MAYNARD OIL COMPANY
8080 N. Central Expressway
Suite 660
Dallas, Texas 75206
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held May 17, 1995
The annual meeting of stockholders of MAYNARD OIL COMPANY
will be held on Wednesday, May 17, 1995, at 9:30 A.M., Dallas
Time, at the offices of the Company, 8080 N. Central Expressway,
Suite 660, Dallas, Texas, for the following purposes:
1. To elect three directors to hold office in
accordance with the Company's Certificate of Incorporation,
as amended, until the 1996 Annual Meeting of Stockholders,
or until their successors shall be duly elected.
2. To transact such other business as may properly
come before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on
April 7, 1995, as the record date for determination of
stockholders entitled to notice of and to vote at the meeting.
Please sign, date and return the accompanying Proxy in the
enclosed envelope which requires no postage if mailed in the
United States. All stockholders of the Company are invited to
attend the meeting in person.
By order of the Board of Directors
Linda K. Burgess
Secretary and Controller
Dallas, Texas
April 17, 1995
YOUR VOTE IS IMPORTANT. TO VOTE YOUR SHARES, PLEASE
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND MAIL IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
PROXY STATEMENT
MAYNARD OIL COMPANY
ANNUAL MEETING OF STOCKHOLDERS
May 17, 1995
GENERAL INFORMATION
This Proxy Statement is furnished to stockholders of Maynard
Oil Company on or about April 17, 1995, in connection with the
solicitation of proxies for use at the annual meeting of
stockholders of the Company to be held on May 17, 1995, at the
time and place and for the purposes set forth in the accompanying
Notice of the meeting.
THE ACCOMPANYING PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF THE COMPANY AND IS REVOCABLE AT ANY TIME PRIOR TO
BEING VOTED. All shares of the Company's Common Stock, par value
$.10, represented by properly executed and unrevoked proxies will
be voted, if the proxies are received in time for the meeting.
Any Stockholder giving a proxy has the right to revoke it at any
time before the proxy is exercised by giving notice to the
Company in writing or in open meeting.
The Company will bear the cost of solicitation of the
proxies. In addition to solicitation by mail, certain directors,
officers and other employees of the Company, not specifically
employed for the purpose, may solicit proxies, without additional
remuneration therefor, by personal interview, mail, telephone or
telegraph. The Company may also reimburse brokers or other
persons holding shares in their name, or in the names of
nominees, for expenses in sending proxy material to principals
and obtaining their proxies.
Each holder of Common Stock of record at the close of
business on April 7, 1995, is entitled to one vote per share on
all matters to come before the meeting. Cumulative voting is not
permitted under the Company's Certificate of Incorporation and
By-Laws. At the close of business on April 7, 1995, there were
outstanding and entitled to vote at the meeting 4,891,371 shares
of Common Stock. A majority of the outstanding shares must be
represented at the meeting in person or by proxy in order to have
a quorum to conduct business at the meeting.
A stockholder may, with respect to the election of
directors, (i) vote for all nominees named herein, (ii) withhold
authority to vote for all such nominees or (iii) vote for all
such nominees other than any nominee with respect to whom the
stockholder withholds authority to vote. The nominees receiving
the highest number of votes cast for the number of positions to
be filled shall be elected. Accordingly, withholding authority
to vote for a director nominee will not prevent him from being
elected. On any other matter which may properly come before the
meeting, the affirmative vote of the holders of a majority of the
shares represented in person or by proxy at the meeting and
entitled to vote is required. Broker non-votes will have no
effect on any matter at the meeting.
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PRINCIPAL STOCKHOLDERS
James G. Maynard (whose address is 344 Westmoreland
Building, Skokie, Illinois, 60077, and whose shareholdings are
shown below) and Dimensional Fund Advisors, Inc. ("Dimensional"),
a registered investment advisor, located at 1299 Ocean Avenue,
11th Floor, Santa Monica, CA 90401, are the only persons known to
the Company to be the beneficial owners of more than 5% of the
outstanding Common Stock of the Company. As set forth in the
table below, Dimensional is deemed to have beneficial ownership
of 326,600 shares of Common Stock as of April 7, 1995. All of
such shares are held in portfolios of DFA Investment Dimensions
Group Inc. and the DFA Investment Trust Company, each registered
open-end investment companies.
The following table shows with respect to each director and
nominee for director of the Company, each 5% stockholder, each
executive officer named in the Summary Compensation Table below,
and with respect to all directors and executive officers as a
group: (i) the total number of shares of Common Stock
beneficially owned as of April 7, 1995, and (ii) the percent of
the total number of shares of Common Stock outstanding as of that
date:
Percent
Amount and Nature of of
Name of Beneficial Owner Beneficial Ownership(1) Class
________________________ _______________________ _____
James G. Maynard 2,756,596(2) 56.36
Dimensional Fund Advisors, Inc. 326,600 6.68
Robert B. McDermott 5,000 0.10
Ralph E. Graham 2,200 0.04
Glenn R. Moore 250 *
L. Brent Carruth 100 *
Kenneth W. Hatcher 100 *
All directors and executive officers
as a group (6 persons) (3) 2,784,246 56.69
* Less than .01%
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(1) In accordance with regulations of the Securities and
Exchange Commission, stock ownership reflects shares with
respect to which the director, nominee, principal
stockholder or executive officer has voting power or
investment power, or has a right to acquire such power.
Each director, nominee, principal stockholder or executive
officer has both sole voting power and sole investment power
with respect to the shares set forth in the table.
Beneficial ownership is disclaimed by each director,
nominee, principal stockholder or executive officer of
shares listed of which he or it would not, but for Rule 13d-
3 under the Securities Exchange Act of 1934, be deemed to be
the beneficial owner.
(2) Includes 300,000 shares held of record by a corporation
controlled by Mr. Maynard and 2,456,596 shares held of
record by Mr. Maynard, as trustee of a trust for his
benefit.
(3) Includes 20,000 shares subject to currently exercisable
stock options.
ELECTION OF DIRECTORS
In accordance with the Company's By-laws three directors are
to be elected at the annual meeting. Each director elected will
hold office until the next annual meeting and until his successor
is elected and qualifies. Shares represented by valid proxies
will be voted for the election of the three nominees listed
below.
The nominees have consented to serve on the Board, if
elected, but should any of the three be unable to serve in this
capacity at the time of the meeting, the proxies will be voted by
the proxy holders in their discretion for any substitute nominee
who may be designated by Management. It is anticipated that the
nominees will be available to serve as directors.
Names of Nominees Position with Company, Business
for Election Age Experience and other Directorships
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Ralph E. Graham 75 Director of the Company since 1993.
Partner of Day Oil Company, an oil
and gas exploration and drilling
partnership.
James G. Maynard 69 Chief Executive Officer and Chairman
of the Board of the Company, since
its incorporation in 1971.
Robert B. McDermott 67 Director of the Company since 1971.
Of Counsel to the law firm of
McDermott, Will and Emery, since
March 1, 1992 (prior to which he was
a partner in such firm). Director
of The Cherry Corporation, an
electronics manufacturer.
Meetings of the Board of Directors and the Committee of the Board
of Directors
During the past fiscal year, the Board of Directors met six
times, the Compensation Committee of the Board, comprised of
Messrs. Maynard, Graham and McDermott, met twice and the Audit
Committee, comprised of Messrs. McDermott and Graham, met twice.
The Audit Committee recommended, and the Board of Directors
selected Price Waterhouse to audit the Company's financial
statements for the year ended December 31, 1994. The
Compensation Committee sets the compensation of the officers of
the Company and the Audit Committee meets with the public
accountants and accounting personnel of the Company for review of
their respective information, opinions and functions. Mr.
Maynard's compensation was determined by Messrs. McDermott and
Graham as more fully described in the Compensation Committee
Report on Executive Compensation. The Board of Directors does
not have a nominating committee. No incumbent director attended
fewer than 75% of the total number of meetings of the Board of
Directors and of the committees on which he served.
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EXECUTIVE COMPENSATION
The table below sets forth certain 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,
1994 (i) the chief executive officer, and (ii) the other three
executive officers of the Company with compensation in excess of
$100,000.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
------------
Annual Compensation(1) Stock All Other
Name and Principal Fiscal Participation Compen-
Position Year Salary(2) Bonus(3) Units(shs)(4) sation(5)
------------------ ----- --------- ------- ------------- --------
James G. Maynard 1994 $ 97,200 $ -0- -0- $ 3,664(6)
Chairman of the Board, 1993 97,200 -0- -0- 7,413
Chief Executive 1992 97,200 -0- -0- 5,832
Officer and
Treasurer
Glenn R. Moore 1994 149,000 7,500 -0- 12,520(7)
President 1993 149,000 -0- 14,000 11,920
1992 149,000 -0- -0- 8,940
L. B. Carruth 1994 125,000 6,250 -0- 10,000(8)
Vice President of 1993 123,972 -0- 7,500 9,918
Operations 1992 121,060 -0- -0- 7,262
Kenneth W. Hatcher 1994 112,000 5,600 -0- 8,960(9)
Vice President of 1993 111,243 -0- 6,000 8,899
Finance 1992 108,852 -0- -0- 6,532
(1) The Company does not maintain a "long term incentive plan" as that
plan is defined in the applicable rules.
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(2) Includes amounts deferred under the Company's Thrift Investment Plan.
(3) Includes bonus awards earned for performance in the fiscal year
even though such amounts could be payable in subsequent years.
(4) During August 1993, the Company issued stock participation units of
14,000, 7,500, and 6,000 to Messrs. Moore, Carruth, and Hatcher at
$5.625 per share. These shares vest 25% in August, 1995 and the
balance in equal annual installments. Payments are made upon
termination of the employee's employment over a twenty-four month
period.
(5) Totals shown consist of the Company's contributions to (i) the
Retirement Plan in the amount of 3% of annual salary and (ii) the
Thrift Investment Plan for the remainder.
(6) During 1994, $2,916 was accrued in the Retirement Plan and $748 in
the Thrift Investment Plan on behalf of Mr. Maynard.
(7) During 1994, $4,695 was accrued in the Retirement Plan and $7,825
in the Thrift Investment Plan on behalf of Mr. Moore.
(8) During 1994, $3,750 was accrued in the Retirement Plan and $6,250
in the Thrift Investment Plan on behalf of Mr. Carruth.
(9) During 1994, $3,360 was accrued in the Retirement Plan and $5,600
in the Thrift Investment Plan on behalf of Mr. Hatcher.
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The table below summarizes the value of the stock options held by
executive officers at December 31, 1994.
Aggregated Option/Stock Participation (SPAR) Exercises in 1994
and December 31, 1994 Option/Stock Participation (SPAR) Values
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options(1) & SPARs Options & SPARs(2)
at 12/31/94 (#) at 12/31/94 ($)
Shares Value
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) $ Unexercisable Unexercisable
____ ____________ ________ _____________ _____________
Maynard -0- -0- 0/0 0/0
Moore 10,000 $6,850 25,000/14,000(3) 18,750/ 0
Carruth -0- -0- 12,500/7,500(4) 9,375/ 0
Hatcher -0- -0- 12,500/6,000(5) 9,375/ 0
(1) The Company's Stock Option Plan expired March 31, 1992 and,
therefore, no additional stock options can be granted. All
unexercised options are currently exercisable.
(2) Based upon a price of $5.25 per share, the last bid price on NASDAQ
of the Company's Common Stock on December 31, 1994.
(3) Represents 10,000 shares under option and 29,000 SPARs of which
15,000 have vested.
(4) Represents 5,000 shares under option and 15,000 SPARs of which
7,500 have vested.
(5) Represents 5,000 shares under option and 13,500 SPARs of which
7,500 have vested.
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There were no awards of stock participation units to any employee
in 1994.
Compensation of Directors
During 1994, each director, who was not an employee of the Company,
received an annual retainer of $8,000. In addition, each committee
member, who was not an employee of the Company, (two each for both the
Compensation and Audit Committees) received an annual amount of $3,000.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Committee believes that its task is to compensate all executives
fairly, taking into account both their long-term and recent contributions
to the Company, the business conditions in which they have been
functioning, and its judgment as to their degree of success. The
Committee believes that services of outstanding value can be rendered in
periods of financial or operating stringency, as well as in boom times.
Compensation for each executive includes a salary and from time to
time longer-term incentive compensation, such as stock options and stock
participation units. The Committee considers the total compensation
(earned or potentially available) of each executive officer in
establishing each element of compensation. At the end of 1994, the
Company awarded cash bonuses totalling $34,850 to a total of seven
employees, excluding Mr. Maynard, to recognize what the Committee
considered to be specifically meritorious performance during the year.
Salaries for executives are reviewed by the Committee on an annual
basis and may be increased at that time based on the individual's
contribution to the Company or changes in the competitive level of pay.
The Committee has access to a national survey on oil and gas
compensation, which includes executives in both larger and smaller
companies. Companies which participated in the compensation survey
include privately held corporations, as well as companies on NASDAQ, the
American Stock Exchange, and the New York Stock Exchange. This national
survey covers more companies than are included in the Performance Graph
on Page 9 and it is believed to be the best available information for the
intended purpose. Mr. Carruth and Mr. Hatcher are paid compensation
which generally ranks them in the mid-range of executives in similar
positions for corporations of similar size, while Mr. Moore and Mr.
Maynard are paid compensation which ranks them in the lower twenty-five
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percent of executives in similar positions for corporations of similar
size.
The Compensation Committee evaluates the salary of Mr. Maynard, the
Chief Executive Officer, based largely on the Committee's assessment of
his past and current performance and its expectation as to his future
contributions in leading the Company and its business. The Compensation
Committee believes the key indicator for an oil and gas exploration and
production company is the replacement of hydrocarbon reserves through
drilling or acquisition, the cost of such reserves and the extent of the
risk to which the shareholder's investment has been subjected during
these periods. During 1994, the Company's net equivalent barrels of
reserves increased, largely through acquisition, by 30%. Mr. Maynard's
salary was increased by the Compensation Committee from an annual rate of
$97,200 to $105,000 effective in fiscal 1995. The Committee believes
that Mr. Maynard's contributions to the Company warrant a salary in
excess of $150,000 per year; it has limited Mr. Maynard's compensation as
herein described at Mr. Maynard's express request.
In determining salary and bonus awards for 1994, the Committee
considered the Company's performance. It considered these factors both
on an absolute basis and relative to the oil and gas industry, in
general. In determining salaries for employees, other than Mr. Maynard,
the Committee reviewed the Chief Executive Officer's recommendations
based upon individual performance, as well as factors substantially
comparable to those mentioned in the above paragraph.
Since the price of the Company's stock is affected to a significant
degree by oil and gas prices, over which executives have no control, and
various other factors, over which they have limited control, the
Committee has focused on salaries as the principal means of providing
incentives and rewarding executive performance and bonuses. The Company
did not award stock options or stock participation units ("shadow stock")
in 1994.
During 1994, the Compensation Committee consisted of Ralph E.
Graham, James G. Maynard and Robert B. McDermott, all directors of the
Company. Mr. Maynard does not take part in the determination of his
compensation.
The Compensation Committee Report on Executive Compensation shall
not be deemed incorporated by reference by any general statement
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incorporating by reference this proxy statement into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of 1934,
except to the extent that the Company specifically incorporates the
information by reference, and shall not otherwise be deemed filed under
such Acts.
For the Compensation Committee
James G. Maynard
Robert B. McDermott
Ralph E. Graham
Compensation Committee Interlocks and Insider Participation
James G. Maynard is Chief Executive Officer and Chairman of the
Board of the Company. During 1994, the Compensation Committee consisted
of Ralph E. Graham, James G. Maynard and Robert B. McDermott, all
directors of the Company.
Until March 1, 1992, Robert B. McDermott was a partner in the law
firm of McDermott, Will & Emery, which serves as legal counsel to the
Company.
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PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly cumulative
total stockholder return on the Company's Common Stock against the
cumulative total return of the NASDAQ Stock Market for U.S. Companies and
the NASDAQ Industry Index for oil and gas production companies for the
five fiscal years ending December 30, 1994. This graph assumes that $100
was invested on December 29, 1989 and that all dividends were reinvested.
The price performance shown on the graph below is not necessarily
indicative of future price performance. The Company will make available
to requesting stockholders the identities of the companies within the
CRSP Index for NASDAQ stock (SIC-1300-1399 US Companies). All of the
companies listed in this index are involved in oil and gas extraction.
The Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
Comparison of Five-Year-Cumulative Total Returns
CRSP Index CRSP Index
for for
Fiscal Year Maynard Oil Nasdaq Stock NASDAQ
Covered Company Market Stocks (SIC
(US Companies) 1300-1399 US Cos)*
----------- ----------- -------------- ------------------
12/29/89 100.0 100.0 100.0
12/31/90 94.1 84.9 81.6
12/31/91 78.4 136.3 77.7
12/31/92 72.5 158.6 80.1
12/31/93 82.4 180.9 102.9
12/30/94 78.4 176.9 97.1
Notes:
* The peer index includes results from all US Companies trading on
NASDAQ in the 130 SIC group, oil and gas extraction and production
-12-
companies, which includes 239 Companies over the period presented
and 135 active at December 30, 1994.
INDEPENDENT ACCOUNTANTS
Price Waterhouse audited the Company's financial statements for the
year ending December 31, 1994 and has been selected as the independent
accounting firm who will audit the Company's financial statements for the
year ending December 31, 1995. Representatives of Price Waterhouse are
expected to be present at the meeting and will be given the opportunity
to make a statement if they desire to do so and are expected to be
available to respond to appropriate questions.
STOCKHOLDER'S PROPOSALS
Any proposal by a stockholder of the Company intended to be
presented at the next annual meeting of stockholders and included in the
Company's proxy statement and form of proxy relating to that meeting,
must be received by the Company at its principal executive office not
later than December 20, 1995, and must also comply with other
requirements of the proxy solicitation rules of the Securities and
Exchange Commission. In addition, the notice provisions contained in the
Company's By-laws must be satisfied in order for a stockholder to bring
business properly before any meeting of stockholders.
OTHER MATTERS
The Management of the Company does not know of any other matters
that are to be presented for action at the annual meeting. Should any
other matter come before the meeting, however, the persons named in the
enclosed proxy will have discretionary authority to vote all proxies with
respect to such matter in accordance with their judgment.
By Order of the Board of Directors
Linda K. Burgess
Secretary and Controller
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Dallas, Texas
April 17, 1995
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MAYNARD OIL COMPANY
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints James G. Maynard and Glenn R. Moore as
Proxies, each with the power to appoint a substitute and hereby authorizes
them to vote, as designated on the reverse side, all shares of common stock
of Maynard Oil Company held of record by the undersigned on April 7, 1995,
at the Annual Meeting of Stockholders to be held on May 17, 1995, or any
adjournment or adjournments thereof.
In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting. THIS PROXY WHEN
PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED
STOCKHOLDER, IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
DIRECTOR NOMINEES.
(continued on reverse side)
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER, IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
1. To vote for the election of James G. Maynard, Ralph E. Graham, and
Robert B. McDermott as directors, to hold office until the 1996 Annual
Meeting of Stockholders. If it is desired that votes be withheld from
the election of any of the individual nominees, his name should be
written in the following space.
FOR WITHHOLD AUTHORITY
TO VOTE --------------------------------------
2. In their discretion, the Proxies THIS PROXY IS SOLICITED ON
are authorized to vote upon BEHALF OF THE COMPANY'S
such other business as may BOARD OF DIRECTORS WHICH ENCOURAGES
properly come before the meeting. EACH SHAREHOLDER OF RECORD TO VOTE.
Please sign exactly as name appears
hereon. When shares are held by
joint tenants, both should sign.
When signing as attorney, as
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please
sign in full corporate name by
President or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated: ---------------------, 1995
----------------------------------
Signature
----------------------------------
Signature if held jointly
PLEASE MARK INSIDE BLUE BOXES SO THAT PLEASE MARK, SIGN, DATE AND RETURN
DATA PROCESSING EQUIPMENT WILL RECORD THE PROXY CARD PROMPTLY USING
YOUR VOTES THE ENCLOSED ENVELOPE