SNYDER OIL CORPORATION
Notice of Annual Meeting of Stockholders
and Proxy Statement
April 14, 1995
IMPORTANT: IF YOU ARE UNABLE TO ATTEND THE MEETING IN PERSON, THE
ACCOMPANYING FORM OF PROXY SHOULD BE COMPLETED, SIGNED AND RETURNED
AT YOUR EARLIEST CONVENIENCE IN THE ENVELOPE PROVIDED FOR THAT
PURPOSE.
Snyder Oil Corporation
April 14, 1995
Dear Stockholder:
On behalf of the Board of Directors, it is our pleasure to
invite you to attend your 1995 Annual Meeting of Stockholders,
which will be held in Fort Worth, Texas, on Wednesday, May 17, 1995
at 9:00 a.m. Central Standard Time.
Details of the meeting are given in the enclosed Notice of the
Annual Meeting and Proxy Statement. During the meeting, we plan to
review the business and affairs of the Company and our plans for
the coming year.
Your representation and vote are important. We urge you to
vote your shares whether or not you plan to come to the Annual
Meeting. Please consider, complete, date, sign and return the
enclosed proxy card promptly to eliminate a costly follow-up
mailing. You may revoke your proxy prior to or at the meeting and
still vote in person if you so desire.
Sincerely,
/s/ John C. Snyder /s/ Thomas J. Edelman
------------- ------------------
John C. Snyder Thomas J. Edelman
Chairman President
777 Main Street Fort Worth, Texas 76102 817/338-4043
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To be Held on May 17, 1995
To the Stockholders of Snyder Oil Corporation:
The Annual Meeting of Stockholders of Snyder Oil Corporation
(the "Company") will be held at the Petroleum Club, 39th floor of
the Continental Plaza building, 777 Main Street, Fort Worth, Texas,
on Wednesday, May 17, 1995, at 9:00 a.m. local time. The list of
stockholders entitled to vote at the meeting will be open to the
examination of any stockholder during ordinary business hours for a
period of ten days prior to the Annual Meeting at the Company's
headquarters, 777 Main Street, Fort Worth, Texas. Such list will
also be produced at the time and place of the meeting and be kept
open during the meeting for the inspection by any stockholder who
may be present. The purposes for which the meeting is to be held
are as follows:
1. To elect a board of nine directors to serve for the
ensuing year.
2. To transact any other business which properly may be
brought before the Annual Meeting or any adjournment(s)
thereof.
Subject to the provisions of the By-laws of the Company,
registered stockholders as of March 31, 1995 (i) who are
individuals may attend and vote at the Annual Meeting in person or
by proxy or (ii) which are corporations may attend and vote at the
Annual Meeting by proxy or by a duly authorized representative.
Whether or not you plan to attend the Annual Meeting, please
date and sign the enclosed proxy and return it in the envelope
provided. Any person giving a proxy has the power to revoke it at
any time prior to its exercise and, if present at the Annual
Meeting, may withdraw it and vote in person. Attendance at the
Annual Meeting is limited to stockholders, their proxies and
invited guests of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Peter E. Lorenzen
--------------------
Peter E. Lorenzen
Secretary
April 14, 1995
Fort Worth, Texas
SNYDER OIL CORPORATION
777 Main Street
Suite 2500
Fort Worth, Texas 76102
----------
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 17, 1995
----------
Introduction
The Board of Directors of Snyder Oil Corporation (the
"Company") is soliciting proxies to be voted at the Annual Meeting
of Stockholders to be held in Fort Worth, Texas on May 17, 1995 at
9:00 a.m., and at any adjournment thereof, for the purposes set
forth in the accompanying Notice of Annual Meeting of Stockholders.
This Proxy Statement and the enclosed proxy are first being mailed
to stockholders on or about April 14, 1995 in connection with this
solicitation.
Voting of Proxies
This proxy solicitation is intended to afford stockholders the
opportunity to vote on the election of directors and in respect of
such other matters, if any, as may be properly brought before the
Annual Meeting. The proxy permits stockholders to withhold voting
for any or all nominees for election as directors and to vote
against or abstain from voting on any other matter if the
stockholder so chooses.
At the close of business on March 31, 1995, the record date
for determining stockholders entitled to notice of and to vote at
the Annual Meeting, the Company had outstanding 30,124,639 common
stock, $.01 par value (the "Common Stock"). Each such share of
Common Stock is entitled to one vote at the Annual Meeting. A
majority of such outstanding shares of Common Stock is necessary to
provide a quorum at the Annual Meeting.
Any proxy given may be revoked either by a written notice duly
signed and delivered to the Secretary of the Company prior to the
exercise of the proxy, by execution of a subsequent proxy or by
voting in person at the Annual Meeting. Where a stockholder's
proxy specifies a choice with respect to a voting matter, the
shares will be voted accordingly. If no such specification is
made, the shares will be voted for the nominees for director
identified herein.
Election of Directors
The By-laws of the Company (the "By-laws") and Delaware Law
provide that the directors be elected annually by a plurality of
the votes of the Common Stock present in person or represented by
proxy at the Annual Meeting and entitled to vote on the election of
Directors. A stockholder's abstention from voting will be counted
in determining whether such a plurality vote was cast only if such
stockholder is represented in person or by proxy at the Annual
Meeting. Abstentions by or on behalf of shareholders not so
represented and broker non-votes will be disregarded. The Board of
Directors has, by resolution, fixed the number of directors at
nine. Each nominee is presently serving as a director and has
served as a director of the Company or its predecessor for the
period indicated in his biography. The term of each director
presently serving will terminate at the Annual Meeting when the
respective successor of each is elected and qualified. Each
nominee has consented to being named in this Proxy Statement and to
serve if elected. If any nominee should for any reason become
unavailable for election, proxies may be voted with discretionary
authority by the persons named therein for any substitute
designated by the Board.
The Board of Directors recommends that the stockholders vote
FOR the nominees listed below.
Nominees for Election at Annual Meeting:
Roger W. Brittain (58), director since 1983, is a director of
Guiness Mahon & Co. Limited ("GM&Co."), a London merchant bank.
In March 1990, he became the Managing Director of Guinness Mahon
Energy Services Limited, a subsidiary of GM&Co. formed to provide
investment banking and consultant services to the oil and gas
industry. Mr. Brittain was a founder and the Managing Director of
Energy Management and Finance Limited ("EMF"), a position he held
from 1985 to September 1989. EMF managed TR Energy Public Limited
Company ("TR Energy"), an investment company making oil and gas
investments in the United States. From 1980 through October 1989,
Mr. Brittain was first Managing Director and from mid-1987 an
Executive Director of TR Energy, an investment company making oil
and gas investments in the United States. From 1977 to 1980, Mr.
Brittain was a director of Shaw Wallace & Co. Ltd., Calcutta,
India. From 1967 to 1977, he was associated with Hill Samuel & Co.
Ltd., William Brandts & Sons Ltd. and Edward Bates and Sons Ltd.,
merchant banks in London. Prior to that time, Mr. Brittain was
with Her Majesty's Foreign Service. Mr. Brittain was educated at
Marlborough College and received his M.A. Degree from Balliol
College, Oxford. Mr. Brittain serves as Chairman of the Audit
Committee and is a member of the Compensation Committee.
Thomas J. Edelman (44), director and President, co-founded the
Company. Prior to 1981, he was a Vice President of The First
Boston Corporation. From 1975 through 1980, Mr. Edelman was with
Lehman Brothers Kuhn Loeb Incorporated. Mr. Edelman received his
Bachelor of Arts Degree from Princeton University and his Masters
Degree in Finance from the Harvard University Graduate School of
Business Administration. Mr. Edelman is a director of Command
Petroleum Limited, an Australian affiliate of the Company. In
addition, Mr. Edelman serves as chairman of Lomak Petroleum, Inc.,
and as a director of Petroleum Heat & Power Co., Inc., a
Connecticut based fuel oil distributor, Amerac Energy Corporation,
Enterra Corporation, an oilfield services company, and Star Gas
Corporation. Mr. Edelman serves as Chairman of the Executive
Committee.
John A. Fanning (55), director and Executive Vice President,
joined the Company in 1987 and has been a director since 1982.
Between 1985 and 1987, Mr. Fanning was a private investor. He was
a director, President and Chief Executive Officer of The Western
Company of North America, which provides drilling and technical
services to the oil industry, until 1985. Mr. Fanning joined The
Western Company in 1968 and served in various capacities including
President of Western Petroleum Services and Executive Vice
President. From 1965 through 1968, he was with The Cabot
Corporation. Mr. Fanning received his Bachelor of Science Degree in
Physics from Holy Cross College and his Masters Degree in
Industrial Management from Massachusetts Institute of Technology.
Mr. Fanning is a director of TNP Enterprises Inc, a public utility
holding company.
John A. Hill (53), director since 1981, is a Managing Director
of First Reserve Corporation, an oil and gas investment management
company. Prior to joining First Reserve, Mr. Hill was President,
Chief Executive Officer and Director of Marsh & McLennan Asset
Management Company, the money management subsidiary of Marsh &
McLennan Companies, Inc. From 1979 to 1980, Mr. Hill served as
President and Chief Executive Officer of Eberstadt Asset Management
Company, the asset management division of F. Eberstadt & Co., Inc.
Prior to 1976, Mr. Hill held several senior positions in the
Federal Government including Deputy Administrator of the Federal
Energy Administration from 1975 to 1976 and Deputy Associate
Director of the Office of Management and Budget from 1973 to 1974.
Mr. Hill received his Bachelors Degree in Economics from Southern
Methodist University and pursued graduate studies there as a
Woodrow Wilson Fellow. Mr. Hill is a trustee of the Putnam Funds
in Boston and a director of Maverick Tube Corporation, a supplier
of tubular goods, and Enterra Corporation, an oilfield services
company. Mr. Hill serves as Chairman of the Governance Committee
and as a member of the Audit and Executive Committees.
B.J. Kellenberger (69), director since 1989, is the founder
and owner of Kelloil, Inc. and President and majority owner of
Shenandoah Oil, Inc. Each of these companies is engaged in
exploration and production of oil and natural gas and secondary
recovery of oil. In 1965, he founded Shenandoah Oil Corporation
and served as President, Chief Executive Officer and Chairman of
the Board until its voluntary liquidation in 1979. Mr.
Kellenberger is a director of The Jefferson Energy Foundation and a
trustee of the Cassata Learning Center. Mr. Kellenberger serves on
the Audit and Executive Committees.
William J. Johnson (60), director since 1994, is a private
consultant for the oil and gas industry and is President and a
director of JonLoc Inc., an oil and gas company of which he and his
family are the sole shareholders. From 1991 to 1994, Mr. Johnson
was President, Chief Operating Officer and a director of Apache
Corporation. Previously, he was a director, President and Chief
Executive Officer of Tex/Con Oil and Gas, where he served from 1989
to 1991. Prior thereto, Mr. Johnson served in various capacities
with major oil companies, including director and President USA of
BP Exploration Company, President of Standard Oil Production
Company and Senior Vice President of The Standard Oil Company. Mr.
Johnson received a Bachelor of Science degree in Petroleum Geology
from Mississippi State University and completed the Advanced
Management Course at the University of Houston. Mr. Johnson serves
as a director of Western Company of North America, an oilfield
service company, Camco International, an oilfield manufacturing
company, and GX Technology, a geophysical software development
company. Mr. Johnson also serves on the advisory board of Texas
Commerce Bank, Houston. Mr. Johnson serves on the Audit and
Governance Committees.
James E. McCormick (67), director since 1992, served as
President, Chief Operating Officer and a director of Oryx Energy
Company from its inception in November 1988 until his retirement in
March 1992. Prior to his service with Oryx, Mr. McCormick served
from 1953 in a number of positions with the Sun organization, most
recently serving as President, Chief Executive Officer and a
director of Sun Exploration and Production Company. Mr. McCormick
serves as a director of Lone Star Technologies, B. J. Services,
Inc., an oilfield service company, Texas Commerce Bank. and
Petrolite corporation. Mr. McCormick serves on the Compensation
and Governance Committees.
Alfred M. Micallef (52), director since 1989, was elected
President of JMK International, Inc. in 1974 and is currently its
sole shareholder and Chief Executive Officer. JMK International is
one of the world's largest producers of silicone rubber. Mr.
Micallef serves as Chairman of the Compensation Committee.
John C. Snyder (53), a director and Chairman, founded one of
the Company's predecessors in 1978. From 1973 to 1977, Mr. Snyder
was an independent oil operator in Texas and Oklahoma. Previously,
he was a director and the Executive Vice President of May Petroleum
Inc. where he served from 1971 to 1973. Mr. Snyder was the first
president of Canadian-American Resources Fund, Inc., which he
founded in 1969. From 1964 to 1966, Mr. Snyder was employed by
Humble Oil and Refining Company (currently Exxon Co., USA) as a
petroleum engineer. Mr. Snyder received his Bachelor of Science
Degree in Petroleum Engineering from the University of Oklahoma and
his Masters Degree in Business Administration from the Harvard
University Graduate School of Business Administration. Mr. Snyder
is a director of the Community Enrichment Center, Inc. Forth Worth,
Texas. Mr. Snyder serves on the Executive Committee.
Board and Committee Meetings; Committees of the Board
The Board held four meetings in 1994. All directors attended
more than 75% of the aggregate number of meetings of the Board of
Directors and committees on which they served.
The Board has established four committees to assist in the
discharge of its responsibilities. The committee membership of
each director is included with his biography.
Executive Committee. The Executive Committee may exercise
many of the powers of the Board in the management of the business
and affairs of the Company in the intervals between meetings of the
Board. Although the Committee has very broad powers, in practice
it meets only when it would be impractical to call a meeting of the
Board. The Executive Committee did not meet during 1994.
Audit Committee. The Audit Committee reviews the professional
services provided by the Company's independent public accountants
and the independence of such accountants from management of the
Company. This Committee also reviews the scope of the audit
coverage, the annual financial statements of the Company and such
other matters with respect to the accounting, auditing and
financial reporting practices and procedures of the Company as it
may find appropriate or as have been brought to its attention. The
Audit Committee met two times during 1994.
Compensation Committee. The Compensation Committee reviews
and approves executive salaries and administers bonus, incentive
compensation and stock option plans of the Company. This Committee
advises and consults with management regarding other benefits and
significant compensation policies and practices of the Company.
This Committee also considers nominations of candidates for
corporate officer positions. The Compensation Committee met two
times during 1994.
Governance Committee. The Governance Committee was
established in December 1994 to make recommendations to the Board
of Directors regarding policies on the composition of the Board and
committees of the Board, criteria for selection of nominees for
election to the Board and committees thereof, the roles and
functions of committees of the Board, nominees for membership on
the Board and removal of members of the Board. The Governance
Committee's first meeting was in February 1995.
Director Compensation
Non-employee directors of the Company receive an annual
retainer, payable quarterly, of 2,000 shares of the Company's
common stock. In addition, non-employee directors receive $2,000
for attendance at each Board of Directors meeting, and $750 for
attendance at each meeting of a committee of the Board of
Directors, in each case excluding telephone meetings. Non-employee
directors are also reimbursed for expenses incurred in attending
Board of Directors and committee meetings, including those for
travel, food and lodging. Directors and members of committees of
the Board of Directors who are employees of the Company or its
affiliates are not compensated for their Board of Directors and
committee activities.
The Directors Stock Plan also provides that the Company will
automatically grant to each non-employee director, on the date of
his appointment, election, reappointment or reelection as a member
of the Board of Directors, a stock option for 2,500 shares of
common stock. The exercise price for all Director Options is the
fair market value on the date of grant. The duration of each option
is five years from the date of award, and each option vests as to
30% of the shares covered after one year, an additional 30% of the
shares after two years, and all remaining shares three years after
the date of grant.
Beneficial Ownership of Securities
The following table provides information as to the beneficial
ownership of common stock of the Company as of March 31, 1995, by
each person who, to the knowledge of the Company, beneficially
owned 5% or more of the common stock, each director of the Company
and by all executive officers and directors of the Company as a
group. No directors or executive officers of the Company
beneficially owns any equity securities of the Company other than
common stock. The business address of each individual listed
below is: c/o Snyder Oil Corporation, 777 Main Street, Fort Worth,
Texas 76102.
Common Stock
----------------------
Number of Percent of
Shares Class
Owner Owned (a)(b) Outstanding
- ------------------ --------------- ------------
John C. Snyder 1,848,783 6.1 %
Thomas J. Edelman 1,504,272 5.0
John A. Fanning 335,880 1.1
Roger W. Brittain 22,988 *
John A. Hill 95,954 *
B.J. Kellenberger 13,500 *
William P. Johnson 1,200 *
James E. McCormick 8,950 *
Alfred M. Micallef 11,750 *
All 20 executive officers
and directors as a group 4,158,335 13.5
Union Pacific Corp. (c) 2,000,000 6.2
FMR Corp. (d) 2,155,691 7.2
Franklin Resources Inc. (e) 1,976,207 6.2
GEM Capital Management, Inc. (f) 1,628,351 5.3
The Equitable Companies Incorporated (g) 3,071,456 9.9
- -----------------------------------------------
* Less than 1%.
(a) The number of shares in the table includes 430,000 shares
that the named executive officers and directors and 653,490
shares that all executive officers and directors as a group
have the right to acquire within 60 days after March 31,
1995 including 134,000 for Mr. Snyder, 125,000 for Mr.
Edelman and 135,000 for Mr. Fanning.
(b) Of the shares shown, beneficial ownership of 300,660 is
disclaimed by Mr. Snyder, 133,808 by Mr. Edelman and 434,468
by all executive officers and directors as a group. To the
knowledge of the Company, each person holds sole investment
and voting power over the shares shown, except Mr. Snyder
shares such powers with respect to 660 shares, Mr. Edelman
shares such powers with respect to 145,308 shares, Mr. Hill
shares investment power with respect to 37,006 shares and
all officers and directors as a group share such powers with
respect to 183,974 shares.
(c) Represents shares that may be purchased by Union Pacific
Resources Company, a subsidiary of Union Pacific Corp., upon
exercise of warrants. Such person's address is Martin Tower,
Eighth and Eaton Avenues, Bethlehem, Pennsylvania 18018.
(d) The number of shares reported is based on information set
forth in Amendment No. 2 to Schedule 13G dated February 13,
1995 filed by FMR Corp. ("Fidelity") and Edward C. Johnson
3d; as reported therein, such shares are owned by investment
companies of which a subsidiary of Fidelity is investment
advisor and institutional accounts for which a subsidiary of
FMR Corp. is investment manager. Such persons have sole
power to dispose or direct the disposition of 2,155,691
shares and sole power to vote or direct the vote of 21,591
shares. The number of shares reported includes 21,591 shares
assumed to be issued upon conversion of convertible notes.
(e) The number of shares reported is based on information set
forth in the Schedule 13G dated February 8, 1995 filed by
Franklin Resources Inc. and Franklin Custodial Funds, Inc.
("Franklin"). The number of shares reported represents
shares assumed to be issued upon conversion of convertible
notes.
(f) The number of shares reported is based on information set
forth in Amendment No. 1 to Schedule 13D dated January 19,
1995 filed by Gem Capital Management, Inc., Oak Tree
Partners, L.P., GEM Convertible Securities Partners, L.P.,
GBU Inc. and Gerald B. Unterman; as reported therein, such
shares are owned by investment companies and accounts for
which GBU Inc. and GEM Capital Management, Inc. are
investment advisors and/or general partners. The number of
shares reported includes 397,508 shares assumed to be issued
upon conversion of preferred stock.
(g) The number of shares reported is based on information set
forth in Amendment No. 1 to Schedule 13G dated February 10,
1995 filed by AXA Assurances I.A.R.D. Mutuelle, AXA
Assurances Vie Mutuelle, Alpha Assurances I.A.R.D. Mutuelle,
Alpha Assurances Vie Mutuelle, Uni Europe Assurance
Mutuelle, AXA and The Equitable Companies Incorporated
("Equitable"); as reported therein, such shares are owned by
subsidiaries of AXA and Equitable and by client
discretionary investment accounts for which a subsidiary of
Equitable are investment manager. Such persons have sole
power to dispose or direct the disposition of 3,071,456
shares and sole power to vote or direct the vote of
2,554,656 shares. The number of shares reported includes
787,196 shares assumed to be issued upon conversion of
preferred stock.
Executive Compensation
Shown below is information concerning the annual and long-
term compensation for services in all capacities to the Company for
the fiscal years ended December 31, 1994, 1993 and 1992 of those
persons who were at December 31, 1993 (i) the chief executive
officer and (ii) the other four most highly compensated executive
officers of the Company (the "Named Officers").
Summary Compensation Table (a)
-------------------------------
Long-Term Compensation
-----------------------
Annual Compensation
-------------------
Stock
Option All
Name and Position Year Salary Bonus (b) Awards (c) Other (d)
- ---------------- --- ------ --------- --------- --------
John C. Snyder 1994 $363,324 $ 0 48,000 $88,912
Chairman and Chief 1993 352,489 230,000 46,000 28,600
Executive Officer 1992 345,000 225,000 46,000 26,522
Thomas J. Edelman 1994 338,320 0 44,000 88,912
President 1993 327,498 230,000 43,000 28,600
1992 320,000 225,000 43,000 26,522
John A. Fanning 1994 257,492 0 83,000 80,249
Executive Vice President 1993 241,244 200,000 81,000 28,600
1992 230,000 180,000 31,000 26,522
Edward T. Story (e) 1994 190,833 60,000 10,000 27,915
Vice President, 1993 180,833 50,000 25,000 8,852
International 1992 175,000 0 0 0
Charles A. Brown 1994 157,833 20,000 12,200 27,248
Vice President, 1993 142,000 100,000 32,000 300,957 (f)
Rocky Mountains 1992 112,000 65,500 9,000 20,275
- --------------------------------
(a) Excludes the cost to the Company of other compensation that,
with respect to any Named Officer, does not exceed the lesser
of $15,000 or 10% of the Named Officer's salary and bonus.
(b) Bonuses are paid in March of each year based on performance
during the preceding year. Bonus amounts are included in the
year preceding the year in which the bonus is paid.
(c) Stock options are generally granted in February of each year
based in part on performance during the preceding year.
Option awards to Mr. Fanning include 50,000 options granted
in each of February 1993 and 1994 that were granted in
respect of his performance during 1992 and 1993,
respectively.
(d) Amounts for 1992 and 1993 represent amounts accrued for the
fiscal year for the Named Officers under the Company's Profit
Sharing and Savings Plan. Amounts for 1994 represent amounts
accrued under the Company's Profit Sharing and Savings Plan
in the amount of $13,912 for each of the Named Officers and
under the Company's Deferred Compensation Plan for Select
Employees as follows: Mr. Snyder, $75,000; Mr. Edelman,
$75,000; Mr. Fanning, $66,337; Mr. Story, $14,003; and Mr.
Brown $13,336.
(e) Mr. Story became an officer of the Company in May 1993. The
amount shown for salary includes Mr. Story's salary as an
officer of SOCO International, Inc. prior to that time.
(f) Includes $285,000 payable in March 1998 if Mr. Brown remains
employed by the Company through that time under Mr. Brown's
long term incentive and retention plan.
Stock Options
The Company's stock option plan, which is administered by the
Compensation Committee, provides for the granting of options to
purchase shares of common stock to key employees of the Company and
its affiliates and certain other persons who are not employees of
the Company or its affiliates, but who from time to time provide
substantial advice or other assistance or services to the Company
or its affiliates. The plan permits options to acquire up to three
million shares of common stock to be outstanding at any one time.
During 1994, options to purchase 492,450 shares of common stock
were granted to 82 employees at an average exercise price of $18.38
per share. The exercise price of all such options was equal to the
fair market value of the common stock on the date of grant. All
options granted during 1994 were for a term of five years, with 30%
of the options becoming exercisable after one year, an additional
30% becoming exercisable after two years and the remaining options
becoming exercisable after the three years.
Shown below is information with respect to (a) options
granted during 1994 to the Named Officers and (b) options to
purchase common stock granted in 1994 and prior years under the
Company's stock option plans to the Named Officers and either
exercised by them during 1994 or held by them at December 31, 1994.
Stock Option Grants
Percentage Potential Realizable Value
of Total at Assumed Annual Rates of
Options Grants in Exercise Expiration Stock Price Appreciation (a)
Name Granted Year Price Date 5% 10%
- -------------- ------ -------- ------ ---------- -------- --------
John C. Snyder 48,000 9.7% $18.125 2/22/99 $240,384 $531,120
Thomas J. Edelman 44,000 8.9% $18.125 2/22/99 $220,352 $486,860
John A. Fanning 83,000 16.9% $18.125 2/22/99 $415,664 $918,395
Edward T. Story 10,000 2.0% $18.125 2/22/99 $ 50,080 $110,650
Charles A. Brown 12,200 2.5% $18.125 2/22/99 $ 61,097 $134,993
- ---------------------
(a) The assumed annual rates of stock price appreciation used in
showing the potential realizable value of stock option grants
are prescribed by rules of the Securities and Exchange
Commission. The actual realized value of the options may be
significantly greater or less than the amounts shown. For
options granted to Mr. Snyder and other officers during
1994, the values shown for 5% and 10% appreciation equate to
a stock price of $23.13 and $29.19, respectively, at the
expiration date of the options.
Stock Option Exercises and Year-End Values
Value of
Number of Unexercised Unexercised In-the-Money
Shares Acquired Value Options at Year-End 1994 Options at Year-End 1994
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------- ---------- ------- ---------- ------------ ---------- --------------
John C. Snyder 112,540 $1,614,386 87,400 98,600 $679,075 $223,675
Thomas J. Edelman 105,920 1,492,942 81,700 91,300 634,787 209,087
John A. Fanning 33,100 474,820 73,900 152,100 485,762 216,363
Edward T. Story 0 0 7,500 27,500 0 0
Charles A. Brown 14,620 183,515 9,900 44,200 62,662 60,200
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors has
furnished the following report on executive compensation:
The Compensation Committee of the Board of Directors
establishes the general compensation policies of the Company,
establishes the compensation plans and compensation levels for
officers and certain other key employees and administers the
Company's stock option plan and deferred compensation plan. In
establishing compensation levels, the Committee establishes the
specific compensation of Messrs. Snyder, Edelman and Fanning. The
Committee establishes salary and bonus ranges for other officers
and key employees, and generally approves specific amounts within
those ranges on the recommendation of management.
In establishing compensation policies, the Committee believes
that the cash compensation of executive officers, as well as other
key employees, should be competitive with other companies while,
within the Company, being fair and discriminating on the basis of
personal performance. Annual awards of stock options are intended
both to retain executives and to motivate them to improve long-term
stock market performance.
In establishing total cash compensation (base salary plus
"expected bonus") for its executives, the Company targets the
median cash compensation for competitors of executives having
similar responsibilities. Adjustments, in large part subjective,
are made to account for cases in which the responsibilities of
Company executives differ from the responsibilities of executives
of the companies surveyed. Base salaries have historically been
set below the median, so that bonuses, which, except for the most
senior officers, are primarily determined by individual
performance, will constitute a larger portion of cash compensation.
The Committee is advised annually by independent consultants as to
compensation levels of competitors, based on detailed data relating
to approximately 30 companies believed to be comparable to the
Company as well as the results of more general surveys. In
reviewing 1995 compensation levels, the Committee also reviewed the
results of a survey by the Chairman of the Committee of
compensation of senior executives of additional companies believed
comparable to the Company. Guided by these surveys, compensation
ranges are established, and individual executive compensation
within these ranges is determined based upon the individual's
responsibilities and performance.
The base salary of Mr. Snyder was increased by $10,000, or
approximately 2.8%, effective March 1, 1994. The amount of this
increase was not based on any particular measure of performance.
Unless the Company's performance or outlook indicates a lesser
amount is appropriate, officers' base salaries are increased
annually in an aggregate amount that approximates the cost-of-
living and are allocated to individual officers on the basis of
merit, with Mr. Snyder generally receiving an increase that is not
more than the average officer increase. In February 1995, the
Committee determined that in view of 1994 corporate performance and
the outlook for 1995, base compensation levels for the Company,
including the levels for all officers, would not be increased
during 1995, subject to later review in light of expected gas
prices and Company performance at that time.
Mr. Snyder's bonus is based primarily on Company performance.
The Committee has not established any particular formula or singled
out particular factors as more important than others. For 1994 the
Committee determined, consistent with management's recommendation,
not to award bonuses to Mr. Snyder, Mr. Edelman or Mr. Fanning.
This determination was based solely on Company's below-expectation
performance during 1994. Bonuses for other officers and key
employees are influenced by Company performance, but are determined
primarily based on senior management's assessment of performance of
the executive's duties and success in attaining specific
performance goals which are directed toward improving Business Unit
and Company performance. Cash bonuses for 1994 for other officers
and key employees, even those officers demonstrating outstanding
performance during 1994, were substantially below prior year
levels. In 1995, the Committee awarded approximately 85,000 stock
options, in addition to the options described below, to officers
and key employees whose 1994 performance would normally have
justified cash bonuses significantly in excess of the cash bonuses
awarded.
Stock options are granted annually to Mr. Snyder and other
executives and key employees to retain and motivate the grantees
and to improve long-term stock market performance. Options are
granted only at the prevailing market price and will have value
only if the price of the Company's common stock increases.
Generally, options have a term of five years and vest 30% after one
year, an additional 30% after two years and are fully vested after
three years; an employee must be employed by the Company at the
time of vesting in order to exercise the options.
The Committee generally determines the number of options
granted to Mr. Snyder and to other executives and key employees
based on a formula under which the number of options granted is
equal to a percentage, which varies with the degree to which an
individual's responsibilities might affect the long-term price of
the Company's stock, of the individual's base salary. The
Committee occasionally grants additional options when the Committee
believes additional incentives are appropriate. In February 1994,
the Committee awarded 83,000 options to Mr. Fanning, of which
50,000 constituted a reward for his outstanding efforts and success
during 1993 in the ongoing restructuring of the Company's
organization and reducing costs, at both management and field
levels and as an incentive to continue and expand that work.
Effective June 1, 1994, the Committee approved a Deferred
Compensation Plan for Select Employees as a means to provide
additional incentives for key employees to remain in the employ of
the Company. Under the Plan, key employees selected by the
Committee are permitted the defer a portion of their compensation
for periods determined by them or until their employment by the
Company ceases. The Committee also determines annually the
matching contribution to be made by the Company and may, in
addition, authorize additional Company contributions to be made on
behalf of designated individuals. Company matching contributions
vest over three years, and additional Company contributions vest
over the period determined by the Committee. The Committee
designated 22 key employees, including all executive officers, as
eligible to participate during 1994 and determined that Company
contributions would equal one-third of each participant's
contribution, up to a maximum Company contribution of $25,000 for
any participant. During 1994 the Committee also authorized
additional Company contributions, which will vest over three years,
of $50,000 on behalf of each of Messrs. Snyder, Edelman and
Fanning. The Committee determined that no additional grants would
be made to such officers during 1995.
COMPENSATION COMMITTEE
Alfred M. Micallef, Chairman
Roger W. Brittain
James E. McCormick
Shareholder Return Performance Presentation
The Company's common stock began trading publicly on March
26, 1990. Set forth below is a line graph comparing the percentage
change in the cumulative total shareholder return on the Company's
common stock against the total return of the Dow Jones Equity
Market Index and the Dow Jones Secondary Oils Index for the period
from March 31, 1990 to December 31, 1990 and the calendar years
1991 through 1994. The graph assumes that the value of the
investment in the Company's common stock and each index was $100 on
March 31, 1990 and that all dividends were reinvested.
Line graph showing the Company, Dow Jones Equity Market Index, and
Dow Jones Secondary Oils Index for March 30, 1990 and December 31,
1990-1994, including the following data points (rounded to the
nearest whole dollar):
03/30/90 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
Company $100 $64 $ 75 $124 $223 $189
DJ Equity 100 99 128 143 157 158
DJ Secondary
Oils 100 85 81 84 94 91
Employment Agreements and Change in Control Arrangements
The Board of Directors has adopted a change in control
protection plan under which the Company is authorized to enter into
agreements with senior level employees (other than Messrs. Snyder
and Edelman) providing for twelve months' continuation of salary
and benefits if, within six months following a change of control of
the Company, such employee terminates his employment with the
Company for good reason, as defined, or is terminated by the
Company other than for cause, as defined. Such agreements also
provide that the Company will take such action as will be necessary
to cause all stock options granted to the employee to become
immediately exercisable. The Company has entered into such
agreements with each of its officers other than Messrs. Snyder and
Edelman. Under the plan, all employees of the Company not party to
such agreements (other than Messrs. Snyder and Edelman) who have
completed one year of service with the Company would be entitled to
continuation of salary and benefits for a period of three months
after termination in similar circumstances. Other than the
foregoing, the Company has not entered into any employment
contracts with any of its officers.
Certain Transactions and Relationships
In January 1995, the Company's Mongolian affiliate and
Territorial Resources, Inc. ("TRI") applied jointly for a
production sharing contract covering a block in Mongolia that
adjoins a block in which the Mongolian affiliate already has an
interest. TRI is a small publicly traded oil and gas company of
which Edward T. Story, Vice President -- International of the
Company, is a director and 17% owner. If the contract is awarded,
the Company's affiliate will own 80% of the block and TRI will own
15%. TRI has granted the Company's affiliate a right of first
refusal on any transfer by TRI of an interest in the block.
Through July 1, 1995 the Company's affiliate may replace TRI as
operator of the block and may cause TRI to sell up to a 10%
interest in the block to a third party named by the affiliate at
TRI's cost.
Compliance with Section 16(a) of the Securities Exchange Act of
1934
Section 16(a) of the Securities Exchange Act of 1934
requires executive officers, directors and persons who beneficially
own more than ten percent of the Company's stock to file initial
reports of ownership and reports of changes of ownership with the
Securities and Exchange Commission and the New York Stock Exchange.
Copies of such reports are required to be furnished to the
Company.
Based solely on a review of such forms furnished to the
Company and certain written representations from the executive
officers and directors, the Company believes that all Section 16(a)
filing requirements applicable to its executive officers, directors
and greater than 10% beneficial owners were complied with on a
timely basis.
Other Business
The Board does not know of any business to be presented for
consideration at the Annual Meeting other than as stated in the
Notice. It is intended, however, that the persons authorized under
the accompanying proxy will, in the absence of instructions to the
contrary, vote or act in accordance with their judgment with
respect to any other proposal properly presented for action at such
meeting.
Submission of Proposals by Stockholders
In order to be eligible for inclusion in the Company's proxy
statement for the 1996 Annual Meeting of Stockholders, any proposal
of a stockholder must be received by the Company at its principal
executive office in Fort Worth, Texas by December 18, 1995.
Relationship with Independent Auditors
Arthur Andersen & Co. is the principal accountant selected
by the Company. Representatives of such firm are expected to be
present at the Annual Meeting, with the opportunity to make a
statement if they desire to do so, and will be available to respond
to appropriate questions.
Annual Report and Form 10-K
The 1994 Annual Report of the Company for the fiscal year
ended December 31, 1994, including audited financial statements, is
being forwarded to each stockholder of record as of March 31, 1995,
together with this Proxy Statement.
A copy of the Company's annual report on Form 10-K for 1994,
as filed with the Securities and Exchange Commission, will be
furnished without charge to stockholders on request to:
Snyder Oil Corporation
777 Main Street
Fort Worth, Texas 76102
Attention: Investor Relations
Other Matters
The accompanying form of proxy has been prepared at the
direction of the Company, of which you are a stockholder, and is
sent to you at the request of the Board of Directors. The proxies
named therein have been designated by your Board of Directors.
The Board of Directors of the Company urges you, even if you
presently plan to attend the meeting in person, to execute the
enclosed proxy and mail it as indicated immediately. You may
revoke your proxy and vote in person if you are in fact able to
attend.
SNYDER OIL CORPORATION
By Order of the Board of Directors
/s/ Peter E. Lorenzen
---------------------
Peter E. Lorenzen
Secretary
Fort Worth, Texas
April 14, 1995
P SNYDER OIL CORPORATION
R
O PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
X THE COMPANY FOR THE ANNUAL MEETING MAY 17, 1995
Y
The undersigned hereby constitutes and appoints Peter E. Lorenzen,
Rodney L. Waller and Richard A. Wollin, and each of them, his true
and lawful agents and proxies with full power of substitution in
each, to represent the undersigned at the annual meeting of
stockholders of Snyder Oil Corporation to be held May 17, 1995,
and at any adjournments thereof, on all matters coming before said
meeting.
Election of Directors, Nominees:
Roger W. Brittain, Thomas J. Edelman, John A Fanning, John A. Hill,
William J. Johnson, B.J. Kellenberger, James E. McCormick, Alfred
M. Micallef and John C. Snyder
(change of Address)
(If you have written in the above space, please mark the
corresponding boxes on the reverse side of this card.)
You are encouraged to specify your choice by marking the
appropriate boxes, SEE REVERSE SIDE, but you need not mark any
boxes if you wish to vote in accordance with the Board of
Directors' recommendations. The Proxies cannot vote
your shares unless you sigh and return this Card. If no
indications is made, proxies will be voted FOR the proposal
/SEE REVERSE SIDE/
/x/ Please mark your SHARES IN YOUR NAME
votes as in this
example
FOR WITHHELD
1. Election of / / / /
Directors
(see reverse)
For, except vote withheld from the following nominee(s)
Change
of / /
Address
Attend / /
Meeting
SIGNATURE(S) DATE
SIGNATURE(S) DATE
NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.