EXHIBIT 99.5
Southern Mineral Corporation
1201 Louisiana Street, Suite 3350
Houston, Texas 77002-5609
__________ ___, 2001
Dear Shareholder:
As you know, our shareholders approved the merger of Southern Mineral into a
subsidiary of PetroCorp Incorporated on May 8, 2001. We expect this
merger to close on or about ___________ ___, 2001. One of the provisions
related to the merger is that Southern Mineral shareholders will receive cash as
their consideration in the merger, unless they elect to receive PetroCorp stock
by making a valid stock election.
We have enclosed the form by which you may elect to receive stock
consideration or a combination of stock and cash consideration in the merger. If
you so desire, please complete this form, and mail it back to us in the enclosed
envelope by no later than ___________ _____, ______. If you return this form
prior to that date, you may change your election up to that date or any later
date which we publicly announce. If you do not return this form, you will
receive cash consideration in exchange for all the shares of Southern Mineral
stock you own.
For each share of Southern Mineral common stock for which you elect to receive
stock consideration, you will receive .471 shares of PetroCorp common stock. The
price paid per share of Southern Mineral common stock for which you make no
stock election will be $4.71. On _________ _____, 2001, the closing price of the
Southern Mineral common stock was $_______ and the closing price of the
PetroCorp common stock was $_______.
If you elect to receive stock consideration in the merger, you may be subject
to pro rationing. PetroCorp will not issue more than 4,000,000 shares of common
stock as consideration in the merger. Accordingly, if Southern Mineral
shareholders elect to receive more than 4,000,000 PetroCorp shares, each
shareholder's stock election will be reduced pro rata, as more fully described
in the joint proxy statement/prospectus of Southern Mineral and PetroCorp dated
____________ _______, 2001 (SEC File No. 333-54544). The consideration for the
balance of your Southern Mineral common stock will be in the form of cash
consideration.
None of Southern Mineral, PetroCorp, the Board of Directors of Southern
Mineral or the Board of Directors of PetroCorp make any recommendation to you as
to whether you should elect to receive stock consideration in the merger.
For further information about the merger, Southern Mineral and PetroCorp,
please see the joint proxy statement/prospectus of Southern Mineral and
PetroCorp and the information pertaining to PetroCorp incorporated by reference
into the joint proxy statement/prospectus.
Sincerely yours,
Steven H. Mikel
President and Chief Executive Officer
FORM OF STOCK ELECTION
Capitalized terms not defined in this Form of Election shall have the meanings
set forth in the Agreement and Plan of Merger among PetroCorp Incorporated,
PetroCorp Acquisition Company, and Southern Mineral Corporation dated as of
December 22, 2000, as amended.
________________________________________________________________________________
NAME AND ADDRESS OF HOLDER OF RECORD AS SHOWN ON RECORDS OF SOUTHERN MINERAL
CORPORATION
STOCK ELECTION
LIST HERE NUMBER OF SHARES OF SOUTHERN MINERAL COMMON STOCK FOR WHICH SHARES OF
PETROCORP COMMON STOCK ARE ELECTED
Number of Shares:________________________
OR
Mark the following box to indicate that you elect PetroCorp common stock in
exchange for ALL shares of Southern Mineral common stock you hold. [______]
For each share of Southern Mineral common stock for which you elect to receive
stock consideration, you will receive .471 shares of PetroCorp common
stock,subject to proration if Southern Mineral shareholders elect to receive
more than 4,000,000 shares of PetroCorp common stock. The price paid per share
of Southern Mineral common stock for which you make no stock election will be
$4.71.
For further information about the merger, Southern Mineral and PetroCorp,
please see the joint proxy statement/prospectus of Southern Mineral and
PetroCorp dated __________ __, 2001 (SEC File No. 333-54544) and the information
pertaining to PetroCorp incorporated by reference into the joint proxy
statement/prospectus.
SIGN HERE
________________________________________________________________________________
________________________________________________________________________________
Signature(s) of Owner(s)
________________________________________________________________________________
Name(s)
________________________________________________________________________________
________________________________________________________________________________
(Please Print)
Capacity (full title)
________________________________________________________________________________
Address
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number
________________________________________________________________________________
Taxpayer Identification or Social Security Number
________________________________________________________________________________
(Must be signed by registered holder(s) exactly as name(s) appear on the
certificates. In the case of joint tenants, both should sign. If the
certificates for the Southern Mineral common stock are registered in different
forms of the name of any person signing this Form of Election (e.g., "John
Smith" on one certificate and "J. Smith" on another), it will be necessary for
such person either to sign this Form of Election in each way in which the
certificates are registered or to sign as many Forms of Election as there are
different registrations. When signing as agent, attorney, administrator,
executor, guardian, trustee, or in any other fiduciary or representative
capacity, or as an officer of a corporation on behalf of the corporation, please
give full title as such.)