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
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|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Double Eagle Petroleum Co.
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or the Form or Schedule and the date of its filing.
1. Amount Previously Paid: Not applicable
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4. Date Filed: Not applicable
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DOUBLE EAGLE PETROLEUM CO.
777 Overland Trail
Casper, Wyoming 82601
(307) 237-9330
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on January 27, 2003
To our Stockholders:
The Annual Meeting of Stockholders of Double Eagle Petroleum Co., a
Maryland corporation (the "Company"), will be held at the Casper Petroleum Club,
1301 Wilkins Circle, Casper, Wyoming, on Monday, January 27, 2003 at 10:00 a.m.,
for the following purposes:
1. To elect five directors to the Company's Board Of Directors;
2. To consider and vote upon a proposal recommended by the Board of
Directors to approve the Company's 2003 Stock Option And Compensation
Plan;
3. To ratify the selection of Lovelett, Skogen & Associates, P.C. to
serve as the Company's independent certified public accountants for
the year ending August 31, 2003; and
4. To transact any other business that properly may come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on December 13, 2002
are entitled to notice of, and to vote at, the annual stockholders' meeting.
All stockholders are extended a cordial invitation to attend the Annual
Meeting of Stockholders.
By Order of the Board Of Directors.
/s/ CAROL A. OSBORNE
-----------------------------------
CAROL A. OSBORNE
Corporate Secretary
Casper, Wyoming
January 7, 2003
- --------------------------------------------------------------------------------
THE FORM OF PROXY IS ENCLOSED. TO ASSURE THAT YOUR SHARES WILL BE VOTED AT THE
MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED, POSTAGE PREPAID, ADDRESSED ENVELOPE. NO ADDITIONAL POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES. THE GIVING OF A PROXY WILL NOT AFFECT
YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
PROXY STATEMENT
DOUBLE EAGLE PETROLEUM CO.
777 Overland Trail
Casper, Wyoming 82601
(307) 237-9330
ANNUAL MEETING OF STOCKHOLDERS
to be held
January 27, 2003
GENERAL INFORMATION
The enclosed proxy is solicited by and on behalf of the management of
Double Eagle Petroleum Co. (the "Company") for use at the Company's Annual
Meeting of Stockholders (the "Annual Meeting") to be held at 10:00 a.m., at the
Casper Petroleum Club, 1301 Wilkins Circle, Casper, Wyoming, on Monday, January
27, 2003, and at any adjournment of the Annual Meeting. It is planned that this
Proxy Statement and the accompanying proxy will be mailed to the Company's
stockholders on or about January 7, 2003.
Any person signing and mailing the enclosed proxy may revoke it at any time
before it is voted by giving written notice of the revocation to the Company's
corporate secretary, or by electing to vote in person at the Annual Meeting.
The cost of soliciting proxies, including the cost of preparing, assembling
and mailing this proxy material to stockholders, will be borne by the Company.
Solicitations will be made only by use of the mails, except that, if necessary,
officers and regular employees of the Company may make solicitations of proxies
by telephone or telegraph or by personal calls. Brokerage houses, custodians,
nominees and fiduciaries will be requested to forward the proxy soliciting
materials to the beneficial owners of the Company's shares held of record by
such persons and the Company will reimburse them for their charges and expenses
in this connection.
All voting rights are vested exclusively in the holders of the Company's
$0.10 par value common stock (the "Common Stock"), with each share entitled to
one vote. Only stockholders of record at the close of business on December 13,
2002 are entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof. On December 13, 2002, the Company had 6,511,518 shares
outstanding. Cumulative voting is not permitted in the election of directors or
otherwise.
A majority of the issued and outstanding shares of common stock entitled to
vote, represented either in person or by proxy, constitutes a quorum at any
meeting of the stockholders. If sufficient votes for approval of the matters to
be considered at the Annual Meeting have not been received prior to the meeting
date, the Company may postpone or adjourn the Annual Meeting in order to solicit
additional votes. The form of proxy being solicited by this proxy statement
requests authority for the proxy holders, in their discretion, to vote the
stockholders' shares with respect to a postponement or adjournment of the Annual
Meeting. At any postponed or adjourned meeting, proxies received pursuant to
this proxy statement will be voted in the same manner described in this proxy
statement with respect to the original meeting.
An Annual Report to Stockholders, including financial statements for the
fiscal year ended August 31, 2002, is being mailed to stockholders with this
Proxy Statement, but that Annual Report does not constitute part of the proxy
soliciting material.
1
1. ELECTION OF DIRECTORS
At the Annual Meeting, the stockholders will elect five members of the
Board Of Directors of the Company. Each director will be elected to hold office
until the next annual meeting of stockholders and thereafter until his or her
successor is elected and has qualified. The affirmative vote of a majority of
the shares represented at the Annual Meeting is required to elect each director.
Cumulative voting is not permitted in the election of directors. In the absence
of instructions to the contrary, the persons named in the accompanying proxy
shall vote the shares represented by that proxy for the persons named below as
management's nominees for directors of the Company. Each of the nominees
currently is a director of the Company. There is no nominating committee of the
Board Of Directors. Thomas J. Vessels, who currently is a director, requested
that he not be nominated for an additional term as director. His term as
director will expire at the January 27, 2003 stockholders meeting.
The Company's bylaws contain a specific provision regarding nominations
made by stockholders for the election of directors. This provision requires that
written notice of proposed nominations made by stockholders for the election of
directors must be received by the Company not less than 53 days nor more than 90
days prior to the meeting (or, if fewer than 60 days' notice of the meeting is
given or made to stockholders, not later than the seventh day following the day
on which the notice of the date of the meeting was mailed to stockholders). The
notice must contain certain information about the proposed nominee, including
name, age, business address, principal occupation or employment for the five
years preceding the date of the notice, the number of shares of stock of the
Company beneficially owned by the nominee, and any arrangement, affiliation,
association, agreement or other relationship of the nominee with any
stockholder. The Board Of Directors, or a nominating committee of the Board if
one is formed in the future, will consider nominations for directors submitted
by stockholders in accordance with the above procedure. The chairman of any
meeting of stockholders may, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with this procedure and
that the defective nomination will be disregarded.
Each of the nominees has consented to be named in this proxy statement and
to serve on the Board if elected. It is not anticipated that any nominee will
become unable or unwilling to accept nomination or election, but, if that should
occur, the persons named in the proxy intend to vote for the election of such
other person as the Board Of Directors may recommend.
The following table sets forth, with respect to each nominee for director,
the nominee's age, his or her positions and offices with the Company, the
expiration of his or her term as a director, and the year in which he or she
first became a director of the Company. Individual background information
concerning each of the nominees follows the table. For additional information
concerning the nominees for director, including stock ownership and
compensation, see "Executive Compensation", "Security Ownership Of Certain
Beneficial Owners And Management", and "Certain Relationships And Related
Transactions".
Position With The Expiration Of Term As Initial Date
Name Age Company (1) Director As Director
---- --- -------------- -------- -----------
Stephen H. Hollis 52 Chief Executive Officer, Next Annual Meeting 1989
President, Treasurer,
and Director
Roy G. Cohee 53 Director (2) Next Annual Meeting 2001
Ken M. Daraie 43 Director (2) Next Annual Meeting 1997
Beth McBride 44 Director (2) Next Annual Meeting 2001
Thomas A. Prendergast 69 Director (2) Next Annual Meeting 2002
- ----------------------------
2
(1) The Company has three executive officers who are not named in the above
table, Carol A. Osborne, D. Steven Degenfelder, and Robert D. Brady, Jr.
Ms. Osborne, 50, has served as Secretary of the Company since January 1996
and previously served as the Assistant Secretary from December 1989 until
January 1996. In addition, Ms. Osborne has served as the Company's Office
Manager since 1981. Mr. Degenfelder, 46, has served as Vice President of
the Company since February 1998. Mr. Degenfelder began his career in the
oil and gas business as a roustabout in the oil fields of southeast New
Mexico. After graduating from college in 1979, he held various land
positions with Marathon Oil Company from 1979 to 1981, Paintbrush Petroleum
Corporation from 1981 to 1985, and Tyrex Oil Company from 1985 to 1995,
where he served as Vice President and Director. Mr. Degenfelder served as
Deputy Director of the Wyoming Office of State Lands and Investments from
1995 to 1997. He currently serves as Chairman of the Petroleum Association
of Wyoming and as a Commissioner on the Natrona County Planning and Zoning
Commission. He is a member of the American Association of Professional
Landmen and is past President of the Wyoming Association of Professional
Landmen. Mr. Degenfelder is a Certified Professional Landman and received
his degree in Business Administration from Texas Tech University in 1979.
Mr. Brady, 44, has served as Vice President of Engineering and Operations
since April 2002. He has 24 years experience in natural gas and oil
industry operations. Mr. Brady was Operations Manager for Prima Oil & Gas
from October 2000 until April 2002. Prior to working for Prima, Mr. Brady
was Vice President of Engineering and Operations for Evergreen Operating
Corporation. He graduated from the Colorado School of Mines in 1984 with a
Bachelor of Science degree in Petroleum Engineering. He has been a member
of the Society of Petroleum Engineers since 1982.
(2) Member of Audit Committee and Compensation Committee. Thomas J. Vessels,
whose term as a director will expire at the January 27, 2003 stockholders
meeting, also currently serves on these committees.
Stephen H. Hollis has served as the President and Chief Executive Officer
of the Company since January 1994 and previously served as a Vice-President of
the Company from December 1989 through January 1994. Mr. Hollis has served as a
Director of the Company since December 1989. Mr. Hollis has served as the
Vice-President of Hollis Oil & Gas Co., a small oil and gas company, since
January 1994 and served as the President of Hollis Oil & Gas Co. from June 1986
through January 1994. Mr. Hollis was a geologist for an affiliate of United
Nuclear Corporation from 1974 to 1977 and a consulting geologist from 1977 to
1979. In 1979, Mr. Hollis joined Marathon Oil Company and held various positions
until 1986, when he founded Hollis Oil & Gas Co. Mr. Hollis is a past President
of the Wyoming Geological Association and past President of the Rocky Mountain
Section of the AAPG. Mr. Hollis received a B.A. Degree in Geology from the
University of Pennsylvania in 1972 and a Masters Degree in Geology from Bryn
Mawr College in 1974.
Roy G. Cohee has served as a Director of the Company since January 25,
2001. He has served as President of C & Y Transportation Co. since 1986. C & Y
Transportation Co. started business in Casper, Wyoming in 1966 and is a
privately held company focused on the transportation and storage of oil field
equipment and supplies throughout the Western U.S. and Canada. Mr. Cohee has
been with the firm since its beginning in 1966. Mr. Cohee was elected to his
first term in the Wyoming House of Representatives in 1998 and currently in his
second term and sits on the House Highways and Transportation Committee and the
House Revenue Committee.
Ken M. Daraie has served as a Director of the Company since February 1997.
Mr. Daraie began his career with Sun Exploration and Production Co. as a
Petroleum Engineer from 1982 to 1990. In 1990, he joined Conoco, Inc., in
Casper, where he held engineering positions until 1994. From 1994 to 1995, Mr.
Daraie worked for the Fluor Daniel Corporation and Barlow & Haun, Inc. as
Project Manager and General Manager, respectively. In 1995, Mr. Daraie founded
3
Continental Industries, LC, an independent oil and gas production/service
company, where he currently serves as President. Mr. Daraie is a past Chairman
of the Board of Energy West Federal Credit Union and currently serves on the
Casper Planning and Zoning Commission. Mr. Daraie received a Bachelor's Degree
in Physics from Baylor University in 1979 and a Bachelor of Science Degree in
Petroleum Engineering from the University of Texas in 1982.
Beth McBride has served as a Director of the Company since January 25,
2001. She has been President and member of the Board of Directors of Legacy
Energy Corporation since co-founding the company in 1990. Legacy Energy
Corporation is a privately held oil and gas exploration company in Denver,
Colorado. Ms. McBride was a geophysicist for Superior Oil Company in Houston,
Texas from 1981 through 1984, and held various exploration positions with Mobil
Oil Corporation in Dallas, Texas and Denver, Colorado from 1985 to 1990. Ms.
McBride received a B.Sc. degree in Geophysical Engineering from Colorado School
of Mines in 1980.
Thomas A. Prendergast is a Certified Public Accountant and graduated from
Fordham University in 1955 with a Bachelor of Science Degree. He has served as a
Director of the Company since July 2002. Since 1986, Mr. Prendergast has been
Chairman of the Board of Scot Holdings, Inc., a Texas based investment company.
Mr. Prendergast also served as Chairman of Market Guide, Inc. until September
1999, when it merged with another internet company. Mr. Prendergast has served
as a Director on 16 public boards in various industries. Mr. Prendergast was a
founder and President of the El Paso Community College in El Paso, Texas, where
he served for thirteen years.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers, and
holders of more than 10 percent of the Company's Common Stock to file with the
Securities And Exchange Commission (the "SEC") initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. The Company believes that during the fiscal year ended August 31,
2002, its officers, directors and holders of more than 10 percent of its
outstanding Common Stock complied with all Section 16(a) filing requirements. In
making these statements, the Company has relied upon the written representations
of its directors and officers.
Board And Committee Meetings
The Board Of Directors met four times during the fiscal year ended August
31, 2002, and each director participated in at least 75 percent of the aggregate
of the total number of meetings of the Board and of all committees of the Board
on which that director served during the year.
The Board Of Directors currently maintains a Compensation Committee and an
Audit Committee. The Compensation Committee met two times during the fiscal year
ended August 31, 2002 and all members of the Compensation Committee participated
in all the meetings. The Compensation Committee has the authority to establish
policies concerning compensation and benefits for employees of the Company. The
Compensation Committee reviews and makes recommendations concerning the
Company's compensation policies and the implementation of those policies and
determines compensation and benefits for executive officers. The Compensation
Committee currently consists of Messrs. Daraie, Prendergast and Cohee, Ms.
McBride, and Thomas J. Vessels, who requested not to be nominated for a new term
as director and whose current term as director will expire at the January 27,
2003 stockholders meeting.
The Audit Committee is primarily responsible for the effectiveness of the
Company's accounting policies and practices, financial reporting and internal
controls. The Audit Committee charter was adopted by the Board Of Directors in
July 2000. A copy of the Audit Committee charter is attached as Exhibit A to the
4
Company's definitive Proxy Statement regarding the Annual Meeting of the
Company's Stockholders held on January 25, 2001. A copy of that Proxy Statement
and the accompanying Audit Committee charter were filed with the SEC on January
4, 2001 and can be found on the SEC's website at www.sec.gov. The functions of
the Audit Committee and its activities during the fiscal year ended August 31,
2001 are described below under the heading "Audit Committee Report". During the
fiscal year ended August 31, 2002, the Board examined the composition of the
Audit Committee in light of the adoption by the SEC and the National Association
Of Securities Dealers Inc. (the "NASD") of rules governing audit committees of
issuers, such as the Company, whose securities are quoted on the NASD's Nasdaq
system. Based upon this examination, the Board confirmed that all members of the
Audit Committee are "independent" within the meaning of the Nasdaq's current
rules. As a result of the recently enacted Sarbanes-Oxley Act of 2002, Nasdaq
has proposed new rules that, if approved by the SEC, will impact the Audit
Committee's operations and membership. The Corporation intends to modify the
Audit Committee charter to correspond to these new rules when approved by the
SEC.
Audit Committee Report
The report of the Audit Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act or the Exchange Act, except
to the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process, including the systems of
internal controls. In fulfilling its oversight responsibilities, the Committee
reviewed and discussed with management the audited financial statements in the
Company's Annual Report on Form 10-KSB for the year ended August 31, 2002 and
the unaudited financial statements included in the Quarterly Reports on Form
10-QSB for the first three quarters of the fiscal year ended August 31, 2002.
The Committee discussed with the independent auditors, who are responsible
for expressing an opinion on the conformity of audited financial statements with
generally accepted accounting principles, the auditors' judgments as to the
quality, not just the acceptability, of the Company's accounting principles and
such other matters as are required to be discussed by the auditors with the
Committee under Statement on Auditing Standard No. 61, as amended. In addition,
the Committee discussed with the independent auditors the auditors' independence
from management and the Company, including the matters in the written
disclosures and the letter required by the Independence Standards Board Standard
No. 1. The Committee considered whether the auditors' providing services on
behalf of the Company other than audit services is compatible with maintaining
the auditors' independence.
The Committee discussed with the Company's independent auditors the overall
scope and plans for their respective audits. The Committee meets with the
independent auditors, with and without management present, to discuss the
results of the auditors' examinations, their evaluations of the Company's
internal controls, and the overall quality of the Company's financial reporting.
The Committee met four times during the fiscal year ended August 31, 2002 and
has thus far subsequently met once.
5
In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors, and the Board has approved, that the
audited financial statements be included in the Annual Report on Form 10-KSB for
the year ended August 31, 2002 for filing with the SEC. The Committee also
selected the Company's independent auditors.
The Audit Committee
Ken M. Daraie
Thomas J. Vessels
Beth McBride
Roy G. Cohee
Thomas A. Prendergast
Executive Compensation
Summary Compensation Table
The following table sets forth in summary form the compensation received
during each of the Company's last three completed fiscal years by Stephen H.
Hollis, the Company's Chief Executive Officer and President. Other than Mr.
Hollis, no employee of the Company received total salary and bonus exceeding
$100,000 during any of the last three fiscal years.
Annual Compensation
Long-Term Other Annual
Name and Fiscal Year Salary Bonus Compensation-- Compen-
Principal Position Ended ($)(1) ($) Options (#) Sation ($)
- --------------------- ----------- ------- ------- -------------- ----------
Stephen H. Hollis, 2002 $72,000 $48,000 25,000 -0-
Chief Executive 2001 $72,000 $30,000 50,000 -0-
Officer and President 2000 $72,000 $22,500 50,000 -0-
- ------------------
(1) The dollar value of base salary (cash and non-cash) received.
Option Grants Table
The following table sets forth information concerning individual grants of
stock options made during the fiscal year ended August 31, 2002 to the Company's
Chief Executive Officer and President. See "--Stock Option Plans".
Option Grants For Fiscal Year Ended August 31, 2002
---------------------------------------------------
% of Total
Options Granted
Options to Employees in Exercise or Base Expiration
Name Granted (#) Fiscal Year Price ($/Sh) Date
- ------ ----------- ----------- ---------------- ----
Stephen H. Hollis, 25,000 --- $3.80 1/24/2005
Chief Executive Officer
and President
6
Aggregated Option Exercises And Fiscal Year-End Option Value Table
The following table sets forth information concerning each exercise of
stock options during the fiscal year ended August 31, 2002 by the Company's
Chief Executive Officer and President, and the fiscal year-end value of
unexercised options held by the Chief Executive Officer and President.
Aggregated Option Exercises
For Fiscal Year Ended August 31, 2002
And Year-End Option Values
Value of
Unexercised
Number of In-The-Money
Unexercised Options at
Options at Fiscal Fiscal Year-End
Shares Year-End (#)(3) ($)(4)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) (1) Realized ($)(2) Unexercisable Unexercisable
- ------------------------ ---------------- --------------- ----------------- -------------
Stephen H. Hollis, 36,500 $97,158 125,000/0 $7,813/$0
Chief Executive Officer
and President
- --------------------
(1) The number of shares received upon exercise of options during the fiscal
year ended August 31, 2002.
(2) With respect to options exercised during the Company's fiscal year ended
August 31, 2002, the dollar value of the difference between the option
exercise price and the market value of the option shares purchased on the
date of the exercise of the options.
(3) The total number of unexercised options held as of August 31, 2002
separated between those options that were exercisable and those options
that were not exercisable.
(4) For all unexercised options held as of August 31, 2002, the aggregate
dollar value of the excess of the market value of the stock underlying
those options over the exercise price of those unexercised options, based
on the closing price of the Company's Common Stock on August 31, 2002. The
closing bid price for the Company's Common Stock on August 31, 2002 was
$3.25 per share.
Employee Retirement Plans, Long-Term Incentive Plans and Pension Plans
Excluding the Company's stock option plans, the Company does not have any
long-term incentive plan to serve as incentive for performance to occur over a
period longer than one fiscal year.
Compensation Committee Interlocks and Insider Participation
No person who served as a member of the Compensation Committee during the
year ended August 31, 2002 was, during that year, an officer or employee of the
Company or of any of its subsidiaries, or was formerly an officer of the Company
or of any of its subsidiaries.
7
Stock Option Plans
The 1996 Stock Option Plan. In May 1996, the Board of Directors of the
Company approved the Company's 1996 Stock Option Plan (the "1996 Plan"), which
subsequently was approved by the Company's stockholders. Pursuant to the 1996
Plan, the Company may grant options to purchase an aggregate of 200,000 shares
of the Company's common stock to key employees, directors, and other persons who
have or are contributing to the success of the Company. The options granted
pursuant to the 1996 Plan may be either incentive options qualifying for
beneficial tax treatment for the recipient or non-qualified options. The 1996
Plan is administered by an option committee that determines the terms of the
options subject to the requirements of the 1996 Plan. At August 31, 2002,
options to purchase 30,000 shares of Common Stock were outstanding under the
1996 Plan and no additional options could be granted under the 1996 Plan.
The 2000 Stock Option Plan. On December 14, 1999, the Board of Directors of
the Company approved the Company's 2000 Stock Option Plan (the "2000 Plan"),
which was subsequently approved by the Company's stockholders. Pursuant to the
2000 Plan, the Company may grant options to purchase an aggregate of 200,000
shares of the Company's common stock to key employees, directors, and other
persons who have or are contributing to the success of the Company. The options
granted pursuant to the 2000 Plan may be either incentive options qualifying for
beneficial tax treatment for the recipient or non-qualified options. The 2000
Plan is administered by an option committee that determines the terms of the
options, subject to the requirements of the 2000 Plan. At August 31, 2002,
options to purchase 173,786 shares of Common Stock were outstanding under the
2000 Plan and options to purchase an additional 26,214 shares could be granted
under the 2000 Plan.
The 2002 Stock Option Plan. In December 2001, the Board of Directors of the
Company approved the Company's 2002 Stock Option Plan (the "2002 Plan"), which
subsequently was approved by the Company's stockholders. Pursuant to the 2002
Plan, the Company may grant options to purchase an aggregate of 300,000 shares
of the Company's Common Stock to key employees, directors, and other persons who
have or are contributing to the success of the Company. The options granted
pursuant to the 2002 Plan may be either incentive options qualifying for
beneficial tax treatment for the recipient or non-qualified options. The 2002
Plan is administered by an option committee that determines the terms of the
options subject to the requirements of the 2002 Plan. At August 31, 2002,
options to purchase no shares of Common Stock were outstanding under the 2002
Plan and options to purchase an additional 300,000 shares could be granted under
the 2002 Plan. No options have been granted under the 2002 Plan.
2003 Stock Option And Compensation Plan. In November 2002, the Board of
Directors approved the Company's 2003 Stock Option And Compensation Plan (the
"2003 Plan"). Pursuant to the 2003 Plan, the Company may grant options to
purchase an aggregate of 300,000 shares of the Company's Common Stock to key
employees, directors, and other persons who have or are contributing to the
success of the Company. The options granted pursuant to the 2003 Plan may be
incentive options qualifying for beneficial tax treatment for the recipient or
they may be non-qualified options. The 2003 Plan is administered by an option
committee that determines the terms of the options subject to the requirements
of the 2003 Plan, except that the option committee shall not administer the 2003
Plan with respect to automatic grants of shares and options to directors of the
Company who are not also employees of the Company ("Outside Directors"). The
option committee may be the entire Board or a committee of the Board. Outside
Directors automatically receive options to purchase 10,000 shares pursuant to
the 2003 Plan at the time of their election as an Outside Director and
thereafter on the first business day after each annual meeting of stockholders
if still an Outside Director at that time. These Outside Directors options are
exercisable at the time of grant. The exercise price for options granted to
Outside Directors is equal to the fair market value of the Company's common
stock on the date of grant. All options granted to Outside Directors expire
three years after the date of grant. The 2003 Plan also provides that Outside
Directors will receive 2,000 shares of common stock at the time of their
election as an Outside Director and on the first business day after each annual
meeting of stockholders during the term of the 2003 Plan while they remain
Outside Directors. Grants of options and shares pursuant to the Plan are
8
conditioned upon the approval of the Plan by the Company's stockholders on or
before November 19, 2003. The Company is seeking stockholder approval for the
2003 Plan at the annual meeting. See below, "Proposed To Adopt 2003 Stock Option
And Compensation Plan."
Compensation Of Outside Directors
Outside Directors are paid $500 for each meeting of the Board Of Directors
that they attend. Directors also are reimbursed for expenses incurred in
attending meetings and for other expenses incurred on behalf of the Company. In
January 2002, each Outside Director at that time was issued 2,000 shares of
common stock and was granted options to purchase 5,000 shares of Common Stock
for $3.80 per share. These options expire January 24, 2005. If the 2003 Plan is
approved by stockholders, Outside Directors will receive the stock and options
described above under "-- 2003 Stock Option And Compensation Plan."
Security Ownership Of Certain Beneficial Owners And Management
The following table summarizes certain information as of November 15, 2002
with respect to the beneficial ownership of the Company's Common Stock (i) by
the Company's directors, (ii) by stockholders known by the Company to own five
percent or more of the Company's Common Stock, and (iii) by all officers and
directors as a group.
As Of November 15, 2002
-----------------------
Percentage Of
Class
Name And Address Of Number Of Beneficially
Beneficial Owner Shares Owned
- ------------------- ------ ------------
Stephen H. Hollis (1) 717,100(1) 10.8%
2037 S. Poplar
Casper, Wyoming 82601
Ken M. Daraie 57,000(2) *
Thomas J. Vessels 483,050(3) 7.1%
Tundra Resources LLC
1610 Wynkoop Street
Suite 100
Denver, Colorado 80202
Beth McBride 23,100(4) *
Roy G. Cohee 22,475(5) *
Thomas A. Prendergast 24,600(8) *
Directors and Officers as a group 1,566,330(1)(2)(3) 22.0%
(Nine Persons) (4)(5)(6)(7)(8)
Hollis Oil & Gas Co. (6) 350,000 5.4%
- ---------------
* Less than one percent.
9
(1) Includes options held by Mr. Hollis purchase 50,000 shares for
$3.09375 per share that expire January 26, 2003, options to purchase
50,000 shares for $4.531 per share that expire January 25, 2004 and
options to purchase 25,000 shares for $3.80 per share that expire on
January 24, 2005. In addition to 242,000 shares owned directly by Mr.
Hollis, the table above includes 350,000 shares of common stock owned
by Hollis Oil & Gas Co. Mr. Hollis is an officer, director and 51
percent owner of Hollis Oil & Gas Co.
(2) Includes options to purchase 10,000 shares for $3.09375 per share that
expire January 26, 2003, options to purchase 10,000 shares for
$4.53125 per share that expire January 25, 2004 and options to
purchase 5,000 shares for $3.80 per share that expire January 24,
2005.
(3) Consists of 125,550 shares held by Mr. Vessels, 76,750 shares held by
his wife, 3,000 shares held in trust for the benefit of Mr. Vessels'
minor children, warrants to purchase 76,750 shares for $1.375 per
share until October 16, 2003 held by Mr. Vessels, warrants to purchase
76,750 shares on the same terms held by Mr. Vessels' wife, warrants to
purchase 3,000 shares on the same terms held in trust for Mr. Vessels'
children, options to purchase 46,500 shares for $3.09375 per share
until January 26, 2003, options to purchase 46,500 shares for $4.531
per share until January 25, 2004, and options to purchase 23,250
shares for $3.80 per share until January 24, 2005, held by Mr.
Vessels.
(4) Includes options to purchase 10,000 shares for $4.531 per share that
expire January 25, 2004 and options to purchase 5,000 shares for $3.80
per share that expire January 24, 2005.
(5) Includes options to purchase 10,000 shares for $4.531 per share that
expire January 25, 2004 and options to purchase 5,000 shares for $3.80
per share that expire January 25, 2005.
(6) In addition to the shares described in footnotes (1), (2), (3), (4),
(5) and (8), the shares owned by Directors and Officers as a Group,
includes: 25,542 shares, options to purchase 20,000 shares for
$3.09375 per share until January 26, 2003, options to purchase 20,000
shares for $4.531 per share until January 25, 2004 and options to
purchase 10,000 shares for $3.80 per share until January 24, 2005 held
by Carol Osborne, our Secretary; 50,463 shares, options to purchase
40,000 shares for $3.09375 per share until January 26, 2003, options
to purchase 40,000 shares for $4.531 per share until January 25, 2004
and options to purchase 20,000 shares for $3.80 per share until
January 24, 2005 held by D. Steven Degenfelder, our Vice President;
and 10,000 shares held by Robert Brady, our Vice President of
Engineering and Operations.
(7) The shares owned by Hollis Oil & Gas Company are shown or included as
beneficially owned three times in the table: once as beneficially
owned by Hollis Oil & Gas Company, again under the beneficial
ownership of Mr. Hollis, and also as a part of the shares beneficially
owned by Directors and Officers as a group.
(8) The shares shown as beneficially owned by Thomas Prendergast are owned
of record by Scot Holding Inc., which is wholly-owned by Mr.
Prendergast's family. Mr. Prendergast is a Director and Chairman of
Scot Holding, Inc.
Certain Relationships And Related Transactions
The Company and certain directors, officers and stockholders of the Company
are joint holders in proved and unproved oil and gas properties. During the
normal course of business, the Company pays or receives monies and in turn bills
or pays the interest holders for their respective shares. These transactions are
immaterial in amount when compared to the Company's total receipts and
expenditures. They are accounted for as part of the normal joint interest
billing function.
10
In November 1998, the Company completed a private placement offering of
374,750 units of Common Stock and Common Stock Purchase Warrants for $1.375 per
unit. Each unit consists of one share of Common Stock and a warrant to purchase
one share of Common Stock for $1.375 per share until October 16, 2003. The
warrants are redeemable by the Company at a price of $.001 per warrant
commencing April 2001 if the Company's Common Stock trades at a price of at
least $3.00 per share for 20 of the 30 trading days preceding the date on which
the Company gives notice of redemption. Thomas J. Vessels and his wife purchased
153,500 of the units and established trusts for the benefit of Mr. Vessels'
minor children with a purchase of 1,000 units for each of the three children. In
addition, the Company entered into a consulting agreement with Mr. Vessels
pursuant to which Mr. Vessels agreed to assist the Company in locating possible
oil and gas transactions in which the Company may participate. This agreement
had an original term expiring on January 30, 2000 and subsequently was renewed
through July 1, 2002. Pursuant to the original agreement, the Company agreed to
issue to Mr. Vessels options to purchase 36,500 shares of Common Stock for
$1.375 per share until October 16, 2001 and to reimburse Mr. Vessels for up to
$1,000 per month in expenses incurred in performing services on behalf of the
Company during the term of the agreement. In October 2001, Mr. Vessels exercised
all these options. The Company also agreed to cause Mr. Vessels to be elected to
the Board of Directors and to nominate Mr. Vessels to serve as a director during
the term of this agreement. Pursuant to this agreement Mr. Vessels was elected
as a director at the Annual Meeting of Shareholders held in January 1999. Since
the expiration of the original agreement, Mr. Vessels has continued to assist
the Company in locating possible oil and gas transactions and the Company has
reimbursed Mr. Vessel's out of pocket expenses for these services. In addition,
the Company compensated Mr. Vessels for these services by issuing him options to
purchase 36,500 shares on January 26, 2000 for $3.09375 until January 26, 2003,
options to purchase 36,500 shares on January 25, 2001 for $4.53125 until January
25, 2004, and options to purchase 18,250 shares on January 24, 2002 for $3.80
until January 24, 2005.
2. PROPOSAL TO ADOPT 2003 STOCK OPTION AND COMPENSATION PLAN
The Board of Directors has adopted, subject to stockholder approval, the
Company's 2003 Stock Option And Compensation Plan (the "2003 Plan"). The 2003
Plan will terminate, and any options and shares granted pursuant to the 2003
Plan will be void, if the 2003 Plan is not approved by the Company's
stockholders on or before November 19, 2003.
Shares of common stock and options (the "Options") to purchase shares of
common stock may be granted pursuant to the 2003 Plan in any combination up to
300,000 shares of common stock. The Options granted pursuant to the 2003 Plan
may be either Incentive Options, Non-Qualified Options or Non-Qualified
Non-Discretionary Options. The 2003 Plan is intended to provide incentives to
key employees, directors and other persons who have or are contributing to the
success of the Company by offering them Options to purchase shares of the
Company's common stock. The effect of the adoption of the 2003 Plan will allow
the Company to grant options from time to time and thereby augment its program
of providing incentives to employees and other persons. The terms of the 2003
Plan concerning Incentive Options and Non-Qualified Options are substantially
the same except that only employees of the Company or its subsidiaries are
eligible for Incentive Options and employees and other persons who have
contributed or are contributing to the success of the Company are eligible for
Non-Qualified Options. Non-Qualified Non-Discretionary Options may only be
granted to Outside Directors who are contributing to the Company. Grants of
shares of Common Stock ("Grant Shares") may be made only to Outside Directors.
The number of Options and Grant Shares authorized is a maximum aggregate so that
the number of Incentive Options granted reduces the remaining number of Options
that can be granted as Non-Qualified Options, Non-Qualified Non-Discretionary
Options or Incentive Options and the number of Grant Shares that may be granted;
and similarly for grants of Non-Qualified Options, Non-Qualified
Non-Discretionary Options, and Grant Shares. There currently are approximately
five employees eligible to receive Incentive Options, four Outside Directors
currently eligible to receive Non-Qualified Non-Discretionary Options and Grant
Shares, and an unspecified number of persons eligible to receive Non-Qualified
Options.
11
The 2003 Plan will be administered by the Option Committee, which may be
composed of the entire Board of Directors or by a Committee of at least two
directors selected by the Board. If the Option Committee consists of less than
the entire Board, each member of the Committee is required to be a "non-employee
director" and, to the extent necessary for any option granted pursuant to the
2003 Plan to be considered as performance based compensation that is not subject
to limitations on deductibility under the Internal Revenue Code of 1986, as
amended (the "Code"), shall be an "outside director" (as defined in the Code). A
"non-employee director" is a director who (1) is not currently an officer or
employee of the Company or any of its subsidiaries, (2) does not receive
compensation from the Company in excess of $60,000 for services rendered other
than as a director, and (3) is not involved in a transaction that is required to
be disclosed in the Company's Form 10-KSB and proxy reports as a related party
transaction. An "outside director" has the meaning as set forth in the Code and
regulations under the Code, and means, generally, a director who (1) is not a
current employee of the Company, (2) is not a former employee of the Company who
receives compensation for prior services during the taxable year in question,
(3) has not been an officer of the Company, and (4) does not receive
compensation from the Company, either directly or indirectly, in any capacity
other than as a director. The Option Committee has discretion to select the
persons to whom Options will be granted ("Optionees"), the number of shares to
be granted, the term of each Option and the exercise price of each Option.
However, no Option may be exercisable more than 10 years after the granting of
that Option, and no Options may be granted pursuant to the 2003 Plan after
November 19, 2012.
The exercise price of Options granted cannot be less than the fair market
value of the underlying Common Stock on the date the Options are granted. In
addition, the aggregate fair market value (determined as of the date an Option
is granted) of the Common Stock underlying Incentive Options granted to a single
employee which become exercisable in any single calendar year may not exceed the
maximum permitted by the Code. This amount currently is $100,000. No Incentive
Option may be granted to an employee who, at the time the Option would be
granted, owns more than ten percent of the outstanding stock of the Company
unless the exercise price of the Options granted to the employee is at least 110
percent of the fair market value of the stock subject to the Option and the
Option is not exercisable more than five years from the date of grant.
The portion of the 2003 Plan concerning Non-Qualified Non-Discretionary
Options provides that Outside Directors automatically receive options to
purchase 10,000 shares pursuant to the Plan at the time of their election as an
Outside Director (other than at an annual meeting of stockholders) and
thereafter on the first business day after each annual meeting of stockholders
if still an Outside Director at that time. These Outside Directors options are
immediately exercisable at the time of grant. The exercise price for options
granted to Outside Directors is the fair market value of the Company's common
stock on the date of grant. All options granted to Outside Directors expire
three years from the date of grant. The Options granted to Outside Directors
also expire 90 days after the optionholder ceases to be a director of the
Company. Each Outside Directors also will receive 2,000 shares of common stock
at the time of his or her election as an Outside Director (other than at an
annual meeting of stockholders) and on the first business day after each annual
meeting of stockholders if he or she remains an Outside Director.
All options granted pursuant to the 2003 Plan will become fully exercisable
upon the occurrence of a change in control of the Company or certain mergers or
other reorganizations or asset sales as described in the 2002 Plan.
Options granted pursuant to the 2003 Plan will not be transferable during
the Optionee's lifetime except in limited circumstances set forth in the 2003
Plan. Subject to the other terms of the 2003 Plan, the Option Committee has
discretion to provide vesting requirements and specific expiration provisions
with respect to the Options granted.
12
It currently is anticipated that the exercise of the Options and the
issuance of the Grant Shares will be covered by an effective registration
statement, which will enable an Optionee exercising Options or an Outside
Director receiving Grant Shares to receive unrestricted stock. Unrestricted
stock may be transferred or sold in the open market unless the holder is a
director, executive officer or otherwise an "affiliate" of the Company. In the
case of a director, executive officer or other affiliate, the Common Stock
acquired through exercise of the Options or the Grant Shares may be reoffered or
resold only pursuant to an effective registration statement or pursuant to Rule
144 under the Securities Act or another exemption from the registration
requirements of the Securities Act. It also is anticipated that sales by
affiliates will be covered by an effective registration statement.
In the event a change, such as a stock split, is made in the Company's
capitalization which results in an exchange or other adjustment of each share of
Common Stock for or into a greater or lesser number of shares, appropriate
adjustment shall be made in the exercise price and in the number of shares
subject to each outstanding Option and in the number of Grant Shares. In the
event of a stock dividend, each Optionee shall be entitled to receive, upon
exercise of the Option, the equivalent of any stock dividend that the Optionee
would have received had he or she been the holder of record of the shares
purchased upon exercise. The Option Committee also may make provisions for
adjusting the number of shares subject to outstanding Options and in the number
of Grant Shares in the event the Company effects one or more reorganizations,
recapitalizations, rights offerings, or other increases or reductions of shares
of the Company's outstanding Common Stock.
The Board of Directors may at any time terminate the 2003 Plan or make such
amendments or modifications to the 2003 Plan that the Board of Directors deems
advisable, except that no amendments may impair previously outstanding Options
and amendments that materially modify eligibility requirements for receiving
Options, that materially increase the benefits accruing to persons eligible to
receive Options, or that materially increase the number of shares under the 2003
Plan must be approved by the Company's stockholders.
The Incentive Options issuable pursuant to the 2003 Plan are structured to
qualify for favorable tax treatment provided for "incentive stock options" by
Section 422 of the Code. All references to the tax treatment of the Options are
under the Code as currently in effect. Pursuant to Section 422 of the Code,
Optionees will not be subject to federal income tax at the time of the grant or
at the time of exercise of an Incentive Option. In addition, provided that the
stock underlying the Option is not sold less than two years after the grant of
the Option and is not sold less than one year after the exercise of the Option,
then the difference between the exercise price and the sales price will be
treated as long-term capital gain or loss. An Optionee also may be subject to
the alternative minimum tax upon exercise of his Options. The Company will not
be entitled to receive any income tax deductions with respect to the granting or
exercise of Incentive Options or the sale of the Common Stock underlying the
Options.
Non-Qualified Options will not qualify for the special tax benefits given
to Incentive Options under Section 422 of the Code. An Optionee does not
recognize any taxable income at the time he is granted a Non-Qualified Option.
However, upon exercise of the Option, the Optionee recognizes ordinary income
for federal income tax purposes measured by the excess, if any, of the then fair
market value of the shares over the exercise price. The ordinary income
recognized by the Optionee will be treated as wages and will be subject to
income tax withholding by the Company. Upon an Optionee's sale of shares
acquired pursuant to the exercise of a Non-Qualified Option, any difference
between the sale price and the fair market value of the shares on the date when
the Option was exercised will be treated as long-term or short-term capital gain
or loss. Upon an Optionee's exercise of a Non-Qualified Option, the Company will
be entitled to a tax deduction in the amount recognized as ordinary income to
the Optionee provided that the Company effects withholding with respect to the
deemed compensation.
13
No options or Grant Shares have been granted pursuant to the 2003 Plan. If
approved by the stockholders at the Annual Meeting, Non-Qualified,
Non-Discretionary Options and Grant Shares will be issued to Outside Directors
on the first business day after the Annual Meeting. The Outside Directors on
that date are anticipated to be Roy G. Cohee, Ken M. Daraie, Beth McBride and
Thomas A. Prendergast.
The closing sale price of the Company's Common Stock, as quoted on the
Nasdaq Small Cap Market System at the close of business on December 13, 2002 was
$4.99 per share.
The approval of holders of shares representing a majority of the votes
represented at the Annual Meeting will be necessary to adopt the 2003 Plan.
The Board of Directors unanimously recommends a vote "FOR" the proposal to
adopt the 2003 Plan.
3. PROPOSAL TO RATIFY THE SELECTION OF
LOVELETT, SKOGEN & ASSOCIATES, P.C.,
CERTIFIED PUBLIC ACCOUNTANTS
The Board Of Directors recommends that the stockholders of the Company vote
in favor of ratifying the selection of the firm of Lovelett, Skogen &
Associates, P.C., Certified Public Accountants, as the auditors who will
continue to audit financial statements and perform other accounting and
consulting services for the Company for the fiscal year ending August 31, 2003
or until the Board Of Directors, in its discretion, replaces them.
An affirmative vote of the majority of shares represented at the Annual
Meeting is necessary to ratify the selection of auditors. There is no legal
requirement for submitting this proposal to the stockholders; however, the Board
Of Directors believes that it is of sufficient importance to seek ratification.
Whether the proposal is approved or defeated, the Board Of Directors may
reconsider its selection of Lovelett, Skogen & Associates, P.C. It is expected
that one or more representatives of Lovelett, Skogen & Associates, P.C. will be
present at the Annual Meeting and will be given an opportunity to make a
statement if they desire to do so and to respond to appropriate questions from
stockholders.
Independent Public Accountants
Audit Fees. The Company paid Lovelett, Skogen & Associates, P.C. a total of
$15,640.28 for professional services rendered for the audit of the Company's
financial statements for the fiscal year ended August 31, 2002 and for their
review of the financial statements included in the Company's Quarterly Reports
on Form 10-QSB for the fiscal year ended August 31, 2002. The Company did not
pay Lovelett, Skogen & Associates, P.C. any other fees during the fiscal year
ended August 31, 2002.
Financial Information Systems Design And Implementation Fees. Lovelett,
Skogen & Associates, P.C. did not render any professional services during the
fiscal year ended August 31, 2002 relating to the design or implementation of
financial information systems.
The Board of Directors recommends a vote "FOR" the proposal to ratify the
selection of Lovelett, Skogen & Associates, P.C. as auditors.
VOTING PROCEDURES
Votes at the Annual Meeting are counted by inspectors of election
appointed by the chairman of the meeting. If a quorum is present, an affirmative
vote of the majority of the votes entitled to be cast by those present in person
14
or by proxy is required for the approval of items submitted to stockholders for
their consideration unless a different number of votes is required by statute or
the Company's Articles Of Incorporation. Abstentions by those present at the
Annual Meeting are tabulated separately from affirmative and negative votes and
do not constitute affirmative votes. If a stockholder returns his or her proxy
card and withholds authority to vote on any matter, the votes represented by the
proxy card will be deemed to be present at the meeting for purposes of
determining the presence of a quorum but will not be counted as affirmative
votes. Shares in the names of brokers that are not voted are treated as not
present.
STOCKHOLDER PROPOSALS;
DISCRETIONARY AUTHORITY TO VOTE PROXIES
In order to be considered for inclusion in the proxy statement and form of
proxy relating to the next annual meeting of stockholders following the end of
the Company's 2002 fiscal year, proposals by individual stockholders must be
received by the Company no later than July 22, 2003.
In addition, the proxy solicited by the Board of Directors for the 2004
annual meeting of stockholders will confer discretionary authority on any
stockholder proposal presented at that meeting unless the Company is provided
with notice of that proposal no later than December 9, 2003.
AVAILABILITY OF REPORTS ON FORM 10-KSB
UPON WRITTEN REQUEST, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF
ITS ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED AUGUST 31, 2001 TO
ANY OF THE COMPANY'S STOCKHOLDERS OF RECORD OR TO ANY STOCKHOLDER WHO OWNS THE
COMPANY'S COMMON STOCK LISTED IN THE NAME OF A BANK OR BROKER AS NOMINEE AT THE
CLOSE OF BUSINESS ON DECEMBER 10, 2001. ANY REQUEST FOR A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB SHOULD BE MAILED TO THE SECRETARY, DOUBLE EAGLE
PETROLEUM CO., P.O. BOX 766, CASPER, WYOMING 82601.
OTHER BUSINESS
The Company's management does not know of any matters to be presented at
the meeting other than those set forth in this Proxy Statement. If any other
business should come before the meeting, the persons named in the enclosed form
of proxy will vote such proxy according to their judgment on such matters.
/s/ CAROL A. OSBORNE
-----------------------------------
CAROL A. OSBORNE
Corporate Secretary
* * * * *
15
PROXY PROXY
DOUBLE EAGLE PETROLEUM CO.
For the Annual Meeting Of STOCKHolders
Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Stephen H. Hollis and D. Steven
Degenfelder, or either of them, as proxies with full power of substitution to
vote all the shares of the undersigned with all of the powers which the
undersigned would possess if personally present at the Annual Meeting of
Stockholders of Double Eagle Petroleum Co. (the "Corporation"), to be held at
10:00 a.m. on Monday, January 27, 2003, at the Casper Petroleum Club, 1301
Wilkins Circle, Casper, Wyoming, or any adjournments thereof, on the following
matters:
[X] Please mark votes as in this example.
1. Election of Directors:
Nominees: Roy G. Cohee, Ken M. Daraie, Stephen H. Hollis,
Beth McBride and Thomas A. Prendergast.
FOR ALL NOMINEES |_|
WITHHELD FROM ALL NOMINEES |_|
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE |_|
2. Proposal to approve the Company's 2003 Stock Option And Compensation Plan.
|_| FOR |_| AGAINST |_| ABSTAIN
3. Proposal to ratify the selection of Lovelett, Skogen & Associates,
P.C., Certified Public Accountants, as the Company's certified
independent accountants.
|_| FOR |_| AGAINST |_| ABSTAIN
(Continued and to be signed on the reverse side)
- --------------------------------------------------------------------------------
4. In their discretion, the proxies are authorized to vote upon an adjournment
or postponement of the meeting.
|_| YES |_| NO |_| ABSTAIN
5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW |_|
Unless contrary instructions are given, the shares represented by this
proxy will be voted in favor of Items 1, 2, 3, and 4. This proxy is solicited on
behalf of the Board Of Directors of Double Eagle Petroleum Co.
Dated:
---------------------------------------------
Signature:
-----------------------------------------
Signature:
-----------------------------------------
Signature if held jointly
(Please sign exactly as shown on your stock
certificate and on the envelope in which this
proxy was mailed. When signing as partner,
corporate officer, attorney, executor,
administrator, trustee, guardian, etc., give full
title as such and sign your own name as well. If
stock is held jointly, each joint owner should
sign.)
EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE, DATE, SIGN AND
RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE.