SCHEDULE 14A (RULE 14A-l0l) INFORMATION REQUIRED IN PROXY STATEMENT 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 / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) /x/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-ll(c) or Section 240.14a-12 Caspen Oil, 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)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------ / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------ (2) Form, Schedule or Registration Statement No: ------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------ (4)Date Filed: CASPEN OIL, INC. Irongate 3, Suite 201 777 S. Wadsworth Boulevard Lakewood, Colorado 80226 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held April 2, 1998 To the Stockholders of Caspen Oil, Inc.: NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Caspen Oil, Inc. ("Caspen" or the "Company") will be held in the Huntington Room at the Holiday Inn - Lakewood, 7390 W. Hampden Avenue, Lakewood, Colorado 80227 on the 2nd day of April, 1998, at 11:00 a.m. (local time) for the following purposes: 1. To elect two (2) directors to hold office until the expiration of their terms or until their successors have been duly elected and have qualified; and 2. To transact any and all other business that may properly come before the Annual Meeting or any adjournment(s) thereof. The Board of Directors has fixed the close of business on February 17, 1998, as the record date (the "Record Date") for determination of stockholders entitled to receive notice of, and to vote at, such meeting or any adjournment(s) thereof. Only stockholders of record at the close of business on the Record Date are entitled to receive notice of and to vote at the Annual Meeting. The stock transfer books will not be closed. You are cordially invited to attend the meeting; HOWEVER, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED PROMPTLY TO SIGN, DATE AND MAIL THE ENCLOSED FORM OF PROXY SO THAT YOUR SHARES OF STOCK WILL BE REPRESENTED AND VOTED AT THE SPECIAL MEETING. Your proxy will be returned to you if you are present at the meeting and should request its return. By Order of the Board of Directors Kimberley J. Love Secretary February 24, 1998 CASPEN OIL, INC. Irongate 3, Suite 201 777 S. Wadsworth Boulevard Lakewood, Colorado 80226 PROXY STATEMENT For ANNUAL MEETING OF STOCKHOLDERS To Be Held April 2, 1998 SOLICITATION AND REVOCABILITY OF PROXIES The accompanying proxy is solicited by the Board of Directors of Caspen Oil, Inc. ("Caspen" or the "Company"), to be voted at the Annual Meeting of Stockholders of Caspen to be held on April 2, 1998 (the "Annual Meeting"), at the time and place, and for the purposes, set forth in the accompanying Notice of Annual Meeting of Stockholders, and at any adjournment(s) of that meeting. When proxies in the accompanying form are properly executed and received, the shares represented thereby will be voted at the Annual Meeting in accordance with the directions noted thereon; if no directions are indicated, the shares will be voted FOR the election of the directors nominated in this Proxy Statement and in the discretion of the persons appointed as Proxies in the accompanying Form of Proxy with respect to any other matter that is properly brought before the meeting. Each stockholder of Caspen has the unconditional right to revoke the proxy at any time prior to its exercise, either in person at the Annual Meeting or by written notice to Caspen addressed as follows: Secretary, Caspen Oil, Inc., Irongate 3, Suite 201, 777 S. Wadsworth Boulevard, Lakewood, Colorado 80226. No revocation by written notice shall be effective unless such notice has been received by the Secretary of Caspen prior to the day of the Annual Meeting or by the inspector of elections at the Annual Meeting. The principal executive offices of Caspen are located at Irongate 3, Suite 201, 777 Wadsworth Boulevard, Lakewood, Colorado 80226. This Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders are being mailed to Caspen's stockholders on or about February 24, 1998. In addition to the solicitation of proxies by use of this Proxy Statement, directors, officers, and regular employees of Caspen may solicit the return of proxies either by mail, personal interview, telephone, or telegraph. Officers and employees of Caspen will not be compensated additionally for their solicitation efforts, but they will be reimbursed for any out-of-pocket expenses incurred. Brokerage houses and other custodians, nominees, and fiduciaries will be requested, in connection with the stock registered in their names, to forward solicitation materials to the beneficial owners of such stock. All costs of preparing, printing, assembling, and mailing the Notice of Annual Meeting of Stockholders, this Proxy Statement, the enclosed Form of Proxy, and any additional materials, as well as the cost of forwarding solicitation materials to the beneficial owners of stock and all other costs of solicitation, will be borne by Caspen. PURPOSES OF THE MEETING At the Annual Meeting, Caspen's stockholders will be asked to consider and act upon the following matters: 1. To elect two (2) directors to hold office until the expiration of their terms or until their successors have been duly elected and have qualified; and 2. To transact any and all other business that may properly come before the Annual Meeting or any adjournment(s) thereof. QUORUM AND VOTING The identity of stockholders entitled to receive notice of and to vote at the Annual Meeting, and the number of votes allocated to each stockholder, was determined as of the close of business on February 17, 1998 (the "Record Date"). On the Record Date, the Company had issued and outstanding 21,073,306 shares of common stock, par value $.01 per share (the "Common Shares"), 599,500 shares of its $1.80 Cumulative Convertible Preferred Stock, par value $1.00 per share (the "Series A Shares"), 300,000 shares of its Series C Preferred Stock, par value $1.00 per share (the "Series C Shares") and 125,000 shares of its Series E Preferred Stock, par value $1.00 per share (the "Series E Shares"). Each stockholder of record of the Common Shares, Series A Shares, Series C Shares and Series E Shares will be entitled to one vote per share on each matter that is called to vote at the Annual Meeting. All shares will vote as a single class on each matter called to a vote. The Articles of Incorporation of the Company do not provide for cumulative voting rights. The presence, in person or by proxy, of holders of the majority of the issued and outstanding shares of the Common Shares, the Series A Shares, the Series C Shares and the Series E Shares is necessary to constitute a quorum at the Annual Meeting. Proxies that are returned but are marked to abstain from voting on any matter will be counted as present for purposes of determining a quorum. Assuming the presence of a quorum, the affirmative vote of the holders of a majority of the Common Shares, the Series A Shares, the Series C Shares and the Series E Shares represented at the Annual Meeting (and voting as a single class) is required for the election of the director nominees. Abstentions and proxies directing that the shares are not to be voted will not be counted as a vote in favor of a matter called for a vote. PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT The following table provides information regarding the beneficial ownership of the Common Shares, the Series A Shares, the Series C Shares and the Series E Shares as of the Record Date by (i) each person known to Caspen to be the beneficial owner of more than 5% of any class of the voting securities of Caspen; (ii) each director and nominee for director of Caspen; (iii) each executive officer named in the Summary Compensation Table presented below under the heading "Executive Compensation"; and (iv) all directors, the nominees for directors and all executive officers of Caspen as a group. Amount Percent Percent Beneficial Owner Title of Class Beneficially of of All -------------- Owned* Class Classes ____________ _______ _______ Stonehill Partners, L.P. . . . Series A Shares 74,400<F1> 12.4% ** 110 East 59th St. New York, NY 10022 Bradley Resources Co. . . . . . Series A Shares 38,600<F2> 6.4% ** 3581 SW Corporate Parkway P.O. Box 1938 Palm City, Florida 34990-6938 Churchill U.S.A., Inc. . . . . . Series C Shares 300,000 100.0% 1.4% Irongate 3, Suite 200 777 S. Wadsworth Boulevard Lakewood, Colorado 80226 Anthony J. Carroll . . . . . . . Common Shares 10,578,609<F3> 48.8% 46.6% Irongate 3, Suite 201 Series A Shares 207,694 34.6% ** 777 S. Wadsworth Boulevard Lakewood, Colorado 80226 FAI Insurance Group. . . . . . . Series E Shares 125,000 100.0% ** 14th Floor 77 Pacific Highway N. Sydney, Australia NSW 2060 John J. Crawford . . . . . . . . Common Shares 380,000<F4> 1.8% 1.7% Gary N. Davis . . . . . . . . . Common Shares 1,040,000<F5> 4.7% 4.5% Kimberley J. Love . . . . . . . Common Shares 350,000<F4> 1.6% 1.5% Directors and Officers as a Group (4 Persons) . . . . . Common Shares 12,348,609<F6> 52.7% 50.5% Series A Shares 207,694 34.6% ** _________________________ * Unless otherwise indicated in the footnotes below, each person has sole voting and dispositive power over the shares indicated. ** Represents less than one percent. [FN] <F1> The Schedule 13D, dated July 11, 1997 and filed with the Company by Stonehill Partners, L.P., indicated that Stonehill Partners, L.P., has sole voting and dispositive power with respect to such shares. <F2> The Schedule 13D, dated January 30, 1990, and filed with the Company by Bradley Resources Company, indicated that Bradley Resources Company is a New York general partnership of which George W. Holbrook, Jr. and James R. McGoogan are the general partners and share the voting and dispositive power with respect to such shares. <F3> Includes 600,000 Common Shares issuable pursuant to the exercise of stock options of which 300,000 are exercisable within 60 days of the Record Date. <F4> Includes 350,000 Common Shares issuable pursuant to the exercise of stock options of which 175,000 are exercisable within 60 days of the Record Date. <F5> Includes 1,040,000 Common Shares issuable pursuant to the exercise of stock options of which 740,000 are exercisable within 60 days of the Record Date. <F6> Includes 2,340,000 Common Shares issuable pursuant to the exercise of stock options of which 1,215,000 are exercisable within 60 days of the Record Date. See footnotes (3), (4), and (5) above. DIRECTORS AND EXECUTIVE OFFICERS The Articles of Incorporation of Caspen provide for a Board consisting of not fewer than three (3) and not more than fifteen (15) members. The number of directors may be determined by resolution of the Board at any meeting; presently, the Board has set the number of directors at four (4). In addition, the Bylaws of Caspen provide for division of the Board into four (4) classes and require that the number of directors within each distinct class must be as close to equal as possible. At the present time, the Board is comprised of four classes of directors with one director in each of the four classes. The term of office for one class of directors expires each year. The term of the second class of directors expires in 1998. The term of the first class of directors expired in 1997, but Caspen did not hold an annual meeting in 1997. Therefore, nominees for both classes have been submitted for election at the Annual Meeting. Unless otherwise directed in the enclosed Form of Proxy, the persons appointed in the Form of Proxy intend to nominate and vote the shares represented by such Proxy FOR the election of the following nominees for the office of director of Caspen, Mr. Carroll to serve as a director of the first class for three (3) years or until his successor shall have been duly elected and qualified and Mr. Davis to serve as a director of the second class for four (4) years or until his successor shall have been duly elected and qualified: Present Served as Year Term Position Director as Director Nominee Age with Caspen Since to Expire ------- --- ----------- ----- ----------- Anthony J. Carroll . . 61 Chairman of the Board, 1990 2000 President and Chief Executive Officer Gary N. Davis. . . . . 45 Chief Financial Officer 1990 2001 and Director Although management does not contemplate that the above-named nominees will refuse or be unable to accept or serve as a director of Caspen, the persons appointed in the enclosed Form of Proxy intend, if the nominees become unavailable, to vote the shares represented by the Proxy FOR the election of such other person as may be nominated or designated by the Company's management, unless they are directed by the Form of Proxy to do otherwise. The following information is provided with respect to directors of the classes who will continue to serve as directors of Caspen until the expiration of their terms on the dates indicated: Present Served as Year Term Position Director as Director Director Age with Caspen Since to Expire -------- --- ----------- ----- ----------- Third Class Kimberley J. Love. . . 39 Secretary and Director 1990 1998 Fourth Class John J. Crawford . . . 50 Director 1991 1999 The following is a brief account of the business experience, during the past five years, of each director, each nominee for director and each executive officer of the Company. Each of the persons identified below is a citizen of the United States who has a business address at the Company. Gary N. Davis has been Chief Financial Officer of Caspen since July 1990 and a director of Caspen since June 1990. Kimberley J. Love has been Secretary and a director of Caspen since July 1990. Since May 1989, Mrs. Love has served as President of KTP Energy, Inc. ("KTP"), a subsidiary of CUSA. Mrs. Love has also served as Treasurer of KTP since January 1987. In April 1993, Mrs. Love was elected President of Churchill Energy, Inc., a subsidiary of CUSA. John J. Crawford has been a director of Caspen since January 1991. Since 1993, Mr. Crawford has served as a grant writer and grant administrator for the Denver Public Schools. Since June 1984, Mr. Crawford has been a financial consultant to both public and private companies in the Denver area. Anthony J. Carroll has been Chairman of the Board, President and Chief Executive Officer of Caspen since June 1990. Other than Kimberley J. Love, Secretary of the Company, who is the daughter of Anthony J. Carroll, Chairman of the Board, President and Chief Executive Officer of the Company, no family relationships exist between any of the executive officers and directors of the Company. The Board of Caspen has a standing audit committee on which Kimberley J. Love and John J. Crawford currently sit. The duties of the audit committee include making recommendations to the Board concerning the hiring and dismissal of Caspen's independent auditors; reviewing the completed audit with the independent auditors and in connection with that review, addressing any issues regarding the conduct of the audit, accounting adjustments, recommendations for improving internal controls and any other significant findings during the audit; meeting periodically with management to discuss accounting and financial controls; and initiating and supervising any special investigations deemed necessary. During the 1997 fiscal year, the audit committee held one (1) meeting. The Board of Caspen currently does not have a standing nominating, compensation or similar committee. Pursuant to the Company's Bylaws, notice of a stockholder's intent to make a nomination for the Board must be received by the Secretary of the Company at least ninety (90) days before the annual meeting of stockholders or within seven (7) days following the date on which notice of a special meeting of stockholders is first given to stockholders; in addition, the notice must contain certain specified information. During the 1997 fiscal year, the Board held two (2) meetings. On six (6) other occasions the Board took action by unanimous written consent of its members. Each of the members of the Board participated in at least seventy-five percent (75%) of the aggregate number of meetings (including unanimous consents ) of the Board and all committees of the Board on which the director served during the 1997 fiscal year. EXECUTIVE COMPENSATION Summary Compensation Table The following table provides information for fiscal 1997 concerning the total compensation paid by Caspen and its wholly-owned subsidiary, Summit Overseas Exploration, Inc. ("Summit"), to Anthony J. Carroll as Chairman of the Board, President and Chief Executive Officer of the Company, who is the only executive officer of the Company whose annual compensation exceeded $100,000 in fiscal 1997. Annual Long-Term Compensation Compensation Awards ------------------- ------------------------ Securities Year Restricted Underlying Ended Stock Options/ All Other Name July 31, Salary Bonus Other Awards SARs (#) Compensation --------------- -------- ------ ----- ----- ---------- --------- ------------ Anthony J. Carroll 1997 $144,000<F1> $ - $ - $12,000<F3> 600,000<F4> $4,350<F2> Chairman of the Board, 1996 144,000<F1> $ -- $ -- $ -- -- $9,831<F2> President and Chief, 1995 144,000 $ -- $ -- $ -- -- $6,386<F2> Executive Office ____________________ <FN> <F1> Effective July 31, 1995, Mr. Carroll voluntarily deferred $5,000 per month of his salary. This action does not affect the Company's contractual obligation relative to Mr. Carroll's employment agreement. <F2> Reflects the premiums paid by the Company for life insurance policies with respect to Mr. Carroll, the beneficiary of which is Mr. Carroll's estate. <F3> On November 15, 1996, the Board of Directors authorized the issuance to Mr. Carroll of 3,000,000 shares of the Company's Common Shares at a purchase price of $0.011 per share. The Board of Directors determined that the purchase price was appropriate in light of the $0.015 average between the bid and asked market price effective November 15, 1996, that the shares issued to Mr. Carroll would be "restricted securities" under applicable securities laws and that Mr. Carroll's ownership of the shares will be subject to contractual restrictions. Mr. Carroll paid the purchase price for the shares in the form of a secured promissory note payable to the Company in the amount of $33,000, with interest payable at 7% per annum and interest and principal being due on November 15, 1999. Mr. Carroll will not be permitted to sell or encumber the shares prior to November 15, 1999. If for any reason other than death or disability, Mr. Carroll's employment with the Company is terminated before November 15, 1999, then the shares will be forfeited to the Company, the promissory note delivered in payment of the shares will be canceled and no interest or principal will be payable with respect to the note. <F4> See disclosure following this table. On November 15, 1996, the Board of Directors authorized and granted, pursuant to the 1993 Omnibus Employee Stock Option Plan, the following options of the Company's common stock: Anthony J. Carroll 600,000 shares Gary N. Davis 600,000 shares Kimberley J. Love 350,000 shares John J. Crawford 350,000 shares Each of the above options were, other than those granted to Mr. Carroll, granted at an exercise price of $0.015, which was the average between the bid and the asked price effective November 15, 1996. Because Mr. Carroll is a 10% beneficial shareholder, his exercise price is set at 110% of $0.015. Twenty five percent of these options to each holder vested immediately on November 15, 1996, an additional 25% vested on November 15, 1997, an additional 25% will vest on November 15, 1998 and the remaining 25% will vest on November 15, 1999. Aggregated Options/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values The following table provides information with respect to Anthony J. Carroll concerning options exercised during the fiscal year ended July 31, 1997, and unexercised options held as of July 31, 1997. Value of Number of Unexercised Unexercised In-the-Money Options/SARs at Options/SARs at FY-End (#) FY-End ($) Shares Acquired Name on Value Realized ($) Exercisable/ Exercisable/ ---- Exercise (#) ------------------ Unexercisable Unexercisable ------------ ------------- ------------- Anthony J. Carroll 0 0 300,000/0 0/0 Option/SAR Grants in Last Fiscal Year The following table provides information with respect to options granted to Anthony J. Carroll during the fiscal year ended July 31, 1997. Number of % of Total Potential Realizable Securities Options/SARs Value at Assumed Underlying Granted to Exercise of Annual Rates of Stock Options/SARS Employees in Base price Expiration Price Appreciation for Name Granted (#) Fiscal Year ($/Share) Date Option Term ---- ------------ ------------ ----------- ---------- ---------------------- 5% 10% -------- --------- Anthony J Carroll 600,000 31.6% $0.0165 11/15/06 $13,770 $22,410 Employment Agreements Anthony J. Carroll first entered into an Employment Agreement with the Company in May of 1990. The terms of the current agreement, effective January 1, 1996, are as follows. Annual compensation is $144,000 until May 1, 1999. The officer may, at any time during the term of the agreement, elect to terminate the initial term and begin an extension term for 2 additional years with compensation of $125,000 per year. The officer will continue to receive full benefits which include executive offices, executive assistant and a life insurance policy of at least $1,000,000. If the Company terminates the officer for cause, the Company must pay $375,000 plus full benefits (mentioned above) over the following two years. Effective July 31, 1995, Mr. Carroll voluntarily deferred $5,000 per month of his salary. This action does not affect the Company's contractual obligation relative to Mr. Carroll's employment agreement. Compensation of Directors Outside directors of the Company have historically been paid the sum of $600 cash for their attendance at each meeting of the Board of Caspen. Under the Company's Stock Bonus Plan (the "Bonus Plan"), directors entitled to receive cash compensation for attendance at meetings of the Board may elect to receive instead Common Shares as remuneration. If, as allowed under the terms of the Bonus Plan, a director elects to receive Common Shares in lieu of cash, the recipient director would receive the number of Common Shares having a value equal to the cash fees to which he would otherwise be entitled. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Company uses a service company, Churchill U.S.A., Inc. ("CUSA"), to provide accounting, engineering and legal services, and office space under a contract which expired July 31, 1997 and is now on a month to month basis. Service fee expense was $238,000 for the year ended July 31, 1997, of which $102,000 remains unpaid. Kimberley J. Love, Secretary and Director of the Company, serves as an executive officer in two subsidiaries of CUSA. See "Directors and Executive Officers." RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS John M. Hanson & Company, P.C. served as the Company's independent public accountants during fiscal 1997 and will continue to serve as the Company's independent public accountants during fiscal 1998. It is expected that representatives of John M. Hanson & Company, P.C. will be present at the Annual Meeting, that such representatives will have a chance to make a statement if they so desire and that such representatives will be available to respond to appropriate questions. OTHER BUSINESS Management knows of no business other than that previously disclosed that will be brought before the meeting. If, however, any other matters are properly presented, it is the intention of the persons named in the accompanying Form of Proxy (if authorized to do so by the Proxy) to vote the shares as they deem advisable. PROPOSALS OF STOCKHOLDERS All proposals by stockholders intended to be present at the next Annual Meeting of Stockholders of Caspen must be received by Caspen at its principal executive offices on or before November 9, 1998 for inclusion in Caspen's proxy statement relating to that meeting. ANNUAL REPORT The Company's Annual Report on Form 10-KSB for the year ended July 31, 1997 is being mailed to stockholders with this Proxy Statement as the Annual Report to Stockholders. The Annual Report is not to be regarded as proxy soliciting material. By Order of the Board of Directors Kimberley J. Love, Secretary February 24, 1998 Lakewood, Colorado Common Shares CASPEN OIL, INC. Irongate 3, Suite 201 777 S. Wadsworth Boulevard Lakewood, Colorado 80226 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned hereby appoints Anthony J. Carroll, Gary N. Davis and W. Alan Kailer, and each of them, as proxies, with the power to appoint his substitute, and hereby authorizes each of them to represent and vote, as designated below, all of the Common Shares, par value $.01 per share, of Caspen Oil, Inc. (the "Company") held of record by the undersigned at the close of business on February 17, 1998 (the "Record Date"), at the Annual Meeting of Stockholders to be held on April 2, 1998, or any adjournment(s) thereof. 1. PROPOSAL TO ELECT AS DIRECTORS OF THE COMPANY THE FOLLOWING PERSONS, TO HOLD OFFICE UNTIL THE EXPIRATION OF HIS TERM (AS SET FORTH OPPOSITE HIS NAME), OR UNTIL HIS SUCCESSOR HAS BEEN DULY ELECTED AND HAS QUALIFIED. [ ] FOR the nominees listed below. [ ] WITHHOLD AUTHORITY to vote for nominees listed below. Nominee and Year Term to Expire Anthony J. Carroll 2000 Gary N. Davis 2001 FOR AGAINST ABSTAIN 2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. [ ] [ ] [ ] (please sign on other side) (continued from front) This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES IDENTIFIED IN PROPOSAL 1 AND AT THE DISCRETION OF THE PROXIES WITH RESPECT TO ANY OTHER MATTER THAT IS PROPERLY BROUGHT BEFORE THE MEETING. Dated: ______________________, 1998 ____________________________________ Signature ____________________________________ Signature if Held Jointly Please execute this Proxy as your name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the president or other authorized officer. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. Series A Preferred Shares CASPEN OIL, INC. Irongate 3, Suite 201 777 S. Wadsworth Boulevard Lakewood, Colorado 80226 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned hereby appoints Anthony J. Carroll, Gary N. Davis and W. Alan Kailer, and each of them, as proxies, with the power to appoint his substitute, and hereby authorizes each of them to represent and vote, as designated below, all of the Series A Preferred Shares, par value $1.00 per share, of Caspen Oil, Inc. (the "Company") held of record by the undersigned at the close of business on February 17, 1998 (the "Record Date"), at the Annual Meeting of Stockholders to be held on April 2, 1998, or any adjournment(s) thereof. 1. PROPOSAL TO ELECT AS DIRECTORS OF THE COMPANY THE FOLLOWING PERSONS, TO HOLD OFFICE UNTIL THE EXPIRATION OF HIS TERM (AS SET FORTH OPPOSITE HIS NAME), OR UNTIL HIS SUCCESSOR HAS BEEN DULY ELECTED AND HAS QUALIFIED. [ ] FOR the nominees listed below. [ ] WITHHOLD AUTHORITY to vote for nominees listed below. Nominee and Year Term to Expire Anthony J. Carroll 2000 Gary N. Davis 2001 FOR AGAINST ABSTAIN 2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. [ ] [ ] [ ] (please sign on other side) (continued from front) This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES IDENTIFIED IN PROPOSAL 1 AND AT THE DISCRETION OF THE PROXIES WITH RESPECT TO ANY OTHER MATTER THAT IS PROPERLY BROUGHT BEFORE THE MEETING. Dated: ______________________, 1998 ____________________________________ Signature ____________________________________ Signature if Held Jointly Please execute this Proxy as your name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the president or other authorized officer. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. Series C Preferred Shares CASPEN OIL, INC. Irongate 3, Suite 201 777 S. Wadsworth Boulevard Lakewood, Colorado 80226 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned hereby appoints Anthony J. Carroll, Gary N. Davis and W. Alan Kailer, and each of them, as proxies, with the power to appoint his substitute, and hereby authorizes each of them to represent and vote, as designated below, all of the Series C Preferred Shares, par value $1.00 per share, of Caspen Oil, Inc. (the "Company") held of record by the undersigned at the close of business on February 17, 1998 (the "Record Date"), at the Annual Meeting of Stockholders to be held on April 2, 1998, or any adjournment(s) thereof. 1. PROPOSAL TO ELECT AS DIRECTORS OF THE COMPANY THE FOLLOWING PERSONS, TO HOLD OFFICE UNTIL THE EXPIRATION OF HIS TERM (AS SET FORTH OPPOSITE HIS NAME), OR UNTIL HIS SUCCESSOR HAS BEEN DULY ELECTED AND HAS QUALIFIED. FOR the nominees listed below. WITHHOLD AUTHORITY to vote for nominees listed below. Nominee and Year Term to Expire Anthony J. Carroll 2000 Gary N. Davis 2001 FOR AGAINST ABSTAIN 2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. [ ] [ ] [ ] (please sign on other side) (continued from front) This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES IDENTIFIED IN PROPOSAL 1 AND AT THE DISCRETION OF THE PROXIES WITH RESPECT TO ANY OTHER MATTER THAT IS PROPERLY BROUGHT BEFORE THE MEETING. Dated: ______________________, 1998 ____________________________________ Signature ____________________________________ Signature if Held Jointly Please execute this Proxy as your name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the president or other authorized officer. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. Series E Preferred Shares CASPEN OIL, INC. Irongate 3, Suite 201 777 S. Wadsworth Boulevard Lakewood, Colorado 80226 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned hereby appoints Anthony J. Carroll, Gary N. Davis and W. Alan Kailer, and each of them, as proxies, with the power to appoint his substitute, and hereby authorizes each of them to represent and vote, as designated below, all of the Series E Preferred Shares, par value $1.00 per share, of Caspen Oil, Inc. (the "Company") held of record by the undersigned at the close of business on February 17, 1998 (the "Record Date"), at the Annual Meeting of Stockholders to be held on April 2, 1998, or any adjournment(s) thereof. 1. PROPOSAL TO ELECT AS DIRECTORS OF THE COMPANY THE FOLLOWING PERSONS, TO HOLD OFFICE UNTIL THE EXPIRATION OF HIS TERM (AS SET FORTH OPPOSITE HIS NAME), OR UNTIL HIS SUCCESSOR HAS BEEN DULY ELECTED AND HAS QUALIFIED. [ ] FOR the nominees listed below. [ ] WITHHOLD AUTHORITY to vote for nominees listed below. Nominee and Year Term to Expire Anthony J. Carroll 2000 Gary N. Davis 2001 FOR AGAINST ABSTAIN 2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. [ ] [ ] [ ] (please sign on other side) (continued from front) This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES IDENTIFIED IN PROPOSAL 1 AND AT THE DISCRETION OF THE PROXIES WITH RESPECT TO ANY OTHER MATTER THAT IS PROPERLY BROUGHT BEFORE THE MEETING. Dated: ______________________, 1998 ____________________________________ Signature ____________________________________ Signature if Held Jointly Please execute this Proxy as your name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the president or other authorized officer. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.