options granted in 2000 to the named chief executive officer.
Option/SAR Grants in Last Fiscal Year
Individual Grants
- ------------------------------------------------------------------------------------------- --------------------
Percent of
Number of total Potential
securities options/SARs Exercise realizable value
underlying granted to or base at assumed annual
Options/ employees price Expiration rates of stock
Name SARs granted in fiscal ($/Sh) date price appreciation
# year for option term
5%($)(1) 10%($)(1)
- ----------------------- -------------- ------------- ---------- -------------- --------------------
Steve Antry 15,000 .08% $7.70 12/8/2005 31,913 70,513
(1) These amounts are calculated based on the indicated annual rates of
appreciation and annual compounding from the date of grant to the end
of the option term. Actual gains, if any, on stock option exercises are
dependent on the future performance of the common stock and overall
stock market conditions. There is no assurance that the amounts
reflected in this table will be achieved.
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The following table shows certain information with respect to stock options
exercised in 2000 by Beta's chief executive officer, if any, and the value of
his unexercised stock options at December 31, 2000.
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
Number of securities Value of unexercised
underlying unexercised in-the-money
options/SARs at fiscal options/SARs at the
Shares year end (#) fiscal year end ($)
acquired Value
Name on Realized Exercisable/ Exercisable/
exercise Unexercisable Unexercisable
- ---------------------- ------------ ------------ ------------------------ -----------------------
Steve Antry None None 65,000/None $ 84,360/No value
(1) The value of in-the-money options is equal to the fair market value of a
share of common stock at fiscal year-end ($7.484 per share), based on the
last sale price of Beta's common stock, less the exercise price.
Stock Option Plan
On September 11, 2000, a majority of our shareholders ratified and approved
the adoption of the Company's Amended and Restated 1999 Incentive and
Nonstatutory Stock Option Plan previously approved by the board of directors.
The plan authorizes the Compensation Committee to grant stock option awards to
officers, directors and employees. The plan provides, among other things, the
following:
o The maximum number of shares, which may be optioned and sold under the
plan, is 700,000 shares.
o The per share exercise price for common shares to be issued pursuant to the
exercise of an option shall be no less than the fair market value of Beta's
common stock as of the date of grant.
o The per share exercise price for common shares to be issued to persons
owning more than 10% of the voting stock of Beta at the date of grant,
shall be no less than 110% of the fair market value of Beta's common stock
as of the date of grant.
o The maximum terms of the options shall be a maximum of ten years or such
lesser time period as the board of directors determines. The maximum time
period for options to be issued to persons owning more than 10% of the
voting stock of Beta at the date of grant shall be five years from the date
of grant.
The Stock Option Plan provides for the granting to employees of incentive
stock options within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended, and for the granting of nonstatutory stock options to
directors who are not employees and consultants. In the case of employees who
receive incentive stock options, which are first, exercisable in a particular
calendar year whose aggregate fair market value exceeds $100,000, the excess of
the $100,000 limitation shall be treated as a nonstatutory stock option under
the Stock Option Plan.
The Compensation Committee appointed by our board of directors is
administering the Stock Option Plan. This committee consists of two directors,
Joe C. Richardson, Jr. and John Tatum, neither of who are employees of Beta. As
such, under Rule 16b-3, the grant of such stock options under the Stock Option
Plan to officers and directors who are our employees is exempt from the short
swing profits provisions under Section 16(b) of the Securities Exchange Act of
1934 ("1934 Act").
This committee has the power, subject to the approval of our board of
directors, to determine the terms of the options granted, including the number
of shares subject to each option, the exercisability and vesting requirements of
each option, and the form of consideration payable upon the exercise of such
option (i.e., whether cash or exchange of existing shares of Beta common stock
in a cashless transaction or a combination thereof).
-11-
A maximum of 700,000 shares of Beta common stock (which amount is subject
to adjustment for stock splits, stock dividends, combinations or
reclassification of the Beta common stock) are reserved for issuance under the
Stock Option Plan. On September 11, 2000, stock options exercisable for a total
of 97,500 shares of Beta common stock were granted to a total of 6 employees as
incentive stock options. This had been reported in the 1999 10-K as being issued
in 1999, however, the Amended 1999 Incentive and Nonstatutory Stock Option Plan
was not approved by a majority of the shareholders until September 11, 2000. Of
this amount, stock options for a total of 95,000 shares of Beta common stock
were granted to officers and directors who are employees. The average exercise
price of such stock options is $6.00 per share, which represents an amount in
excess of 110% of the fair market value of the average of the last reported
highest bid and lowest asked prices quoted on the Nasdaq Small Cap Market on
August 27, 1999, which was the date such stock options were originally approved
to be granted. Also on September 11, 2000, stock options exercisable for a total
of 51,000 shares of Beta common stock were granted to a total of 6 employees as
incentive stock options resulting from the conclusion of the merger. None of
these 6 employees were officers or directors. On December 8, 2000, stock options
exercisable for a total of 135,000 shares of Beta common stock were granted to a
total of 9 employees as incentive stock options. Of this amount, stock options
for a total of 90,000 shares of Beta common stock were granted to officers and
directors who are employees. The average exercise price of such stock options is
$7.70 per share, which represents an amount in excess of 110% of the fair market
value of the average of the last reported highest bid and lowest asked prices
quoted on the Nasdaq National Market System on December 8, 2000.
The Stock Option Plan requires that the exercise price of the stock options
granted under such plan shall not be less than (but may be higher than) 100% of
the fair market value per share as determined on the date of grant. However, if
an employee who is granted a Stock Option owns, at the time of grant, stock
representing more than 10% of the voting power of all classes of Beta stock, the
exercise price for options which are incentive stock options may not be less
than 110% of the fair market value per share on the date of grant.
So long as our stock is reported on the National Association of Securities
Dealers, Inc. Automated System, the fair market value per share on the date of
grant of a stock option under the Stock Option Plan shall be the average of the
last reported highest bid and the lowest asked prices quoted on the Nasdaq
National Market System on such date.
The Stock Option Plan will continue in effect for 10 years from August 20,
1999 (i.e., the date first adopted by our board of directors), unless sooner
terminated by our board of directors. Unless otherwise provided by our board of
directors, the stock options granted under the Stock Option Plan will terminate
immediately prior to the consum- mation of a proposed dissolution or liquidation
of Beta.
The options granted under the Stock Option Plan are for a period of not
more than 10 years after the date of grant. However, in the case of an optionee
who owns, at the time of grant, stock representing more than 10% of the combined
voting power of all classes of Beta stock, the term of the options shall not be
for more than five (5) years.
Upon the termination of an optionee as our employee, he/she must exercise
his/her option within the period of time not exceeding three (3) months (as set
forth in such stock option) after he/she ceases to be our employee. If an
optionee becomes disabled and due to such disability ceases to be our employee,
he/she must exercise his/her option within the period of time not exceeding 12
months (as set forth in such stock option). Upon the death of an optionee whose
employment by us was not terminated prior to such event, the optionee's estate
or person acquiring the right to exercise such option by bequest or inheritance
may exercise such option at any time within 12 months following the date of such
optionee's death but only to the extent that the optionee could have exercised
such option (under its terms) if his/her employment had continued uninterrupted
for such 12 month period.
-12-
The options granted under the Stock Option Plan may only be exercised by
the optionee during his/her lifetime and are not transferable except by will or
by the laws of descent and distribution. The shares of Beta common stock
transferred to an optionee as a result of the exercise of a stock option are
"restricted securities" under Rule 144 as promulgated under the 1933 Act and may
only be resold or transferred in compliance with such rule and the registration
requirements or an exemption from such requirements under the 1933 Act.
Retirement Plan
We maintain a Savings Incentive Match Plan for Employees (SIMPLE IRA Plan)
for eligible employees. Currently, all Beta employees are eligible to
participate.
We presently make matching contributions to employee accounts in an amount
equal to the elective contribution made by each employee, not to exceed,
however, 3% of each employee's salary during any calendar year. All
contributions to employees' accounts are immediately 100% vested and become the
property of each employee at the time of contribution, including employer
contributions and income-deferral contributions. During 2000, we contributed an
aggregate of $15,456 to the accounts of 9 employee participants. Of this amount,
$4,500 was allocated to Mr. Antry's account.
Directors' Compensation
Beta's Bylaws state that non-employee Directors of Beta shall not receive
any stated salary for their services, but, by resolution of the Board of
Directors, a fixed sum and expense of attendance, if any, may be allowed for
attendance at each regular and special meeting of the Board of Directors. Beta
currently pays $1,000 in fees per outside director per meeting up to a maximum
of $2,000 in fees per outside director for combined meetings and reimburses each
director for actual expenses incurred. In 2000, total directors' fees paid by
Beta were $7,000. Beta maintains directors and officers liability insurance.
Employment Contracts
We have executed an employment contract dated June 23, 1997 with our
President and Chairman of the Board, Steve Antry. The contract provides for an
indefinite term of employment at an annual salary of $150,000 commencing in
October of 1997 and an annual car allowance of up to $12,000. The contract may
be terminated by Beta without cause upon the payment to Mr. Antry of the
following:
(a) Options to acquire the common stock of Beta in an amount equal
to 10% of the then issued and outstanding shares containing a
five year term, piggyback registration rights and an exercise
price equal to 60% of the fair market value of the shares
during the sixty day period of time preceding the termination
notice, such amount not to exceed $3.00 per share.
(b) A cash payment equal to two times the aggregate annual
compensation.
(c) In the event of termination without cause, all unvested
securities issued by Beta to Mr. Antry shall immediately
vest and Beta shall not have the right to terminate or
otherwise cancel any securities issued by Beta to Mr. Antry.
-13-
Certain Relationships and Related Transactions
Effective March 1, 2001, we entered into an Exploration and Development
Area of Mutual Interest Agreement as amended in April 2001, in Fremont County,
Wyoming with a director of Beta, Joe C. Richardson, Jr. Mr. Richardson had been
reviewing and conducting geologic studies on the property since 1999 and
purchased the property in two parcels in January and February 2001. Mr.
Richardson paid $95,683 for two parcels totaling 1,595 acres. We purchased his
interest in the two parcels, including the geologic data for $166,423. Mr.
Richardson reserved a 4% royalty interest on 386 acres and a 5% royalty interest
on 1,200 acres. We acquired a 75% working interest in the properties and Mr.
Richardson will receive a 16-2/3% backin working interest at no cost to him,
after payout of the first three wells, if drilled. After payout, all future
exploration and development costs, including any additional wells, will be paid
75% by Beta and 25% by Mr. Richardson.
A former director, Rolf Hufnagel, was President of Red River Energy,
L.L.C., the company that Beta Oil "&" Gas, Inc. merged with effective
September 1, 2000. Mr. Hufnagel was appointed a director as a condition of the
merger on June 6, 2000. He resigned his directorship on October 16, 2000.
There are no outstanding loans to officers, directors and related persons.
Our present policy does not permit loans to officers, directors and related
persons. We believe that all past related party transactions were as favorable
to the Company as would otherwise have been available from unaffiliated third
parties.
-14-
REPORT OF THE AUDIT COMMITTEE
The Audit Committee acts under a written charter adopted and approved by the
Board of Directors on June 6, 2000, and as amended March 27, 2001. A copy of the
Audit Committee Charter is attached to this Proxy Statement as Appendix A. Each
of the members of the Audit Committee is "independent" as defined by the New
York Stock Exchange listing standards.
It is not the responsibility of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are in all material
respects complete and accurate in accordance with generally accepted accounting
principles. This is the responsibility of management and the independent
auditors. It is also not the responsibility of the Audit Committee to assure
compliance with laws and regulations and the Company's conduct.
Based on the Audit Committee's review of the audited financial statements as of
and for the fiscal year ended December 31, 2000 and its discussions with
management regarding such audited financial statements, its receipt of written
disclosures and the letter from independent auditors required by Independence
Standards Board Standard No. 1, its discussions with the independent auditors
regarding such auditor's independence, the matters required to be discussed by
the Statement on Auditing Standards 61 and other matters the Audit Committee
deemed relevant and appropriate, the Audit Committee recommended to the Board of
Directors that the audited financial statements as of and for the fiscal year
ended December 31, 2000 be included in the Company's Annual Report on Form 10-K
for such fiscal year.
Audit Committee
Joe C. Richardson, Jr., Chairman
Robert C. Stone, Member
John Tatum, Member
AUDIT FEES. Audit fees billed by Hein + Associates LLP for the 2000 audit and
the review of the annual report on Form 10-K for the year ended December 31,
2000, and the reviews of the financial statements included in Beta's Form 10-Q
for such fiscal year, were $106,252.
ALL OTHER FEES. Aggregate fees billed by Hein + Associates LLP for all other
services for the fiscal year ended December 31, 2000 were $174,897, which
included fees related to Beta's merger with Red River Energy, Inc. and
preparation of Beta's income tax returns. Hein + Associates LLP did not render
any services related to financial information technology systems design or
implementation during 2000.
The Audit Committee believes that the foregoing expenditures are compatible with
maintaining the independence of Beta's principal accountant.
-15-
STOCK PERFORMANCE GRAPH
As required by applicable rules of the SEC, the performance graph shown below
was prepared based on the following assumptions:
1. The index level for all series was set to $100.00 on 7/9/99.
2. The indices are weighted daily, using the market capitalization on the
previous trading day.
3. If the quarterly interval, based on the fiscal year-end, is not a
trading day, the preceding trading day is used.
4. All dividends are reinvested on the ex-dividend date.
The indices in the performance graph compare the annual cumulative total
stockholder return on Beta's common stock with the cumulative total return of
The Nasdaq Stock Market (U.S.) Index and a peer group index comprised of 5 U.S.
companies engaged in crude oil and natural gas operations whose stocks were
traded on Nasdaq during the period from July 9, 1999 through December 31, 2000.
July 9, 1999 is the date on which Beta commenced trading on the Nasdaq. The
companies that comprise the peer group are Brigham Exploration Co. (BEXP),
Carrizo Oil "&" Co., Inc. (CRZO), Cheniere Energy, Inc. (CXY), Edge
Petroleum Corp. (EPEX) and Parallel Petroleum Corp. (PLLL).
Total Return Analysis 7/9/99 9/99 12/99 3/00 6/00 9/00 12/00
--------------------- ------ ---- ----- ---- ---- ---- -----
Beta 100.00 106.25 123.97 164.58 181.25 154.17 124.73
NASDAQ 100.00 98.42 145.46 163.28 141.96 130.64 87.54
Peer Group 100.00 102.04 65.25 84.10 107.32 181.68 175.26
[OBJECT OMITTED]
-16-
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
We have engaged HEIN + ASSOCIATES LLP as independent auditors to perform the
audit of our financial statements for fiscal year 2001. HEIN + ASSOCIATES LLP
has been our independent auditor since 1997. We expect that representatives of
HEIN +ASSOCIATES LLP will be present at the Annual Meeting, will be given an
opportunity to make a statement at the meeting if they desire to do so and will
be available to respond to appropriate questions.
The Board of Directors recommends a vote for the ratification of the selection
of HEIN + ASSOCIATES LLP
FINANCIAL STATEMENTS
The 2000 Annual Report to Stockholders accompanying this proxy statement
includes our audited financial statements.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not know of
any other business to be presented at the Annual Meeting of Stockholders. If any
other matter properly comes before the Annual Meeting, the persons appointed by
the proxy intend to vote such proxy in accordance with their best judgment.
STOCKHOLDERS MAY OBTAIN, WITHOUT CHARGE, A COPY OF OUR ANNUAL REPORT ON FORM
10-K FOR THE YEAR ENDED DECEMBER 31, 2000 AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION UPON WRITTEN REQUEST TO THE CHIEF FINANCIAL OFFICER OF THE
COMPANY, 6120 SOUTH YALE AVENUE, SUITE 813, TULSA, OK 74136.
STOCKHOLDER PROPOSALS
Stockholders desiring to submit proposals for inclusion in our proxy statement
for the 2002 annual meeting of stockholders must submit proposals to us at our
principal executive office on or before January 7, 2002. Proposals should be
sent to:
Secretary of Beta Oil "&" Gas, Inc., 6120 South Yale Avenue, Suite 813,
Tulsa, Oklahoma 74136.
The use of certified mail, return receipt requested, is suggested.
By Order of the Board of Directors
VIRGINIA CHERRY
Secretary
Tulsa, Oklahoma
April 23, 2001
-17-
Appendix "A"
AUDIT COMMITTEE CHARTER
COMPOSITION
The Audit Committee is established as a standing committee of the Board
of Directors. It will have at least three members. The Audit Committee members
will be (or will become within a reasonable time after appointment) financially
literate and at least one member will have accounting or related financial
management expertise. The members of the Audit Committee will be non-employee
members of the Board of Directors and "independent" of the management of the
Company as required by the rules and regulations of the Nasdaq Stock Market,
Inc. ("Nasdaq"), or such other exchange as the securities of the Company shall
be listed for trading. A person may not serve as a member of the Audit Committee
of the Board of Directors if:
(a) That person is or was at any time during the previous three years an
employee of the Company or its affiliates;
(b) That person accepted any compensation from the corporation or its
affiliates in excess of $60,000, during the previous fiscal year (except
for board services, retirement plan benefits or non-discretionary
compensation);
(c) That person has been a partner, controlling stockholder or an executive
officer of any for-profit business to which the corporation made, or from
which it received, payments (other than those which arise solely from
investments in the corporation's securities) that exceed five percent of
the organization's consolidated gross revenues for that year, or $200,000,
whichever is more, in any of the past three years; or
(d) That person is an executive of another corporation where any executive of
the Company currently serves on the compensation committee of that
corporation; or
(e) That person has an immediate family member who is, or has been in the past
three years, employed by the Company or its affiliates as an executive
officer.
Notwithstanding the foregoing, the Board of Directors may appoint to
the Audit Committee one non-employee director that would otherwise be
disqualified under (a) or (b) above, if the Board of Directors determines in its
business judgment that such director's membership on the Audit Committee will
serve the best interests of the Company and its stockholders.
STATEMENT OF POLICY
The Audit Committee will provide assistance to the directors in
fulfilling their responsibilities to the stockholders, potential stockholders
and to the investment community relating to corporate accounting, reporting
practices and the quality and integrity of the financial reports of the Company.
To that end, it is the responsibility of the Audit Committee to maintain free
and open lines of communication between the Board of Directors, the independent
auditors and the Company's accounting and financial management.
-18-
RESPONSIBILITIES
GENERAL
1. Review with Company Management and the independent auditors the proposed
overall scope of the Company's annual audit, the adequacy of the Company's
system of internal controls, and the Company's audited financial statements and
related disclosures.
2. Discuss with the independent auditors their judgments about the quality,
not just the acceptability, of the Company's accounting principles as applied in
its financial reporting.
3. Review with the Company's counsel any legal, regulatory and
environmental matters that may have a material impact on the Company's financial
statements.
4. Review and assess the adequacy of the Audit Committee Charter on an
annual basis.
5. Review and assess compliance with all applicable rules and regulations
of the Securities and Exchange Commission ("SEC") and the New York Stock
Exchange specifically applicable to the composition and responsibilities of the
Audit Committee.
6. Perform such other activities as the Audit Committee or the Board of
Directors may from time to time deem necessary or appropriate.
INDEPENDENT AUDITORS
1. The outside auditor for the Company is ultimately accountable to the
Board and the Audit Committee, and the Audit Committee and Board have the
ultimate authority and responsibility to select, evaluate and, where
appropriate, replace the outside auditor (or, in its discretion, to nominate the
outside auditor to be proposed for shareholder approval in any proxy statement).
2. The Audit Committee will approve the fees and other significant
compensation to be paid to the independent auditors.
3. The Audit Committee is responsible for ensuring that the outside auditor
submits on a periodic basis to the Audit Committee a formal written statement
delineating all relationships between the auditor and the Company and the Audit
Committee is responsible for actively engaging in a dialogue with the outside
auditor with respect to any disclosed relationships or services that may impact
the objectivity and independence of the outside auditor and for recommending
that the Board take appropriate action in response to the outside auditors'
report to satisfy itself of the outside auditors' independence.
OTHER AUDIT COMMITTEE RESPONSIBILITIES
1. Annually prepare a report as required by the SEC. The report should be
included in the Company's annual proxy statements.
2. Perform any other activities consistent with this Charter, the Company's
By-laws and governing law, as the Audit Committee or the Board deems necessary
or appropriate.
3. Maintain minutes of meetings and periodically report to the Board on
significant results of the foregoing activities.
-19-
AUDIT COMMITTEE REPORT IN THE COMPANY'S PROXY STATEMENT
A report from the Audit Committee will be included in the Company's annual
Proxy Statement and must disclose the following items:
1. Whether the Audit Committee has reviewed and discussed the audited
financial statements with Management.
2. Whether the Audit Committee discussed the matters required by SAS
No. 61, as may be modified or supplemented, with the independent auditors.
3. Whether the Audit Committee has received the written disclosures and the
letter from the independent auditors required by ISB Standard No. 1, as may be
modified or supplemented, and has discussed with the auditors the auditor's
independence.
4. Whether, based on the review and discussions listed above, it
recommended to the Board of Directors that the financial statements be included
in the Annual Report on Form 10-K for the previous fiscal year's filing with
the SEC.
WRITTEN AFFIRMATION
At any time that there is a change in the composition of the Audit
Committee, and otherwise approximately once each year, the Company shall confirm
in writing to the Nasdaq Stock Marker, Inc. ("Nasdaq") regarding:
(a) any determination that the Board has made regarding the independence of
directors pursuant to any provision of this Audit Committee Charter;
(b) the financial literacy of the Audit Committee members;
(c) the determination that at least one of the Audit Committee members has
accounting or related financial management expertise;
(d) the annual review and reassessment of the adequacy of this Audit
Committee Charter.
MEETINGS
The Audit Committee may meet as often as may be necessary or
appropriate, but must meet at least quarterly to review the quarterly and /or
annual earnings and Forms 10-Q or 10-K prior to the Company's release of
earnings to the public
-20-
BETA OIL "&" GAS, INC.
ANNUAL MEETING OF STOCKHOLDERS - JUNE 2, 2001
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Steve A. Antry and R. Thomas Fetters, severally,
as Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all of the shares of Common
Stock of BETA OIL "&" GAS, INC. of record in the name of the undersigned at
the close of business on April 18, 2001, which the undersigned is entitled to
vote at the 2001 Annual Meeting of Stockholders of the Company and at any and
all adjournments thereof, with respect to the matters set forth below and
described in the Notice of Annual Meeting and Proxy Statement dated April 23,
2001, receipt of which is acknowledged.
1. ELECTION OF DIRECTORS:
___ FOR ALL NOMINEES LISTED BELOW (except as marked to the contrary)
___ WITHHOLD AUTHORITY (to vote for all nominees below)
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW
Steve A. Antry, R. Thomas Fetters, Joe C. Richardson, Jr., John P. Tatum, and
Robert C. Stone, Jr.
2. APPROVAL OF SELECTION OF HEIN + ASSOCIATES LLP AS INDEPENDENT AUDITORS
FOR THE COMPANY.
___ FOR ___ AGAINST ___ ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any and all adjournments
thereof.
THIS PROXY, WHEN PROPERTY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER(S), UNLESS OTHERWISE INSTRUCTED ABOVE, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED IN FAVOR OF PROPOSALS (1), (2) AND (3).
It is understood that this Proxy confers discretionary authority in respect
of matters not known or determined at the time of the mailing of the Notice of
Annual Meeting of Stockholders to the undersigned.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders and the Proxy Statement furnished therewith.
Dated and Signed: ______________________________ ____________________, 2001
Signature(s) should agree with the name(s) stenciled hereon. Executors,
administrators, trustees, guardians and attorneys should so indicate when
signing. Attorneys should submit powers of attorney.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
POSTAGE PRE- PAID ENVELOPE.
