SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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[ ] 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 (S)240.14a-11(c) or (S)240.14a-12
VINTAGE PETROLEUM, INC.
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(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
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[ ] Fee paid previously with preliminary materials.
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VINTAGE PETROLEUM, INC.
[LOGO] 4200 ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 13, 1997
To the Stockholders of
VINTAGE PETROLEUM, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Vintage
Petroleum, Inc., a Delaware corporation (the "Company"), will be held in the
Green Room on the 9th Floor, Bank of Oklahoma Tower, One Williams Center, Tulsa,
Oklahoma, on Tuesday, May 13, 1997, at 10:00 a.m., local time, for the following
purposes:
1. To elect one director to Class I for a three-year term;
2. To consider and act upon a proposal to amend the Company's Restated
Certificate of Incorporation to increase the number of authorized
shares of Common Stock, $.005 par value per share, from 40,000,000 to
80,000,000;
3. To consider and act upon a proposal to ratify the appointment of
Arthur Andersen LLP as the independent auditor of the Company for
1997; and
4. 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 March 25, 1997,
as the record date for the meeting, and only holders of the Company's Common
Stock of record at such time will be entitled to vote at the meeting or any
adjournment thereof. A complete list of the stockholders entitled to vote at
the meeting will be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of 10 days
prior to the date of the meeting at the offices of the Company and at the time
and place of the meeting.
By Order of the Board of Directors,
William C. Barnes
Secretary
Tulsa, Oklahoma
March 31, 1997
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES. IF YOU DO ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND
VOTE IN PERSON.
VINTAGE PETROLEUM, INC.
[LOGO] 4200 ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 13, 1997
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Vintage Petroleum, Inc., a Delaware corporation (the
"Company"), of proxies to be voted at the Annual Meeting of Stockholders of the
Company to be held on May 13, 1997, or at any adjournment thereof (the "Annual
Meeting"), for the purposes set forth in the accompanying Notice of Annual
Meeting. This Proxy Statement and accompanying proxy were first forwarded on or
about March 31, 1997, to stockholders of record on March 25, 1997.
If the accompanying proxy is properly executed and returned, the shares
represented by the proxy will be voted at the Annual Meeting. If a stockholder
indicates in his or her proxy a choice with respect to any matter to be acted
upon, that stockholder's shares will be voted in accordance with such choice. If
no choice is indicated, such shares will be voted "FOR" (a) the election of the
nominee for director listed below, (b) the approval of the amendment to the
Company's Restated Certificate of Incorporation, and (c) the ratification of the
appointment of the independent auditor. A stockholder giving a proxy may revoke
it by giving written notice of revocation to the Secretary of the Company at any
time before it is voted, by executing another valid proxy bearing a later date
and delivering such proxy to the Secretary of the Company prior to or at the
Annual Meeting, or by attending the Annual Meeting and voting in person.
The expenses of this proxy solicitation, including the cost of preparing
and mailing this Proxy Statement and accompanying proxy will be borne by the
Company. Such expenses will also include the charges and expenses of banks,
brokerage firms, and other custodians, nominees or fiduciaries for forwarding
solicitation material regarding the Annual Meeting to beneficial owners of the
Company's Common Stock. Solicitation of proxies may be made by mail, telephone,
personal interviews or by other means by the Board of Directors or employees of
the Company who will not be additionally compensated therefor, but who may be
reimbursed for their out-of-pocket expenses in connection therewith.
STOCKHOLDERS ENTITLED TO VOTE
Stockholders of record at the close of business on March 25, 1997 (the
"Record Date"), will be entitled to vote at the Annual Meeting. As of the Record
Date, there were issued and outstanding 25,714,443 shares of Common Stock, par
value $.005 per share (the "Common Stock"), of the Company. Each share of Common
Stock is entitled to one vote. There is no cumulative voting with respect to the
election of directors. The presence in person or by proxy of the holders of a
majority of the shares issued and outstanding at the Annual Meeting and entitled
to vote will constitute a quorum for the transaction of business. Votes withheld
from nominees for directors, abstentions and broker non-votes will be counted
for purposes of determining whether a quorum has been reached. Votes will be
tabulated by an inspector of election appointed by the Board of Directors of the
Company. With regard to the election of directors, votes may be cast in favor of
or withheld from each nominee; votes that are withheld will have the effect of a
negative vote. Abstentions, which may be specified on all proposals except the
election of directors, will have the effect of a negative vote. Under applicable
Delaware law, a broker non-vote will have no effect on the outcome of the
election of directors or the ratification of the appointment of the independent
auditor. With regard to the approval of the amendment to the Company's Restated
Certificate of Incorporation, a broker non-vote will have the effect of a
negative vote.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Restated Certificate of Incorporation (the "Charter") of the Company
provides that the Board of Directors of the Company (the "Board of Directors")
shall consist of not less than three nor more than fifteen directors, as
determined from time to time by resolution of the Board of Directors. The number
of directors is currently fixed at seven. The Board of Directors is divided into
three approximately equal classes. The terms of such classes are staggered so
that only one class is elected at the annual meeting of stockholders each year
for a three-year term. The term of the Class I directors, consisting of only
William C. Barnes because the other Board position in Class I is currently
vacant, will expire at the Annual Meeting, and the accompanying proxy solicits
your vote for one Class I director. Such Board vacancy is not being filled at
the Annual Meeting. The Charter and the Company's By-laws provide that any
vacancies may be filled by the affirmative vote of a majority of the remaining
directors. The Board of Directors has not identified anyone to fill the vacancy.
The terms of the Class II directors and the Class III directors will expire at
the annual meeting of stockholders to be held in 1998 and 1999, respectively.
The Board of Directors has nominated William C. Barnes for re-election as a
Class I director. The persons named as proxies in the accompanying proxy, who
have been designated by the Board of Directors, intend to vote, unless otherwise
instructed in such proxy, for the election of Mr. Barnes. Should Mr. Barnes
become unable for any reason to stand for election as a director of the Company,
it is intended that the persons named in such proxy will vote for the election
of such other person as the Board of Directors may recommend. The Company knows
of no reason why Mr. Barnes will be unavailable or unable to serve.
The affirmative vote of the holders of a majority of the shares present in
person or by proxy at the Annual Meeting and entitled to vote is required for
the election of directors. The Board of Directors recommends a vote "FOR" the
following nominee for director.
NOMINEE FOR DIRECTOR
CLASS I
(TERM EXPIRES MAY 2000)
WILLIAM C. BARNES, age 42. Mr. Barnes, a certified public accountant, has
been a Director, Treasurer and Secretary of the Company since April 1987, an
Executive Vice President of the Company since March 1994 and Chief Financial
Officer of the Company since May 1990. He was also a Senior Vice President of
the Company from May 1990 to March 1994 and Vice President - Finance of the
Company from January 1984 to May 1990. From November 1982 to December 1983, Mr.
Barnes was an audit manager for Arthur Andersen & Co., an independent public
accounting firm, where he dealt primarily with clients in the oil and gas
industry. He was Assistant Controller - Finance of Santa Fe-Andover Oil Company
(formerly Andover Oil Company), an independent oil and gas company ("Andover"),
from December 1980 to November 1982. From June 1976 to December 1980, he was an
auditor with Arthur Andersen & Co., where he dealt primarily with clients in the
oil and gas industry. Mr. Barnes has a B.S. Degree in Business Administration
from Oklahoma State University.
The other Board position in Class I is currently vacant.
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DIRECTORS CONTINUING IN OFFICE
CLASS II
(TERM EXPIRES MAY 1998)
JO BOB HILLE, age 55. Mr. Hille, a co-founder of the Company, has been a
Director of the Company since June 1983, Chief Executive Officer of the Company
since March 1994 and Vice Chairman of the Board of Directors of the Company
since September 1995. He was also President of the Company from May 1990 to
September 1995, Chief Operating Officer of the Company from April 1987 to March
1994, Executive Vice President of the Company from June 1983 to May 1990 and
Treasurer and Secretary of the Company from June 1983 to April 1987. From August
1972 to March 1983, Mr. Hille was employed by Andover, where he served at
various times primarily as Executive Vice President and Vice President-
Operations. Mr. Hille has a B.S. Degree in Petroleum Engineering from the
University of Tulsa, and has approximately 31 years of oil and gas experience.
BRYAN H. LAWRENCE, age 54. Mr. Lawrence has been a Director of the Company
since January 1987. He has been employed by Dillon, Read & Co. Inc., an
investment banking firm ("Dillon Read"), since January 1966 and is currently a
Managing Director. Mr. Lawrence also serves as a Director of D & K Wholesale
Drug, Inc., Hallador Petroleum Company, TransMontaigne Oil Company and Willbros
Group, Inc. (each a United States public company), Benson Petroleum Ltd. and
Cavell Energy Corp. (each a Canadian public company) and certain non-public
companies in which affiliates of Dillon Read hold equity interests including
Meenan Oil Co., Inc., Fintube Limited Partnership, Interenergy Corporation,
PetroSantander Inc., Strega Energy, Inc. and Savoy Energy, L.P. Mr. Lawrence is
a graduate of Hamilton College and also has an M.B.A. from Columbia University.
CLASS III
(TERM EXPIRES MAY 1999)
CHARLES C. STEPHENSON, JR., age 60. Mr. Stephenson, a co-founder of the
Company, has been a Director since June 1983 and Chairman of the Board of
Directors of the Company since April 1987. He was also Chief Executive Officer
of the Company from April 1987 to March 1994 and President of the Company from
June 1983 to May 1990. From October 1974 to March 1983, he was President of
Andover, and from January 1973 to October 1974, he was Vice President of
Andover. Mr. Stephenson also serves as a Director of AAON, Inc. Mr. Stephenson
has a B.S. Degree in Petroleum Engineering from the University of Oklahoma, and
has approximately 37 years of oil and gas experience.
S. CRAIG GEORGE, age 44. Mr. George has been a Director since October 1991,
President of the Company since September 1995 and Chief Operating Officer of the
Company since March 1994. He was also an Executive Vice President of the Company
from March 1994 to September 1995 and a Senior Vice President of the Company
from October 1991 to March 1994. From April 1991 to October 1991, Mr. George was
Vice President of Operations and International with Santa Fe Minerals, Inc., an
independent oil and gas company ("Santa Fe Minerals"). From May 1981 to March
1991, he served in various other management and executive capacities with Santa
Fe Minerals and its subsidiary, Andover. From December 1974 to April 1981, Mr.
George held various management and engineering positions with Amoco Production
Company. He has a B.S. Degree in Mechanical Engineering from the University of
Missouri-Rolla.
JOHN T. MCNABB, II, age 52. Mr. McNabb has been a Director of the Company
since October 1990. He has been Chief Executive Officer of Growth Capital
Partners, Inc., an investment and advisory firm in Houston, Texas serving
privately held and public middle market companies based in the Southwest, since
March 1992. From June 1990 to January 1992, he was a Managing Director of
Bankers Trust Company, managing commercial banking, investment banking and
financial advisory activities in the Southwest for Bankers Trust Company, and
head of BT Southwest, Inc., an affiliate of
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Bankers Trust New York Corporation. From September 1984 to June 1990, Mr.
McNabb was employed by investment affiliates of The Prudential Insurance Company
of America where he provided a wide range of investment banking services and
corporate finance expertise to corporate clients. Mr. McNabb also serves as a
Director of Hugoton Energy Corporation and several non-public companies. He
holds undergraduate and graduate (M.B.A.) degrees from Duke University.
COMPENSATION OF DIRECTORS
Employee directors receive no additional compensation for service on the
Board of Directors or any committee thereof. Non-employee directors receive an
annual retainer of $12,000. Non-employee directors also automatically receive
non-qualified stock options under the Vintage Petroleum, Inc. Non-Management
Director Stock Option Plan (the "Director Plan"). Under the Director Plan, an
initial option to purchase up to 5,000 shares of Common Stock is granted to any
new non-employee director on the date of the organizational board meeting (the
board meeting immediately following the annual stockholders meeting) at which he
or she first serves as a member of the Board of Directors. Each non-employee
director also receives annually an option to purchase 1,000 shares of Common
Stock on the date of the organizational board meeting next following the date on
which such director received an initial option and on the date of each
succeeding organizational board meeting during the period of such director's
incumbency. The option exercise price of each option granted under the Director
Plan is equal to the fair market value of the Common Stock on the date of grant.
A total of 30,000 shares of Common Stock are available for issuance under the
Director Plan. During fiscal 1996, Messrs. Lawrence and McNabb were each granted
an option to purchase 1,000 shares of Common Stock at an exercise price of
$25.5625 per share. No options have been exercised under the Director Plan. All
directors are reimbursed by the Company for out-of-pocket expenses incurred by
them in connection with their service on the Board of Directors and any
committee thereof.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During 1996, the Board of Directors held three meetings. All of the
directors were present at each meeting. In addition, the Board of Directors took
action three times during 1996 by unanimous written consent. The Board of
Directors has a standing Audit Committee and a standing Compensation Committee.
The Audit Committee is composed of Messrs. Lawrence and McNabb. The Audit
Committee annually considers the qualifications of the independent auditor of
the Company and makes recommendations to the Board of Directors on the
engagement of the independent auditor. The Audit Committee also reviews (a) any
transactions between the Company and its officers, directors and principal
stockholders, (b) the plans for and results of audits of the Company, and (c)
the results of any internal audits, compliance with any of the Company's written
policies and procedures and the adequacy of the Company's system of internal
accounting controls. The Audit Committee met twice during 1996. All of the
members of the Audit Committee were present at each meeting.
The Compensation Committee is composed of Messrs. Stephenson, Hille,
Lawrence and McNabb. The Compensation Committee reviews the compensation of
officers of the Company and makes recommendations to the Board of Directors
regarding such compensation and reviews the Company's executive compensation
policies and practices. During 1996, the Compensation Committee also
administered the Company's 1983 Stock Option Plan and 1990 Stock Plan. The
Compensation Committee met once during 1996. All of the members of the
Compensation Committee were present at such meeting.
The Company does not have a standing Nominating Committee. The Company's
Charter provides that nominations of candidates for election as directors of the
Company may be made at a meeting of stockholders by or at the direction of the
Board of Directors or by any stockholder entitled
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to vote at such meeting who complies with the advance notice procedures set
forth therein. These procedures require any stockholder who intends to make a
nomination for director at the meeting to deliver notice of such nomination to
the Secretary of the Company not less than 45 nor more than 90 days before the
meeting. The notice must contain all information about the proposed nominee as
would be required to be included in a proxy statement soliciting proxies for the
election of such nominee, including such nominee's written consent to serve as a
director if so elected. If the Chairman of the meeting determines that a person
is not nominated in accordance with the nomination procedure, such nomination
will be disregarded. The Company's By-laws provide that the annual meeting of
stockholders to be held each year will be on the second Tuesday in May.
PROPOSAL TWO
APPROVAL OF AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The authorized capital stock of the Company presently consists of
40,000,000 shares of Common Stock, $.005 par value per share, and 5,000,000
shares of Preferred Stock, $.01 par value per share. The number of shares of
Common Stock outstanding as of March 25, 1997, was 25,714,443. Allowing for the
number of shares of Common Stock outstanding or reserved for future issuance,
only 12,303,396 authorized shares of Common Stock remain freely available for
issuance.
The Board of Directors has determined that the number of unreserved shares
of Common Stock presently available for issuance is not sufficient to provide
for future contingencies and needs of the Company, such as possible future
financings, stock splits, business acquisitions, business combinations, stock
distributions, or other corporate purposes. The Company explores potential
acquisitions on a regular basis and may issue shares of Common Stock in
connection therewith. While the currently authorized shares of Common Stock are
sufficient to provide for the Company's immediate needs, an increase in such
authorized shares available for issuance would give the Company greater
flexibility to respond to future developments and allow Common Stock to be
issued without the expense and delay of a special meeting of stockholders. As of
the date on which this Proxy Statement is being mailed, there are no definite
proposals in place with respect to any material transaction involving the
issuance of Common Stock. If there are any potential business combination
transactions which require stockholder approval, such approval will be sought at
the appropriate time.
The Board of Directors has adopted a resolution setting forth a proposed
amendment ("Proposed Amendment") to paragraph (a) of Article FIFTH of the
Company's Restated Certificate of Incorporation that would increase the number
of authorized shares of Common Stock to 80,000,000. The resolution adopted by
the Board of Directors which will be presented for approval by the stockholders
at the Annual Meeting is set forth below:
RESOLVED, that, subject to the approval of the stockholders
of the Company, the Restated Certificate of Incorporation of the
Company be, and the same hereby is, amended by changing paragraph
(a) of Article FIFTH so that, as amended, said paragraph (a) of
Article FIFTH shall be and read in its entirety as follows:
"FIFTH. (a) The total number of shares of all
classes of stock which the Corporation shall have
authority to issue is eighty-five million (85,000,000)
shares consisting of eighty million (80,000,000) shares
of Common Stock, having a par value of One-Half Cent
($.005) per share, and five million (5,000,000) shares
of Preferred Stock, having a par value of One Cent ($.01)
per share."
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The Board of Directors believes that the Proposed Amendment will provide
several long-term advantages to the Company and its stockholders. The passage
of the Proposed Amendment would enable the Company to declare a stock split and
to pursue acquisitions or enter into transactions which the Board of Directors
believes provide the potential for growth and profit. If additional authorized
shares are available, transactions dependent upon the issuance of additional
shares will be less likely to be undermined by delays and uncertainties
occasioned by the need to obtain stockholder authorization to provide the shares
necessary to consummate such transactions. The ability to issue shares, as the
Board of Directors determines from time to time to be in the Company's best
interests, will also permit the Company to avoid the extra expenses which would
be incurred in holding special meetings of stockholders solely to approve an
increase in the number of shares which the Company has the authority to issue.
The additional authorized shares of Common Stock could also be used for
such purposes as raising additional capital for the operations of the Company.
There are currently no plans or arrangements relating to the issuance of any of
the additional shares of Common Stock proposed to be authorized. Such shares
would be available for issuance without further action by the stockholders,
unless required by the Company's Restated Certificate of Incorporation or By-
laws, by the rules of any stock exchange on which the Common Stock may be listed
or by applicable law. Without an increase in authorized shares of Common Stock,
the Company may have to rely on debt, seek alternative financing means, or forgo
the investment opportunity altogether.
In addition, the availability of authorized but unissued shares of Common
Stock could, under certain circumstances, have an anti-takeover effect.
Although the Board of Directors has no present intention of doing so, the
issuance of new shares of Common Stock could be used to dilute certain rights of
a person seeking to obtain control of the Company should the Board of Directors
consider the action of such person not to be in the best interest of the
stockholders of the Company. The Company is not aware of any pending or
proposed effort to obtain control of the Company or to change the Company's
management.
In the event additional shares of Common Stock are issued by the Company,
existing holders of shares of Common Stock would have no preemptive rights under
the Company's Restated Certificate of Incorporation or otherwise to purchase any
of such shares. It is possible that shares of Common Stock may be issued at a
time and under circumstances that may dilute the voting power of existing
stockholders, increase or decrease earnings per share and increase or decrease
the book value per share of shares presently held.
VOTE REQUIRED AND EFFECTIVE DATE
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock is required for approval of the Proposed Amendment. If approved
by the stockholders, the Proposed Amendment will become effective upon the
filing of a Certificate of Amendment with the Secretary of State of Delaware
amending the Company's Restated Certificate of Incorporation, which will occur
as soon as reasonably practicable. No changes will be made in the respective
rights and privileges pertaining to the outstanding shares of Common Stock.
The Board of Directors recommends a vote "FOR" approval of the Proposed
Amendment.
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PROPOSAL THREE
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR
Upon the recommendation of the Audit Committee, the Board of Directors has
appointed Arthur Andersen LLP as the independent auditor of the Company for the
fiscal year ending December 31, 1997. Arthur Andersen LLP has been the
independent auditor of the Company since the Company's inception in 1983. A
proposal will be presented at the Annual Meeting asking the stockholders to
ratify the appointment of Arthur Andersen LLP as the Company's independent
auditor. If the stockholders do not ratify the appointment of Arthur Andersen
LLP, the Board of Directors will reconsider the appointment.
The affirmative vote of the holders of a majority of the shares present in
person or by proxy at the Annual Meeting and entitled to vote is required for
the adoption of this proposal. The Board of Directors recommends a vote "FOR"
the ratification of Arthur Andersen LLP as independent auditor for 1997.
A representative of Arthur Andersen LLP will be present at the Annual
Meeting. Such representative will be given the opportunity to make a statement
if he desires to do so and will be available to respond to appropriate
questions.
PRINCIPAL STOCKHOLDERS AND
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of March 15, 1997,
regarding the ownership of the Company's Common Stock by (a) all persons known
by the Company to be beneficial owners of more than five percent of such stock,
(b) each director and nominee for director of the Company, (c) each of the
executive officers of the Company named in the Summary Compensation Table below,
and (d) all executive officers and directors of the Company as a group. Unless
otherwise noted, the persons named below have sole voting and investment power
with respect to such shares.
SHARES
BENEFICIALLY PERCENTAGE
NAME OF OWNER OR IDENTITY OF GROUP OWNED OF CLASS(1)
- ---------------------------------- --------------- -----------
Charles C. Stephenson, Jr.(2)............ 5,305,600 (3) 20.6%
Jo Bob Hille(2).......................... 2,100,000 (4) 8.2
FMR Corp.(5)............................. 1,826,000 (6) 7.1
William C. Barnes........................ 444,898 (7) 1.7
S. Craig George.......................... 240,700 (8) *
Robert W. Cox............................ 193,628 (9) *
William L. Abernathy..................... 177,303 (10) *
Bryan H. Lawrence........................ 28,450 (11) *
John T. McNabb, II....................... 13,547 (11) *
All executive officers and directors as
a group (13 persons)................ 8,739,310 (12) 33.4
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* Represents less than 1% of the Common Stock outstanding.
(1) Shares of Common Stock which were not outstanding but which could be
acquired by a person upon exercise of an option within sixty days of March
15, 1997, are deemed outstanding for the purpose of computing the
percentage of outstanding shares beneficially owned by such person. Such
shares, however, are not deemed to be outstanding for the purpose of
computing the percentage of outstanding shares beneficially owned by any
other person.
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(2) The stockholder's address is 4200 One Williams Center, Tulsa, Oklahoma
74172.
(3) Does not include 100 shares owned by Mr. Stephenson's wife. Mrs.
Stephenson has full rights of ownership over such shares, including sole
voting and investment power. Mr. Stephenson disclaims beneficial ownership
over such shares.
(4) Does not include 50,000 shares owned by the Jo Bob Hille and Mary Anne
Hille Charitable Remainder Trust. Mr. Hille disclaims beneficial ownership
over such shares.
(5) The stockholder's address is 82 Devonshire Street, Boston, Massachusetts
02109.
(6) As of December 31, 1996, (a) FMR Corp. had sole dispositive power with
respect to all of these shares and sole voting power with respect to 60,800
of these shares, (b) Edward C. Johnson 3d, Chairman of FMR Corp., and
Abigail P. Johnson, a Director of FMR Corp., each had sole dispositive
power with respect to all of these shares, and (c) these shares represent
(i) 1,765,200 shares beneficially owned by Fidelity Management & Research
Company, a wholly-owned subsidiary of FMR Corp., as a result of acting as
investment adviser to various investment companies, and (ii) 60,800 shares
beneficially owned by Fidelity Management Trust Company, a wholly-owned
subsidiary of FMR Corp., as a result of serving as investment manager of
certain institutional accounts. Information relating to the stockholder is
based on the stockholder's Schedule 13G dated February 14, 1997.
(7) Includes 100,000 shares subject to stock options which are currently
exercisable at an average exercise price of $15.00 per share, and 898
shares held by the Vintage Petroleum, Inc. 401(k) Plan (the "401(k) Plan")
and allocated to the account of Mr. Barnes.
(8) Includes 150,000 shares subject to stock options which are currently
exercisable at an average exercise price of $13.96 per share, and 2,700
shares held by the 401(k) Plan and allocated to the account of Mr. George.
(9) Includes 43,504 shares subject to stock options which are currently
exercisable at an average exercise price of $13.82 per share, and 2,628
shares held by the 401(k) Plan and allocated to the account of Mr. Cox.
(10) Includes 42,277 shares subject to stock options which are currently
exercisable at an average exercise price of $18.13 per share, and 2,403
shares held by the 401(k) Plan and allocated to the account of Mr.
Abernathy.
(11) Includes 8,000 shares subject to stock options which are currently
exercisable or exercisable within sixty days of March 15, 1997, at an
average exercise price of $21.36 per share.
(12) Includes 445,351 shares subject to stock options which are currently
exercisable or exercisable within sixty days of March 15, 1997, at an
average exercise price of $15.60 per share, and 13,623 shares held by the
401(k) Plan and allocated to the accounts of such individuals.
-8-
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information with respect to the
compensation of the Company's Chairman of the Board of Directors, the Company's
Chief Executive Officer and each of the Company's four other most highly
compensated executive officers, based on salary and bonus earned during fiscal
1996, for services in all capacities to the Company and its subsidiaries during
each of the Company's last three fiscal years.
LONG-TERM COMPENSATION
-----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------- ----------------------- ----------
SECURITIES
RESTRICTED UNDERLYING LONG-TERM
OTHER ANNUAL STOCK OPTIONS/ INCENTIVE ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($) (#)(2) ($) ($)(3)
- ------------------------- ---- ------ ----- ------------ ---------- ---------- --------- ------------
Charles C. Stephenson, Jr., 1996 40,000(4) -0- -0- -0- -0- -0- -0-
Chairman of the Board of 1995 40,000(4) -0- -0- -0- -0- -0- -0-
Directors 1994 10,000(4) -0- -0- -0- -0- -0- -0-
Jo Bob Hille, 1996 150,000 -0- -0- -0- -0- -0- -0-
Vice Chairman of the Board 1995 150,000 -0- -0- -0- -0- -0- -0-
of Directors and Chief 1994 150,000 -0- -0- -0- -0- -0- -0-
Executive Officer
S. Craig George, 1996 183,000 -0- -0- -0- 30,000 -0- 4,750
President and Chief 1995 167,917 -0- -0- -0- 60,000 -0- 4,620
Operating Officer 1994 158,000 -0- -0- -0- 40,000 -0- 4,620
William C. Barnes, 1996 173,000 -0- -0- -0- 40,000 -0- 4,750
Executive Vice President 1995 165,000 -0- -0- -0- -0- -0- 4,620
and Chief Financial 1994 158,000 -0- -0- -0- 40,000 -0- 4,620
Officer
Robert W. Cox, 1996 160,000 -0- -0- -0- 15,000 -0- 4,750
Vice President- 1995 155,000 -0- -0- -0- -0- -0- 4,620
General Counsel 1994 149,000 -0- -0- -0- 15,000 -0- 4,470
William L. Abernathy, 1996 137,000 -0- -0- -0- 35,000 -0- 4,107
Senior Vice President- 1995 130,000 -0- -0- -0- -0- -0- 3,900
Acquisitions 1994 122,000 -0- -0- -0- 40,000 -0- 3,660
- ---------------
(1) Does not include the value of perquisites and other personal benefits
because the aggregate amount of such compensation, if any, does not exceed
the lesser of $50,000 or 10 percent of the total amount of annual salary
and bonus for any named individual.
(2) Consists solely of options to acquire shares of Common Stock.
(3) Represents Company contributions to the 401(k) Plan.
(4) Mr. Stephenson is entitled to receive an annual base salary of $100,000
pursuant to his employment agreement with the Company. He has waived his
right to receive the unpaid portion of his base salary for 1996, 1995 and
1994. It is anticipated that the full amount due under his employment
agreement will not be paid during 1997.
-9-
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information with respect to options
granted to the named executive officers of the Company during fiscal 1996. The
Company has never granted any stock appreciation rights.
INDIVIDUAL GRANTS
- -------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/ POTENTIAL REALIZABLE VALUE
UNDERLYING SARS AT ASSUMED ANNUAL RATES
OPTIONS/ GRANTED TO OF STOCK PRICE APPRECIATION
SARS EMPLOYEES EXERCISE OR FOR OPTION TERM(3)
GRANTED IN FISCAL BASE PRICE EXPIRATION -----------------------------
NAME (#)(1) YEAR ($/SH)(2) DATE 5%($) 10%($)
- ---------------------------- ------ ---------- ----------- ---------- ------- ---------
Charles C. Stephenson, Jr. -0- -0- -0- -0- -0- -0-
Jo Bob Hille -0- -0- -0- -0- -0- -0-
S. Craig George 30,000(4) 9.6 19.375 3/14/06 365,545 926,363
William C. Barnes 40,000(4) 12.8 19.375 3/14/06 487,393 1,235,150
Robert W. Cox 15,000(4) 4.8 19.375 3/14/06 182,773 463,181
William L. Abernathy 35,000(4) 11.2 19.375 3/14/06 426,469 1,080,757
- -----------------------------
(1) Consists solely of options to acquire shares of Common Stock. The options
were granted for a term of ten years, subject to earlier termination in
certain events related to termination of employment. The exercise price of
the options is equal to the fair market value of the Common Stock on the
date of grant. Under the terms of the Company's 1990 Stock Plan, the
Compensation Committee retains discretion, subject to plan limits, to
modify the terms of the options and to reprice the options. In the event
of a Change in Control, as defined in the Company's 1990 Stock Plan, the
options become fully exercisable immediately.
(2) The exercise price of the options is equal to the fair market value of the
Common Stock on the date of grant.
(3) Potential realizable value illustrates the value that might be realized
upon exercise of the options immediately prior to the expiration of their
term (ten years from the date of grant), assuming that the Common Stock
appreciates in value from the date of grant to the end of the option term
at rates of 5% and 10%, respectively, compounded annually.
(4) These options become exercisable in increments over a three-year period
from March 15, 1996, the date of grant. The option exercise price may be
paid in cash, by delivery of already-owned shares, or a combination
thereof, or, at the discretion of the Compensation Committee, by a
promissory note. Tax withholding obligations, if any, related to exercise
may be paid by offset of the underlying shares, subject to certain
conditions.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
The following table sets forth certain information with respect to options
exercised by the named executive officers of the Company during fiscal 1996, and
the number and value of unexercised options held by such executive officers at
the end of the fiscal year. The Company has never granted any stock
appreciation rights.
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VALUE OF UNEXERCISED
SHARES NUMBER OF SECURITIES IN-THE-MONEY
ACQUIRED UNDERLYING UNEXERCISED OPTIONS/SARS AT FY-END
ON VALUE OPTIONS/SARS AT FY-END(#) ($)(1)(2)
EXERCISE REALIZED ------------------------- ------------------------
NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- --------- ------- ----------- ------------- ----------- -------------
Charles C. Stephenson, Jr. -0- -0- -0- -0- -0- -0-
Jo Bob Hille -0- -0- -0- -0- -0- -0-
S. Craig George -0- -0- 165,106 141,894 3,499,535 2,321,695
William C. Barnes -0- -0- 116,666 91,802 2,424,981 1,651,357
Robert W. Cox -0- -0- 68,783 35,517 1,672,004 583,466
William L. Abernathy 50,000 546,250 44,483 80,517 728,409 1,329,716
- ---------------
(1) Market value of the underlying securities at exercise date or fiscal year-
end, as the case may be, minus the option exercise price.
(2) The closing price for the Common Stock on the New York Stock Exchange on
December 31, 1996, the last trading day of the fiscal year, was $34.50.
EMPLOYMENT AGREEMENTS AND CHANGE
IN CONTROL ARRANGEMENTS
The Company has employment agreements with two of the named executive
officers of the Company.
On January 7, 1987, the Company entered into employment agreements with
Messrs. Stephenson and Hille, now Chairman of the Board and Vice Chairman of the
Board and Chief Executive Officer of the Company, respectively. Each agreement
provides for (a) an annual base salary of $100,000, subject to review and
adjustment (upwards only) by the Board of Directors, and (b) such other
compensation and benefits as determined by the Board of Directors. The initial
term of each agreement extended through December 31, 1991, and each agreement is
automatically extended for additional periods of one year each until terminated
by either the employee or the Company. Each agreement further provides that in
the event of termination of the employee's employment prior to expiration of the
term of such agreement (a) by the Company for any reason other than death,
disability, cause or the employee's material breach of such agreement, or (b) by
the employee as a result of a material breach of such agreement by the Company,
the employee will be entitled to receive his base salary and other compensation
and benefits to which he is entitled for the balance of such term.
All outstanding awards under the Vintage Petroleum, Inc. 1990 Stock Plan,
regardless of any limitations or restrictions, become fully exercisable and free
of all restrictions, in the event of a Change in Control of the Company, as
defined in such Plan. In such event, with certain exceptions, participants will
receive cash payments equal to the value of their outstanding awards based on
the "change of control price" as defined in such Plan.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
The Compensation Committee of the Board of Directors administers the
Company's executive compensation program. During 1996, the Committee was
comprised of the two outside directors of the Company (Messrs. Lawrence and
McNabb), the Chairman of the Board of Directors of the Company (Mr. Stephenson)
and the Vice Chairman of the Board of Directors and Chief Executive Officer of
the Company (Mr. Hille). All decisions of the Committee relating to the
compensation of the executive officers of the Company are reviewed by the full
Board of Directors, except for decisions about options or awards under the
Company's 1983 Stock Option Plan and 1990 Stock Plan, which were made solely by
the Committee during 1996 in order for the grants or awards under such plans to
satisfy Rule 16b-3
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under the Securities Exchange Act of 1934. Members of the Committee are not
eligible to receive options or awards under such Plans.
Overall Executive Compensation Policy. The overall policy of the Company's
executive compensation program is to attract, retain and reward executives who
are capable of leading the Company in achieving its business objectives and
strategies in a highly competitive industry. The executive compensation program
basically consists of two elements: salary and stock options.
A 1993 amendment to the Internal Revenue Code of 1986, as amended, provides
that no publicly-held company shall be permitted to deduct from its income taxes
compensation exceeding $1 million paid to its chief executive officer or any of
its four other highest paid executive officers unless (a) the compensation is
payable solely on account of the attainment of performance goals, (b) the
performance goals are determined by a compensation committee of two or more
outside directors, (c) the material terms under which the compensation is paid
are disclosed to and approved by the stockholders, and (d) the compensation
committee certifies that the performance goals were met. Neither the Committee
nor the Company expects this amendment to have an impact, or result in the loss
of a material deduction, with respect to compensation paid to such executive
officers, including stock options granted to such executive officers.
Salary. The Committee reviews each executive officer's salary annually.
The employment agreements of certain executive officers of the Company set
certain minimum salary levels for such officers. The Committee believes there
is necessarily some subjectivity in setting the salaries of the Company's
executive officers and does not follow specific objective performance criteria
when setting such salaries. In determining appropriate salary levels for 1996,
the Committee primarily considered the individual's past performance, the past
performance of the Company and the individual's contribution to that
performance. The Committee also considered the executive's level and scope of
responsibility, experience, internal equity of the Company's executive
compensation program, and the compensation practices of other companies in the
oil and gas industry for executives of similar responsibility.
Stock Options. The Committee relies heavily upon stock options to
compensate the executive officers of the Company. The Committee believes that
stock options encourage and reward effective management that results in long-
term corporate financial success, as measured by stock price appreciation.
Options granted by the Committee are generally not exercisable until after three
years from the date of grant. In addition, the exercise price of options
granted by the Committee equals the fair market value of the Common Stock on the
date of grant. The Committee believes that granting options in this manner
aligns the interests of the Company's executives with those of the Company's
stockholders since the value of an option bears a direct relationship to the
Company's stock price.
Options granted to executive officers during 1996 were based on the
subjective evaluation of the executive's ability to influence the Company's
long-term growth and profitability and to reward outstanding past individual
performance and contributions to the Company.
Chairman and CEO Compensation. Mr. Stephenson, who served as Chairman of
the Board of Directors of the Company during 1996, is entitled to receive an
annual base salary of $100,000 pursuant to his Employment Agreement with the
Company dated January 7, 1987, as described above. Mr. Stephenson, however,
elected to receive only $40,000 of his base salary for 1996, and waived his
right to receive the unpaid portion of his base salary for 1996. Mr. Stephenson
received no other compensation for 1996. Despite electing to receive minimal
compensation for his efforts, Mr. Stephenson, as the Company's largest single
stockholder, has strong incentive to create value for stockholders.
-12-
Mr. Hille, who served as Chief Executive Officer of the Company during
1996, is entitled to receive a minimum annual base salary of $100,000 pursuant
to his Employment Agreement with the Company dated January 7, 1987, as described
above. Mr. Hille's base salary is set in the same manner utilized by the
Committee when setting the salaries of the Company's other executive officers as
discussed above. Mr. Hille received no other compensation for 1996. Mr. Hille,
as one of the Company's largest stockholders, also has strong incentive to
create value for stockholders.
Compensation Committee
----------------------
Charles C. Stephenson, Jr.
Jo Bob Hille
Bryan H. Lawrence
John T. McNabb, II
The Report of the Compensation Committee of the Board of Directors 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, as amended, or the Securities Exchange Act of 1934, as amended, except to
the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1996, the following executive officers of the Company were members
of the Compensation Committee and participated in deliberations concerning
executive officer compensation: Charles C. Stephenson, Jr. and Jo Bob Hille.
The other two members of the Compensation Committee during 1996 were the two
outside directors of the Company, Bryan H. Lawrence and John T. McNabb, II.
Mr. Stephenson is a director of Growth Capital Partners, Inc. and GCP
Securities, Inc. Mr. McNabb is an executive officer of these entities.
During 1996, the Company acquired interests in certain oil and gas
properties from Sands Reserve Company ("Sands") for a cash purchase price of
approximately $666,000, in the aggregate. The majority stockholder of Sands
is Steven C. Stephenson, son of Mr. Stephenson. Mr. Stephenson is a director and
stockholder of Sands. Management believes that the amount paid to purchase such
interests is comparable to the amount which would have been paid to an unrelated
seller.
Dillon Read acted as a Managing Underwriter of the Company's concurrent
public offerings of 1,500,000 shares of Common Stock and $100,000,000 of 8%
Senior Subordinated Notes Due 2009 of the Company which were consummated on
February 5, 1997, and received certain fees from the Company for its services.
Mr. Lawrence is a Managing Director of Dillon Read.
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the cumulative
total stockholder return on the Company's Common Stock during the period
commencing January 1, 1992, and ending on December 31, 1996, with the cumulative
total return on the S&P 500 Index and an index of peer companies (weighted by
market capitalization) selected by the Company. Companies in the peer group are
as follows: Apache Corporation, Barrett Resources Corporation, Cabot Oil & Gas
Corporation, Cross Timbers Oil Company, Devon Energy Corporation, Forest Oil
Corporation, The Louisiana Land and Exploration Corporation, Noble Affiliates,
Inc., Nuevo Energy Company, Oryx Energy Company, Parker & Parsley Petroleum
Company, Pogo Producing Company, Santa Fe Energy Resources, Inc., Seagull Energy
Corporation, Snyder Oil Corporation and United Meridian Corporation. The
comparison assumes
-13-
$100 was invested on December 31, 1991, in the Company's Common Stock and in
each of the foregoing indices and assumes reinvestment of dividends.
[PERFORMANCE GRAPH APPEARS HERE]
1991 1992 1993 1994 1995 1996
Vintage $100 $193 $280 $262 $350 $540
S&P 500 $100 $108 $118 $120 $165 $203
Peer Group $100 $110 $137 $123 $147 $221
The above performance graph 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, as amended, or the Securities
Exchange Act of 1934, as amended, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
CERTAIN TRANSACTIONS
Dillon Read acted as a Managing Underwriter of the Company's concurrent
public offerings of 1,500,000 shares of Common Stock and $100,000,000 of 8%
Senior Subordinated Notes Due 2009 of the Company which were consummated on
February 5, 1997, and received certain fees from the Company for its services.
Bryan H. Lawrence, a Managing Director of Dillon Read, is a director of the
Company.
During 1996, the Company acquired interests in certain oil and gas
properties from Sands for a cash purchase price of approximately $666,000, in
the aggregate. The majority stockholder of Sands is Steven C. Stephenson, son of
Charles C. Stephenson, Jr., Chairman of the Board of the Company. Charles C.
-14-
Stephenson, Jr. is a director and stockholder of Sands. Management believes
that the amount paid to purchase such interests is comparable to the amount
which would have been paid to an unrelated seller.
Since January 1, 1996, certain executive officers of the Company have been
indebted to the Company in amounts in excess of $60,000 under various notes.
The following table sets forth, as to the persons shown, the largest amounts of
their indebtedness outstanding during such period and the interest rates,
maturity dates and the outstanding balances of such indebtedness as of March 25,
1997:
LARGEST RANGE OF OUTSTANDING
AMOUNT OF INTEREST MATURITY BALANCE AT
NAME INDEBTEDNESS RATE DATES OF NOTES MARCH 25, 1997
- --------------------------- ------------ --------- ------------------- --------------
S. Craig George(1)......... $ 702,473 (2) 7/3/97 to 8/11/97 $ 702,473
William C. Barnes(1)....... 916,508 (2) 5/11/97 to 12/30/98 858,393
Robert W. Cox(1)........... 791,498 (2) 7/21/97 to 8/12/97 383,378
William L. Abernathy(1).... 1,106,220 (2) 4/7/97 to 7/10/98 1,106,220
William E. Dozier(1)....... 206,250 (2) 7/27/97 206,250
Michael F. Meimerstorf(1).. 348,784 (2) 5/12/97 to 2/22/98 348,784
Barry D. Quackenbush(1).... 229,464 (2) 10/9/98 229,464
- ------------
(1) This indebtedness was incurred to fund the purchase of shares of Common
Stock upon exercise of options under the Company's Stock Option Plans and
is secured by shares of Common Stock.
(2) This indebtedness bears interest at Mellon Bank, N.A. prime rate.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
ten percent of the Common Stock, to report their initial ownership of the Common
Stock and any subsequent changes in that ownership to the SEC and the New York
Stock Exchange, and to furnish the Company with a copy of each such report. SEC
regulations impose specific due dates for such reports, and the Company is
required to disclose in this Proxy Statement any failure to file by these dates
during and with respect to fiscal 1996.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during and with respect to fiscal 1996, all Section 16(a)
filing requirements applicable to its officers, directors and more than ten
percent stockholders were complied with.
OTHER MATTERS
MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING
The Board of Directors knows of no matters other than those described in
this Proxy Statement which will be brought before the Annual Meeting for a vote
of the stockholders. If any other matter
-15-
properly comes before the Annual Meeting for a stockholder's vote, the persons
named in the accompanying proxy will vote thereon in accordance with their best
judgment. The Company's By-laws require that for business to be properly
brought before a meeting of stockholders by a stockholder, notice must be
received by the Secretary of the Company not less than 45 nor more than 90 days
before the meeting. The notice must contain a brief description of the business
proposed to be brought before the meeting.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the Company's 1998
Annual Meeting of Stockholders must be received at the principal executive
offices of the Company, 4200 One Williams Center, Tulsa, Oklahoma 74172, on or
before December 1, 1997, to be considered for inclusion in the Company's proxy
statement and accompanying proxy for that meeting.
ANNUAL REPORT
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1996, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE
FURNISHED WITHOUT CHARGE TO STOCKHOLDERS UPON WRITTEN REQUEST TO: WILLIAM C.
BARNES, SECRETARY, VINTAGE PETROLEUM, INC., 4200 ONE WILLIAMS CENTER, TULSA,
OKLAHOMA 74172.
By Order of the Board of Directors,
William C. Barnes
Secretary
March 31, 1997
Tulsa, Oklahoma
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[LOGO]
VINTAGE PETROLEUM, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 13, 1997
The undersigned hereby appoints Charles C. Stephenson, Jr., Jo Bob Hille and
William C. Barnes, and each of them, with full power of substitution, as proxies
to represent and vote all of the shares of Common Stock the undersigned is
entitled to vote at the Annual Meeting of Stockholders of Vintage Petroleum,
Inc. to be held on the 13th day of May, 1997, at 10:00 a.m., local time, in the
Green Room on the 9th Floor, Bank of Oklahoma Tower, One Williams Center, Tulsa,
Oklahoma, and at any and all adjournments thereof, on all matters coming before
said meeting.
PLEASE MARK, SIGN AND DATE THE PROXY ON THE OTHER SIDE
AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(continued on other side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED Please mark
IN THE MANNER DIRECTED HEREIN BY THE STOCKHOLDER. your votes as
IF NO DIRECTION IS MADE, THIS PROXY WILL BE indicated in [X]
VOTED FOR PROPOSALS 1, 2 AND 3. this example
1. ELECTION OF DIRECTOR.
Nominee: William C. Barnes
[_] FOR the nominee. [_] WITHHOLD AUTHORITY to
vote for the nominee.
2. APPROVAL OF AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 40,000,000
TO 80,000,000.
[_] FOR [_] AGAINST [_] ABSTAIN
3. RATIFICATION OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITOR OF THE COMPANY
FOR 1997.
[_] FOR [_] AGAINST [_] ABSTAIN
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND AT ANY AND ALL
ADJOURNMENTS THEREOF.
----------------------------------------
Signature
----------------------------------------
Signature if held jointly
Dated: , 1997
---------------------------
Please sign exactly as name appears
herein, date and return promptly. When
shares are held by joint tenants, both
must 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 duly authorized
officer and give title of officer. If a
partnership, please sign in partnership
name by authorized person and give title
or capacity of person signing.