1
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Section 240.14a-12
PYRAMID OIL COMPANY
(Name of Registrant as Specified in its Charter)
(Name of Person Filing Proxy Statement if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or 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 by written 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
PYRAMID OIL COMPANY
2008 21st Street - P.O. Box 832
Bakersfield, California 93302
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 3, 2004
To the shareholders:
NOTICE is hereby given that the Annual Meeting of Shareholders (the
"Annual Meeting") of Pyramid Oil Company (the "Company") will be held at the
Corporate Offices of Pyramid Oil Company, 2008-21st Street, Bakersfield,
California 93301, on Thursday, June 3, 2004 at 10:30 A.M. Pacific
Daylight Time, for the following purposes:
1. To elect a Board of Directors for the ensuing year;
2. To approve the selection of Singer Lewak Greenbaum & Goldstein, LLP
as independent auditors for the Company for the year ending December
31, 2004;
3. To consider a shareholder proposal relating to a dividend policy for
the Company, if properly presented at the Annual Meeting; and
4. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
Information concerning these matters, including the names of the nominees
for the Board of Directors of the Company (the "Board") is set forth in the
attached Proxy Statement for the Annual Meeting. Holders of record of the
Company's common stock at the close of business on April 12, 2004, the record
date fixed by the Board, are entitled to notice of and to vote at the Annual
Meeting. The Board urges that all shareholders of record exercise their right
to vote personally at the meeting or by proxy.
A copy of the Company's Annual Report to Shareholders containing finan-
cial statements and other information of interest to shareholders is enclosed
herewith. You are urged to read the Annual Report.
All shareholders are requested to read the enclosed Proxy Statement and
to sign, date and complete the enclosed proxy and return it promptly in the
accompanying postage prepaid, pre-addressed envelope, whether or not they
attend the meeting, to assure that their shares will be represented. Any
shareholder giving a proxy has the right to revoke it at any time before it is
voted by following the procedures outlined in the Proxy Statement. Your
prompt response will be appreciated.
By Order of the Board of Directors
Lee G. Christianson, Secretary
Bakersfield, California
May 12, 2004
PLEASE SIGN AND DATE THE ENCLOSED FORM OF PROXY AND MAIL IT PROMPTLY IN THE
ENCLOSED RETURN ENVELOPE, IN ORDER TO ASSURE THAT YOUR VOTES ARE COUNTED.
3
PYRAMID OIL COMPANY
2008 21st Street
P.O. Box 832
Bakersfield, California 93302
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
June 3, 2004
PROXY SOLICITATION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of Pyramid Oil Company (the "Company")
of proxies to be used at the Annual Meeting of Shareholders of the Company
(the "Annual Meeting") to be held on June 3, 2004, and at any postponement or
adjournment thereof. This Proxy Statement, together with the accompanying
proxy, is first being mailed to shareholders on or about May 12, 2004. You
are requested to sign, date and return the enclosed proxy card in order to
ensure that a majority of the outstanding shares of common stock of the
Company (the "Common Stock") are represented at the meeting.
Any proxy given by a shareholder of the Company may be revoked at any
time before it is voted by attending the Annual Meeting and voting in person
or by filing with the Secretary of the Company an instrument revoking the
proxy or a duly executed proxy bearing a later date. If the enclosed form of
proxy is properly executed and returned, the Common Stock represented thereby
will be voted in accordance with the instructions given by the proxy. IF NO
INSTRUCTIONS ARE GIVEN, THE COMMON STOCK WILL BE VOTED "FOR" (1) APPROVAL OF
THE ELECTION OF THE NOMINEES FOR DIRECTORS NAMED HEREIN; AND (2) THE
RATIFICATION OF THE COMPANY'S SELECTION OF SINGER LEWAK GREENBAUM & GOLDSTEIN,
LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31,
2004; AND (3) ''AGAINST'' THE SHAREHOLDER PROPOSAL RELATING TO A DIVIDEND
POLICY. If any other matters are properly presented at the meeting, or any
adjournment thereof, the persons voting the proxies will vote according to
their best judgment.
Solicitation of proxies will be primarily by mail, although some
solicitation will be by telephone, telegraph or personal interview. Proxies
may be solicited by officers, directors and regular employees of the Company.
The Company will not pay any additional compensation for such solicitations.
Arrangements may be made with brokerage houses and with the Company's transfer
agent, U.S. Stock Transfer, Glendale, California, to send notices, proxy
statements, proxies and other materials to shareholders. The cost for such
services is expected to be nominal and will be borne by the Company.
Approval of the selection of Singer Lewak Greenbaum & Goldstein, LLP, and
approval of the shareholder resolution relating to a dividend policy, each
requires the affirmative vote of the holders of a majority of the shares
represented or in person or by proxy and voting on the item, provided that the
shares voting affirmatively must also constitute a majority of the required
quorum for the Annual Meeting.
4
RECORD DATE AND VOTING
Only holders of record of the Company's Common Stock at the close of
business on April 12, 2004 shall be entitled to notice of and to vote at the
Annual Meeting. Transferees of Common Stock which are transferred on the
books of the Company subsequent to such date shall not be entitled to notice
of or to vote at the Annual Meeting.
As of April 12, 2004, there were outstanding 2,494,430 shares of Common
Stock. A majority of the outstanding shares of Common Stock entitled to vote,
whether present or in person or by proxy, constitutes a quorum for the conduct
of business at the Annual Meeting. Abstentions and ''broker non-votes'' on
matters as to which they lack voting authority will be treated as shares
present and entitled to vote for purposes of determining the presence of a
quorum. Unless cumulative voting is requested by a shareholder, each share of
Common Stock is entitled to one vote for the election of each director of the
Company. Under the California General Corporation Law, if a shareholder gives
notice prior to the commencement of voting on the election of directors of his
or her intention to cumulate his or her votes, then all shareholders (or their
proxies) may cumulate their votes. No cumulative voting will occur if no such
notice is given.
Cumulative voting permits each shareholder to cast an aggregate number of
votes equal to the number of shares owned multiplied by the number of
directors to be elected; all of such votes may be cast for a single nominee or
may be allocated among any two or more nominees as the shareholder wishes.
If a proxy is marked "FOR" the election of directors, it may, at the
discretion of the persons named in the enclosed form of proxy (the "Proxy
Holders"), be voted cumulatively in the election of directors. Under either
form of voting, the five nominees receiving the highest number of votes cast
will be elected as directors.
If you hold your shares of Common Stock in "street name," please contact
your broker or nominee as to the voting of your stock.
ELECTION OF DIRECTORS
Directors are to be elected at the Annual Meeting to serve until the next
annual meeting and until their successors are elected and qualified. Unless
authority to vote for directors is withheld in the proxy card, it is the
intention of the Proxy Holders to vote for the election of the following five
persons as directors: John H. Alexander, J. Ben Hathaway, Thomas W. Ladd,
Gary L. Ronning and John E. Turco.
The Board has been informed that all nominees are willing to serve as
directors. If any of them should decline or be unable to act as a director,
the Proxy Holders will vote for the election of another person or persons as
they, in their discretion, may choose. The Board has no reason to believe any
nominee will be unable or unwilling to serve.
5
The nominees for election as directors of the Company are as follows:
<Table>
<Caption>
Director Officer
Name Age Position(1) Since Since
----- ---- ----------- -------- -------
J. Ben Hathaway 64 President, Chief Executive 1984 1986
Officer and Director
John H. Alexander 56 Vice President and Director 1984 1986
Thomas W. Ladd 55 Director 1998 --
Gary L. Ronning 61 Director 1998 --
John E. Turco 73 Director 1996 --
</Table>
(1) Position listed is that held with the Company.
J. BEN HATHAWAY
Mr. Ben Hathaway has been an independent oil and gas operator and
President of Marlyn Company, an oil and gas production company located in
Bakersfield, California. Mr. Ben Hathaway has been President of Marlyn
Company since 1973.
JOHN H. ALEXANDER
Mr. Alexander has been an independent oil operator and President of
Alexander Oil Company, Newport Beach, California. Alexander Oil Company is
an oil and gas production company. Mr. Alexander has been President of
Alexander Oil Company since 1970.
THOMAS W. LADD
Mr. Ladd has been President and Chairman of the Board of Tetra Oil
Company, which is engaged in petroleum lease acquisition, exploration and
operations, since 1979. Mr. Ladd is also an independent geologist, offering
consulting services in petroleum, government compliance, environmental
assessments and co-generation development.
GARY L. RONNING
Mr. Ronning has been Executive Vice President, Western Region of
Prime Natural Resources, LLC, since 1999. Mr. Ronning has previously been
with Ferguson Energy, an independent oil and gas exploration company, since
1967. Mr. Ronning has had several positions with Ferguson Energy.
JOHN E. TURCO
Since 1988, Mr. Turco has been a private investor, primarily in
agricultural businesses.
6
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
NOMINEES NAMED. PROXIES RETURNED TO THE COMPANY WILL BE VOTED "FOR" THE
NOMINEES NAMED UNLESS OTHERWISE INSTRUCTED.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the federal securities laws, the Company's directors, executive
officers, and any person holding more than 10% of the Company's Common Stock
are required to report their ownership of the Company's securities and any
changes in that ownership to the Securities and Exchange Commission. Specific
due dates for these reports have been established, and the Company is required
to report any failures to file by these dates. The Company knows of no
instances of persons who have failed to file or have delinquently filed
Section 16(a) reports within the most recently completed fiscal year.
IDENTIFICATION OF EXECUTIVE OFFICERS
<Table>
<Caption>
Officer
Name Age Position Since
---- --- -------- -------
J. Ben Hathaway 64 President and Chief 1986
Executive Officer
John H. Alexander 56 Vice President 1986
</Table>
The biographical descriptions of Mr. Hathaway and Mr. Alexander are included
under "Election of Directors."
SECURITY OWNERSHIP OF DIRECTORS, OFFICERS AND NOMINEES
The following table sets forth certain information as of April 12, 2004,
with respect to beneficial ownership of the Company's Common Stock by each of
the Company's directors, director nominees and executive officers named below
in the executive compensation table and by all directors and officers as a
group. The number of shares owned are those "beneficially owned," as
determined under rules of the Securities and Exchange Commission. The
information disclosed below is not necessarily indicative of beneficial
ownership for any other purpose. Beneficial ownership as described below,
includes any shares of Common Stock as to which the director has sole or
shared voting power or investment power pursuant to a discretionary account or
similar arrangement.
7
<Table>
<Caption>
Percentage of
Shares Outstanding
Name and Title (1) Owned (2) Common Stock(3)
----------------- -------- ---------------
J. Ben Hathaway, 516,908(4) 20.72%
Director, President
John H. Alexander, 49,532 1.99%
Director, Vice President
Thomas W. Ladd, Director -- --
Gary L. Ronning, Director -- --
John E. Turco, Director 109,928(5) 4.41%
Directors and Executive Officers
as a Group (6 persons) 676,368 27.12%
</Table>
- -----------
(1) Title listed refers to the Company unless otherwise stated.
(2) Amounts reported by each director do not include shares held in name of
his spouse, children and other relatives because the director does not
have sole or shared voting or investment control over the shares.
(3) As a percentage of the 2,494,430 shares of Common Stock outstanding at
April 12, 2004.
(4) Mr. J. Ben Hathaway's children own in the aggregate, 1,600 shares of
Common Stock. Mr. Hathaway disclaims any beneficial interest in such
shares and the shares of the Company's Common Stock owned by his
brothers, Jean E. Hathaway, Henry D. Hathaway and John J. Hathaway. See
"Principal Holders of Securities."
(5) Mr. Turco owns 50% of Corotto Co. which in turn owns 14,500 shares of
the Company. Such shares are included in the total shares owned.
BOARD COMMITTEES; DIRECTOR NOMINATING PROCESS;
SHAREHOLDER COMMUNICATIONS WITH THE BOARD
All directors of the Company comprise the Audit Committee, which reviews
the Company's financial and accounting organization, financial reporting and
the reports of the independent auditors and is responsible for the selection
and oversight of the independent auditors. The Board of Directors has
determined that Messrs. Thomas W. Ladd, Gary L. Ronning and John E. Turco are
''independent'' within the meaning of Rule 4200(a)(15) of the Nasdaq Stock
Market, Inc.
8
The Audit Committee held one meeting during the last fiscal year. All of
the Company's Directors attended the Audit Committee meeting.
All directors of the Company comprise the Nominating Committee, which
recommends prospective directors to fill vacancies that may arise from time to
time and proposes individuals for election to the Company's Board by the
Company's shareholders. The Nominating Committee held one meeting during the
last fiscal year. All of the Company's directors attended the Nominating
Committee meeting.
The Company has no Compensation Committee or other standing Committee.
Because all directors serve as the Audit Committee and the Nominating
Committee, the Board of Directors does not believe that it is necessary for
either committee to have a written charter to govern its operations.
The Board of Directors, in its capacity as the Company's Nominating
Committee, will consider shareholder nominations for candidates for membership
on the Board. In evaluating such nominations, the Board seeks to achieve a
balance of knowledge, experience and capability on the Board. Any shareholder
nominations proposed for consideration by the Board should include the
nominee's name and qualifications for Board membership and should be addressed
to Lee G. Christianson, Secretary, Pyramid Oil Company, P.O. Box 832,
Bakersfield, California 93302. Shareholder nominations should be delivered to
Mr. Christianson at least 120 days before the date of the annual meeting.
The Board believes that directors should have the highest professional
and personal ethics and values, consistent with longstanding Company values
and standards. They should have broad experience at the policy-making level
in business, government, education, technology or public interest. They should
be committed to enhancing shareholder value and should have sufficient time to
carry out their duties and to provide insight and practical wisdom based on
experience. Their service on other boards of public companies should be
limited to a number that permits them, given their individual circumstances,
to perform responsibly all director duties.
The Board utilizes a variety of methods for identifying and evaluating
nominees for director. The Board periodically assesses the appropriate size
of the Board and whether any vacancies on the Board are expected due to
retirement or otherwise. In the event that vacancies are anticipated, or
otherwise arise, the Board will consider various potential candidates for
director. Candidates may come to the attention of the Board's through current
Board members, professional search firms, shareholders or other persons.
These candidates will be evaluated at regular or special meetings of the
Board, and may be considered at any point during the year. If any materials
are provided by a shareholder in connection with the nomination of a director
candidate, the materials will be forwarded to the Board. The Board will also
review materials provided by professional search firms or other parties in
connection with a nominee who is not proposed by a shareholder.
All five of the director nominees identified in this proxy statement
currently serve as directors of the Company.
9
Any shareholder can communicate with all directors or with specified
directors by sending a letter to the Company's Corporate Secretary at the
address listed above. All such letters will be forwarded to the entire Board
or to the directors specified by the shareholder.
BOARD MEETINGS AND COMPENSATION
The Board of Directors met three times in 2003. Only non-employee
directors receive payment for service as directors of the Company.
Non-employee directors receive $300 for each board meeting attended. Each
director received a total of $600 in directors fees during 2003. Each board
meeting was attended by all of the directors.
Each director is encouraged to attend each annual meeting of
shareholders. All directors attended the 2003 annual meeting of shareholders.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee currently is comprised of the full Board of
Directors. The Board of Directors has determined that Mr. Turco is an ''audit
committee financial expert'' as defined in Item 401(e)(2) of the Securities
and Exchange Commission's Regulation S-B.
The Audit Committee oversees and monitors the participation of the
Company's management and independent auditors throughout the financial
reporting process. Other than their services as executive officers and
directors of the Company, no member of the Audit Committee has any other
material relationship with the Company.
In connection with its function to oversee and monitor the financial
reporting process, the Audit Committee has, among other things: reviewed and
discussed with the Company's management the audited financial statements for
the fiscal year ended December 31, 2003, discussed with the Company's
independent auditors those matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards, AU 380); received the
written disclosures and letter from the Company's independent auditors
required by Independence Standards Board Standard No. 1 (Independence
Standards Board Standard No. 1, Independence Discussions with Audit
Committees); and discussed with the Company's independent auditors their
independence in light of any nonaudit services performed by them for the
Company.
Based upon the foregoing, the Audit Committee approved the inclusion of
the audited financial statements in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2003.
J. Ben Hathaway Gary L. Ronning
John H. Alexander John E. Turco
Thomas W. Ladd
10
EXECUTIVE COMPENSATION
The following table sets forth the compensation for the Chief Executive
Officer ("CEO") as indicated below. No executive officer received over
$100,000 in total salary and bonus for the fiscal year ended December 31,
2003. The Company has not granted any stock options or stock appreciation
rights to the CEO, and the Company does not have any securities authorized or
available for issuance to employees or non-employees under any compensation
plans or individual compensation arrangements.
<Table>
<Caption>
Annual Compensation (1)
Name and ------------------- All Other
Principal Position Year Salary Bonus Compensation
- ------------------ ---- ------ ----- ------------
J. Ben Hathaway 2003 $ 77,700 $-0- $-0-
President and Chief 2002 77,700 -0- -0-
Executive Officer 2001 77,700 -0- -0-
</Table>
- ------------
(1) Perquisites and other personal benefits provided to the CEO did not exceed
10% of his salary and, in accordance with applicable SEC regulations, they are
not listed in this table.
EXECUTIVE EMPLOYMENT AGREEMENTS
The Company has employment agreements with Mr. J. Ben Hathaway, the
Company's President, and Mr. John H. Alexander, the Company's Vice President.
In August 2001, the Company entered into an employment agreement with J.
Ben Hathaway pursuant to which Mr. Hathaway agreed to serve as the Company's
President. The employment agreement is for an initial term of three years,
which term automatically renews annually if written notice is not tendered,
and provides for an annual base salary of $100,000 and benefits as defined in
the agreement.
Pursuant to the employment agreement, the Company may terminate Mr.
Hathaway's employment with or without cause at any time before its term
expires upon providing written notice. In the event the Company terminates
Mr. Hathaway's employment without cause, Mr. Hathaway would be entitled to
receive a severance amount equal to his annual base salary and benefits for
the balance of the term of his employment agreement. In the event of
termination by reason of Mr. Hathaway's death or permanent disability, his
legal representative will be entitled to receive his annual salary and
benefits for the remaining term of his employment agreement. In the event of,
or termination following, a change in control of the Company, as defined in
the agreement, Mr. Hathaway would be entitled to receive his annual salary and
benefits for the remainder of the term of his agreement.
11
In February 2002, the Company entered into an employment agreement with
John H. Alexander pursuant to which Mr. Alexander agreed to serve as the
Company's Vice President. The employment agreement is for an initial term of
five years, which term automatically renews annually if written notice is not
tendered, and provides for an annual base salary of $75,000 and benefits, as
defined in the agreement.
Pursuant to the employment agreement, the Company may terminate Mr.
Alexander's employment with or without cause at any time before its term
expires upon providing written notice. In the event the Company terminates
Mr. Alexander's employment without cause, Mr. Alexander would be entitled to
receive a severance amount equal to his annual base salary and benefits for
the balance of the term of his employment agreement. In the event of
termination by reason of Mr. Alexander's death or permanent disability, his
legal representative will be entitled to receive his annual salary and
benefits for the remaining term of his employment agreement. In the event of,
or termination following, a change in control of the Company, as defined in
the agreement, Mr. Alexander would be entitled to receive his annual salary
and benefits for the remainder of the term of his agreement.
RETIREMENT AND EMPLOYEE BENEFIT PLANS
The Company has a defined contribution plan (Simple IRA) available to all
employees meeting certain service requirements. Employees may contribute up
to a maximum of $6,000 of their annual compensation to the plan. The Company
makes a mandatory contribution to the plan in an amount equal to the employees
contributions of up to 3% of their annual compensation. Contributions of
$11,052, $10,587 and $10,324 were made by the Company during the years ended
December 31, 2003, 2002 and 2001, respectively.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective January 1, 1990, John H. Alexander, an officer and director of
the Company participated with a group of investors that acquired the mineral
and fee interest on one of the Company's oil and gas leases in the Carneros
Creek field after the Company declined to participate. The thirty-three
percent interest owned by Mr. Alexander represents a minority interest in the
investor group. Royalties on oil and gas production from this property paid
to the investor group approximated $122,000 in 2003, $100,000 in 2002 and
$98,000 in 2001.
Effective April 1, 2002, the Company acquired the remaining working
interest in the above referenced oil and gas lease in the Carneros Creek field
and working interests in two other leases in the same area from the investor
group noted above. The investor group acquired these working interests from
the Company's former joint venture partner in these three oil and gas leases
as the result of a court ordered settlement agreement concluding litigation
between the investor group and the joint venture partner. The investor group
sold the working interests to the Company for $217,000. Mr. John H.
Alexander, Vice President of the Company, owns a thirty-three percent interest
12
in the investor group. The Company had notes payable to the investor group in
the amount of $108,502 at the end of December 31, 2002, of which $108,502 was
paid-off on the notes payable in 2003.
PRINCIPAL HOLDERS OF SECURITIES
The following table furnishes information as of April 12, 2004, as to all
persons known to the Company to be a beneficial owner of more than 5% of the
Company's Common Stock.
<Table>
<Caption>
Number of Percentage of
Beneficially Outstanding
Name and Address Owned Shares Common Stock
---------------- ------------ --------------
J. Ben Hathaway 516,908 20.72%
P. O. Box 832
Bakersfield, CA 93302
Jean E. Hathaway 299,709 12.02%
161 Acacia Ave.
Oroville, CA 95966
Henry D. Hathaway 292,209 11.71%
110 Bridgerview Dr.
Belgrade, MT 59714
John J. Hathaway 277,659 11.13%
P. O. Box 96085
Las Vegas, NV 89193
Ronald Zlatniski 153,922 6.17%
731 Prince Rd.
Greensboro, NC 27455
</Table>
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors, in its capacity as the Company's Audit Committee,
has appointed Singer Lewak Greenbaum & Goldstein, LLP as independent public
accountants to audit the books, records and accounts of the Company for the
year ending December 31, 2004. The appointment is being presented to the
shareholders for their ratification. Representatives of Singer Lewak
Greenbaum & Goldstein, LLP will be present at the meeting. They will have an
opportunity to make statements if they desire and will be available to respond
to appropriate questions.
13
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF SINGER
LEWAK GREENBAUM & GOLDSTEIN, LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
YEAR ENDING DECEMBER 31, 2004. PROXIES WILL BE VOTED "FOR" RATIFICATION OF
THE APPOINTMENT OF SINGER LEWAK GREENBAUM & GOLDSTEIN, LLP IF NO DIRECTION IS
GIVEN IN THE PROXIES. IN THE EVENT THAT THE SHAREHOLDERS DO NOT RATIFY THE
APPOINTMENT, THE APPOINTMENT WILL BE RECONSIDERED BY THE BOARD OF DIRECTORS IN
ITS CAPACITY AS THE AUDIT COMMITTEE.
In July of 2002, the Audit Committee selected Singer, Lewak, Greenbaum &
Goldstein, LLP as the Company's independent auditors for the fiscal year
ending December 31, 2002. The decision to change the Company's independent
auditors was unanimously approved by the Board of Directors. The decision to
change the Company's independent auditors was necessary due to the
notification to the Company by Arthur Andersen LLP that it was unable to
perform any future audit services for the Company.
None of the reports of Arthur Andersen LLP on the financial statements of
the Company for the past two fiscal years of the Company contained any adverse
opinion or disclaimer, or was qualified or modified as to uncertainty, audit
scope or accounting principles, and there also were no disagreements with
Arthur Andersen LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure during the two
most recent fiscal years.
PRINCIPAL AUDITOR FEES AND SERVICES
The following table shows the fees billed to the Company by Singer Lewak
Greenbaum & Goldstein LLP for the audit and other services rendered by Singer
Lewak Greenbaum & Goldstein LLP during fiscal 2003 and 2002.
<Table>
<Caption>
2003 2002
-------- --------
Audit Fees (1) $31,800 $38,300
Audit-Related Fees -- --
Tax Fees -- --
All Other Fees -- --
</Table>
- ------------
(1) Audit fees represent fees for professional services provided to the
Company in connection with the audit of the Company's financial statements and
review of the Company's quarterly financial statements and audit services
provided in connection with other statutory or regulatory filings.
14
All audit-related services and other services rendered by Singer Lewak
Greenbaum & Goldstein LLP were pre-approved by the Board of Directors in its
capacity as the Audit Committee. The Board has a pre-approval policy that
requires the pre-approval by the Board of all services performed for the
Company by Singer Lewak Greenbaum & Goldstein LLP.
SHAREHOLDER PROPOSAL ON CASH DIVIDENDS
Raymond M. Pastura, 3117 Westchester Drive, Pittsburgh, Pennsylvania
15238, has advised the Company that he is the beneficial owner of 39,500
shares of the Company's common stock, and he has requested the Company to
include the following proposal and supporting statement in this Proxy
Statement. Mr. Pastura has advised the Company that he intends to present the
proposal for a vote of the shareholders at the Annual Meeting.
PROPOSAL
The Board of Directors shall institute a policy of paying an annual
dividend of $0.05 per share per annum, or no less than 20% of cash flow
provided by its operating earnings in the prior fiscal year of operations.
That said cash dividend be announced at or prior to each annual meeting of the
shareholders, and any anticipated deviation from the policy would be
communicated to shareholders at that time. (For example, the Board would
notify shareholders that they foresee a substantial decline in earnings for
the current year or that a better use for such funds would be to fund a
specific capital expenditure.)
SHAREHOLDER'S SUPPORTING STATEMENT
While there is no exact formula for valuing minority owned interests of
publicly held companies, my opinion is that the shares of Pyramid Oil Company
are undervalued based on the $0.75 last sale and bid as quoted on the NASDAQ
Bulletin Board. According to the Company's latest available filing with the
SEC (Third Quarter Form 10-Q filed 11/12/2003), the Company's book value per
share based on shareholders' equity divided by its outstanding shares is
approximately $1.01, or better than 33% above its current stock price. The
Company's cash position remains strong as well, at approximately $0.58 per
share. Changes in U.S. tax laws enacted in 2003 coupled with historically low
interest rates have made it much more advantageous to all shareholders to
receive cash dividend distributions. Such distributions should signal to the
market that, though the Company is owned by a majority group of shareholders
controlled by the president's family, such distributions are a fair and
equitable way of distributing the Company's wealth. I feel such a plan will
encourage long-term stockholders to hold their shares as they would have less
of an incentive to reap their profits through stock sales as opposed to
getting their returns out of the Company in the form of cash dividends.
15
I believe that certain actions accepted by the Board of Directors may be
perceived by the market as not being in the interest of its minority
shareholders and thus have contributed to the depressed public price of the
stock. These actions include these publicly disclosed statements:
As stated in the latest 10-Q filed 11/12/2003 with the Securities
and Exchange Commission: The Company has entered into various
employment agreements with key executive employees. In the event
the key executives are dismissed, the Company would incur
approximately $1,042,000 in costs.
As reported on Page 10, PYOL second quarter 10-Q report filed
8/14/2002 with the Securities and Exchange Commission, it was
stated: Legal services increased by 44% during the second quarter of
2002 due to activities related to certain transactions contemplated
by the Board of Directors for the acquisition of the Company's
common stock from its major shareholders.
According to the latest proxy statement: two directors of the
Company hold no stake in the Company's common stock, while
directors' fees have increased modestly. Also, the company's
directors have never declared any form of distribution to its common
stockholders.
I believe that the market's perception of these actions overshadows the
Company's recent ability to restrain costs, improve earnings and maintain
adequate cash flows and liquidity. By instituting a reasonable return in the
form of a cash dividend, the Board of Directors has a unique and timely
opportunity to show its commitment to fair and equitable treatment of all its
shareholders.
MANAGEMENT'S STATEMENT IN OPPOSITION TO THE SHAREHOLDER PROPOSAL
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL FOR
THE FOLLOWING REASONS:
The Board of Directors agrees that it is important to enhance long-term
shareholder value. However, the Board believes that, for the foreseeable
future, the Company can best enhance shareholder value by reinvesting
available cash in the Company's business operations.
In carrying out its fiduciary responsibilities, the Board already
regularly examines various factors in determining whether the Company's
available cash should be reinvested in the business or distributed to
shareholders in the form of dividends. Under California law, the Board has
the sole discretion to determine whether dividends should be distributed to
shareholders based upon the Board's analysis of business opportunities and the
anticipated needs of the Company for capital. The Board has had a plan in
place over the past several years to build up its cash reserves to enable the
Company to participate in more, and larger exploration and development
prospects to enhance the Company's oil and gas revenues and reserves, in
16
addition to having cash reserves available for periods of industry downturns.
The Board has determined that, under current business circumstances, the
Company should continue with this plan of reinvesting its available cash in
the Company's primary business of the exploration, development and production
of crude oil and natural gas, to enhance shareholder values.
Mr. Pastura's proposal would impede the Board's ability to exercise its
business judgment in determining how best to use the Company's available cash,
to enhance the Company's value. Mr. Pastura's proposal would create a policy
that a specified amount of cash must be distributed to shareholders each year
unless the Board advises shareholders prior to the annual meeting of a
specific reason why dividends should not be paid in a given year. Although
the Board has determined that available cash should be reinvested in the
Company's business rather than distributed to shareholders, the Board is not
always aware prior to each annual meeting of the specific uses of all
available cash for the following year. Mr. Pastura's proposal would, in
essence, require the Board to submit a budget to shareholders that outlines
the specific uses of available cash. This could limit the Board's ability to
use cash for other purposes during the period after the annual meeting as new
business opportunities arise.
The Board's decision not to pay cash dividends affects all shareholders
equally. Therefore, the Board disagrees with Mr. Pastura's suggestion that
the failure to distribute dividends primarily affects minority shareholders.
Mr. Pastura also refers to (i) severance payments that may be owed to
several executives under their employment agreements if they terminate their
employment with the Company, (ii) legal fees that the Company incurred in 2002
in connection with a proposed repurchase of stock, and (iii) modest increases
in directors' fees. The Board approved each of these agreements and
expenditures in the exercise of its business judgment. In the Board's view,
the existence of these employment agreements and expenditures does not provide
any basis for concluding that the Board should instead have distributed
dividends to shareholders.
ANNUAL REPORT TO SHAREHOLDERS
Accompanying this Proxy Statement is a copy of the Company's 2003 Annual
Report to Shareholders.
SHAREHOLDER PROPOSALS
FOR THE 2005 ANNUAL MEETING OF SHAREHOLDERS
A shareholder wishing to offer a proposal at the next annual meeting for
inclusion in the Company's proxy statement pursuant to SEC Rule 14a-8 must
submit the proposal to the Company's Secretary no later than January 12, 2005.
Proposals should be mailed to Lee G. Christianson, Pyramid Oil Company, P.O.
Box 832, Bakersfield, California 93302.
17
If notice of a shareholder proposal that the shareholder does not desire
to include in the Company's proxy statement is not received by the Company's
Secretary by March 29, 2005, the persons named in our proxy for the next
annual meeting of shareholders will have discretionary authority to vote on
the proposal at the annual meeting in accordance with their best judgment.
OTHER MATTERS
The Board of Directors is not aware of any other matters to be presented
at the Annual Meeting. If any other matters should properly come before the
Annual Meeting, the Proxy Holders will vote the proxies received according to
their best judgment.
The Company filed an annual report on Form 10-KSB with the Securities and
Exchange Commission. Shareholders may obtain a copy of this report without
charge, by writing to Lee G. Christianson, Secretary, Pyramid Oil Company,
P.O. Box 832, Bakersfield, California 93302.
18
- ------------------ ---------------------
Proxy Number Number of Shares
PYRAMID OIL COMPANY
P. O. Box 832-2008, 21st Street
Bakersfield, California 93302
Please Sign and Return Promptly
Date: 2004
-----------------
------------------------------
(Signature(s) of Shareholders)
Please date and sign exactly as name appears
hereon. When signing as executor, adminis-
trator, trustee, guardian, attorney, etc.
full title as such should be shown. If
shares are registered in more that one name
all registered owners should sign.
THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED AT THE MEETING.
19
PROXY
PYRAMID OIL COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Pyramid Oil Company (the "Company") hereby
appoints J. Ben Hathaway and John H. Alexander, and each of them, the true and
lawful attorneys, agents and proxies of the undersigned, with full power of
substitution and revocation to each of them, for and in the name of the
undersigned to vote all the shares of Common Stock of the Company which the
undersigned may be entitled to vote at the Annual Meeting of Shareholders of
the Company to be held at the Corporate Offices of Pyramid Oil Company, 2008
21st Street, Bakersfield, California 93301, on Thursday, June 3, 2004 at
10:30 A.M. Pacific Daylight Time, and at any postponement or adjournment of
such meeting, as fully as the undersigned could do if present in person. The
undersigned hereby revokes all proxies heretofore given. Without limiting the
generality of the foregoing, said proxies are authorized to vote:
(1) Election of Directors
/ / FOR all nominees listed below (except as marked to the
contrary below.
/ / WITHHOLD AUTHORITY to vote for all nominees below.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
J. Ben Hathaway, John H. Alexander, Thomas W. Ladd
Gary L. Ronning, John E. Turco
(2) To ratify the selection of Singer Lewak Greenbaum & Goldstein, LLP
as the Company's independent auditors for 2004:
/ /FOR / /AGAINST / /ABSTAIN
(3) To approve the shareholder resolution relating to a dividend policy:
/ /FOR / /AGAINST / /ABSTAIN
IF NO VOTING INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION
OF THE NOMINEES FOR DIRECTORS NAMED ABOVE AND THE RATIFICATION OF THE
APPOINTMENT OF THE INDEPENDENT AUDITOR NAMED ABOVE AND AGAINST THE SHAREHOLDER
PROPOSAL RELATING TO A DIVIDEND POLICY. IN THEIR DISCRETION, THE PROXIES ARE
AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING AND AT ANY AND ALL ADJOURNMENTS OF THE MEETING.