ISRAMCO, INC.
575 Madison Avenue, Suite 1006, New York, New York
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held October 24, 1997
DEAR STOCKHOLDER:
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders of Isramco,
Inc. will be held at The Harmonie Club, 4 East 60th Street, New York, New York
10022, on October 24, 1997 at 10:00 A.M. for the following purposes:
Proposal 1. To elect four (4) directors for the ensuing year.
Proposal 2. To approve the appointment of Richard A. Eisner & Company,
LLP as independent auditors of the Company for 1997.
To consider any other matter which may properly come before the meeting.
A Proxy Statement relating to this meeting is enclosed herewith.
Shareholders of record at the close of business on September 17, 1997 are
entitled to notice of and to vote at the meeting or any adjournment thereof. I
hope you plan to attend the Annual Meeting. It is requested that you read
carefully the attached Proxy Statement for information on matters to be
considered and acted upon.
YOUR VOTE IS IMPORTANT
You are urged to date, sign and promptly return your Proxy so that your shares
may be voted in accordance with your wishes and in order that the presence of a
quorum may be assured. The prompt return of your signed Proxy, regardless of the
number of shares you hold, will aid the Company in reducing the expense of
additional Proxy solicitation. The giving of such Proxy does not affect your
right to vote in person in the event you attend the meeting.
/s/ HAIM TSUFF
---------------------------------------
Haim Tsuff
Chairman of the Board
Chief Executive Officer
September 18, 1997
ISRAMCO, INC.
575 Madison Avenue, Suite 1006, New York, New York
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
October 24, 1997
PROXY STATEMENT
General Information
- -------------------
This Proxy Statement is being furnished in connection with the solicitation
of proxies in the enclosed form on behalf of the Board of Directors of Isramco,
Inc. (the "Company") for use at the annual meeting of stockholders, to be held
on October 24, 1997 at 10:00 A.M., local time, at The Harmonie Club, 4 East 60th
Street, New York, New York 10022, and at any adjournments thereof (the "Annual
Meeting").
Voting and Revocability of Proxies
- ----------------------------------
Unless authority to vote is herein withheld or is withheld with respect to
any specific nominee or proposal, all shares represented by properly signed
Proxies received pursuant to this solicitation (and not revoked before they are
voted) will be voted for (i) the election of those persons nominated herein for
election as directors and (ii) the approval of the appointment of Richard A.
Eisner & Company, LLP as the Company's independent auditors.
As of the date of this Proxy Statement, the Board of Directors knows of no
business that will be presented for consideration at the Annual Meeting other
than that referred to above. If any other business property comes before the
Annual Meeting, the persons designated in the enclosed Proxy will vote on such
business in accordance with their best judgment.
Proxy Cards for use by the Company's stockholders accompany this Proxy
Statement.
Any stockholder who executes and returns a Proxy Card may revoke it at any
time before it is exercised by delivering to the Secretary of the Company, at
the offices of the Company at the address set forth above, either an instrument
revoking the proxy, or a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person.
This Proxy Statement is being first given or sent to the Company's
Shareholders on or about September 17, 1997.
Solicitation of Proxies
- -----------------------
The enclosed Proxy is being solicited by the Board of Directors of the
Company for use in connection with the Annual Meeting. The cost of such
solicitation will be borne by the Company. Solicitation may be made by
directors, officers, employees and management of the Company, however, such
persons will not receive any fees for such solicitation. Proxies may be
solicited in person or by mail, telephone, telegram, mailgram, or other means.
Brokers, nominees, fiduciaries and other custodians have been requested to
forward such soliciting material to the beneficial owners of shares held of
record by such custodians. Such custodians may be reimbursed for their expenses.
Voting Securities and Holders Thereof
- -------------------------------------
As of the close of business on September 17, 1997, the record date for
voting at the Annual Meeting, the Company had 26,398,523 shares of common stock,
par value $0.01 per share outstanding. Such shares were held by approximately
1,066 shareholders of record. The total number of votes entitled to be cast at
the Annual Meeting is 26,398,523.
Submission of Shareholder Proposals for 1997 Annual Meeting
- -----------------------------------------------------------
Under the rules of the Securities and Exchange Commission, Shareholder
proposals intended to be presented at the 1997 Annual Meeting of the Company
must be received by the Company at its principal executive offices at 575
Madison Avenue, Suite 1006, New York, New York by January 8, 1998 for inclusion
in the Proxy Statement and form of Proxy relating to that meeting.
Quorum and Voting Requirements
- ------------------------------
The holders of a majority of the shares issued and outstanding and entitled
to vote in person or represented by proxy will constitute a quorum for the
transaction of business at the Annual Meeting. Assuming a quorum is present, the
affirmative vote of a majority of shares present in person or by proxy and
voting on a matter is necessary for approval.
- 2 -
PROPOSAL NO. 1
ELECTION OF DIRECTORS
---------------------
Board of Directors and Committees
- ---------------------------------
The business of the Company is managed by its Board of Directors. The Board
of Directors is presently comprised of four (4) directors, of which all four (4)
directors are standing for re-election. The number of members of the Board of
Directors is fixed by a majority of the Board of Directors. The Board of
Directors held thirteen (13) meetings during the period from December 31, 1995
through December 31, 1996 and each director attended at least 90% of the
scheduled meetings.
At the Annual Meeting, four (4) directors are to be elected, to hold office
pursuant to the Company's By-laws, for a term of one year and until a successor
shall be elected and qualified. Unless otherwise instructed, the shares
represented by the Proxies, will be voted FOR the election of the nominees in
the Proxy Statement and on the Proxy Card.
Because of the size of the Board of Directors the Company does not require a
standing audit, nominating or compensation committee of the Board of Directors.
Each Director receives a fee of $750.00 for attendance at a meeting of the
Board of Directors. Directors participate in the Company's Stock Incentive Plan
and are eligible to receive stock options granted under this Plan.
Information Concerning Nominees
- -------------------------------
Each of the four (4) nominees named on the following pages has been
nominated for election as a director of the Company to serve until the 1998
Annual Meeting of Shareholders, or until his successor has been duly elected and
qualified. All four (4) of the nominees are currently directors of the Company.
If so authorized, the persons named in the accompanying Proxy Card intend to
vote FOR the election of each nominee. Shareholders who do not wish their shares
to be voted for a particular nominee may so indicate in the space provided on
the Proxy Card. If one or more of the nominees should become unavailable to
serve at the time of the Annual Meeting, the shares presented by proxy will be
voted for the remaining nominees and for any substitute nominee or nominees
designated by the Board of Directors. The Board of Directors knows of no reason
why any of the nominees will be unavailable to serve.
There follows a brief description of each of the nominees principal
occupation and business experience, age and directorships held in other
corporations.
The Board of Directors recommends a vote FOR each of the nominees
identified on the following pages.
- 3 -
Daniel Avner has been a director and Secretary of the Company since May 1996.
Since July 1997 Mr. Avner has been President of the Company. Mr. Avner since
1992 has been the General Manager of E.D.R. GMBH Co., a company which engages in
investment, development and management of residential property in Germany. From
1991 to 1992 Mr. Avner was a Financial Analyst with Proctor & Gamble Company in
Germany. Mr. Avner holds a BA Degree in Accounting and Economics from the
University of Tel Aviv and a Masters of Business Administration from Duke
University. Age 35.
Tina Maimon Arckens has been a director of the Company and a director of Isramco
Oil and Gas Ltd. since March 1997. Mrs. Arckens is the sister of Jackob Maimon,
the Chairman of the Board of Directors of Naphtha Holdings Ltd. and Naphtha
Israel Petroleum Corp. Ltd. Age 43.
Avihu Ginzburg has been a director of the Company since July 1997. Dr. Ginzburg
is currently Emeritus Professor of Geophysics at Tel Aviv University. In 1996 he
was Visiting Professor in Exploration Geophysics at Curtin University, Perth,
Western Australia; and Research Fellow at the Department of Geological Sciences,
University College, London. From 1992 - 1995 Dr. Ginzburg held the position of
Chairman of Geophysics and Planetary Science at Tel Aviv University. Age 71.
Haim Tsuff has been a director of the Company since January 1996 and the
Chairman of the Board of Directors and Chief Executive Officer since May 1996.
Mr. Tsuff is Chairman of the Board of Equital Ltd. (previously known as
Pass-port Ltd.), a director of Isramco Oil and Gas Ltd. and Chairman of YHK
General Manager Ltd. During the past five years, Mr. Tsuff has served as General
Manager of Painton Chemical Industries Ltd., a private company which produces
printed material. Mr. Tsuff is also the Managing Director and Chairman of the
Board of Y. Habaron Ltd. (real estate), Painton Chemical Factors Ltd. (printed
material), Madad Ltd. (printed material), Benfica Holdings Ltd. (construction)
and Benfica Ltd. (construction), all of which are private companies. Mr. Tsuff
is the owner of United Kingsway, Ltd. Age 39.
- 4 -
SUMMARY OF COMPENSATION
The following table sets forth the compensation paid for years 1994 - 1996
to the Chief Executive Officer and the five (5) other highly paid officers
and/or key employees of the Company.
Summary Compensation Table
Annual Compensation Long-Term Compensation
Name and Year Salary Bonus Other Annual Securities All Other
Principal Compensation Underlying Compensation
Position (8) Options
- ---------------------------------------------------------------------------------------------------------------------------------
Haim Tsuff 1996 84,000 ---- ---- ---- ----
Chairman of the Board
and Chief Executive Officer (1)
Yuval Ran 1996 60,000 ---- ----
Former President (2)
Raanan Wiessel 1996 70,565 ---- ---- ----
Treasurer 1995 67,962 34,000
Controller 1994 56,128 39,000
Branch Office 25,000
Yossi Levy 1996 36,055 ----
Branch Manager (3)
Joseph Elmaleh (4) 1996 156,750 ----
Former Chairman of 1995 ---- 99,000
the Board and 1994 ---- 100,000 99,000
and Former Chief Executive
Officer
Danny Toledano (5) 1996 144,000
Former President, 1995 30,000 ----
Former Chief Operating Officer 1994 ---- 80,000 ----
and ---- 30,000
Former Chief Financial Officer
Alex Helfman (6) 1996 157,960 ----
Former Oil and 1995 126,211 55,000 ----
Gas Supervisor 1994 114,100 77,100
30,000
Joshua Folkman 1996 106,441 ----
Exploration Manager 1995 92,777 20,000 ----
Branch Office 1994 92,468 10,000
20,000
Conrad E. Maher (7) 1996 ---- ---- 99,600
Former Operations and 1995 112,005 ---- ----
Technical Manager 1994 109,791 ---- 78,000 25,000
Branch Office 75,000 ----
- 5 -
Notes
(1) In May of 1996 the Company entered into a Consulting Agreement with a
company owned and controlled by Haim Tsuff, the Chairman of the Board and
Chief Executive Officer of the Corporation.
(2) In August of 1996 the Company entered into a Consulting Agreement with
Yuval Ran, the former President of the Corporation. Mr. Ran resigned as
President of the Company on July 15, 1997.
(3) In November of 1996 the Company entered into an Employment Agreement with
Yossi Levy, the Managing Director of Naphtha Israel Petroleum Company Ltd.
to employ Mr. Levy as the General Manager of the Israel Branch of the
Company. The Employment Agreement may be terminated by either party on six
(6) months' notice.
(4) On April 17, 1996 Dr. Elmaleh resigned as Chairman of the Board of
Directors, Chief Executive Officer and a director of the Company. In April
of 1996 the Company pursuant to a Termination Agreement paid to Dr. Elmaleh
the balance of unpaid consulting fees which is reflected under other Annual
Compensation and $270,000 in consideration of a covenant not to compete for
a period of three (3) years. The Company also purchased from Southern
Shipping and Energy Inc. (a company which Dr. Elmaleh controlled) 292,675
shares of the Company's common stock for $208,238.
(5) In June of 1996 Danny Toledano resigned as President and Chief Operating
Officer of the Company and in August 1996 Mr. Toledano resigned as a
director. The Company pursuant to a Termination Agreement paid to Mr.
Toledano the balance of monies due under his 1995 Employment Agreement,
which sum is reflected under salary above, $200,000 in consideration of a
covenant not to compete and entered into a Consulting Agreement with a
company owned by Mr. Toledano and made an advance payment to said company
of $72,000.
(6) Alex Helfman left the Company in September of 1996.
(7) Conrad E. Maher left the Company in April of 1996 and continued to render
services to the Company through December 1996.
(8) Does not include personal benefits which do not exceed 10% of the cash
compensation of all officers as a group.
- 6 -
The following table sets forth information concerning the exercise of stock
options during 1996 by each of the named executive officer and key employee and
the year end value of unexercised options.
Aggregated Option Exercises
in 1996
and Year End Option Values
--------------------------
Name Shares Value Number of Value of
Acquired Realized ($) Securities Unexercised
on Exercise Underlying In the Money
Unexercised Options at
Options (#) Year End ($)(5)
- -----------------------------------------------------------------------------------------------------
Danny Toledano (1) 0 0 30,000 0
Alex Helfman (2) 0 0 30,000 0
Joshua Folkman 0 0 20,000 0
Raanan Wiessel 0 0 25,000 0
Conrad Maher (3) 0 0 100,000 0
Barry Sahgal (4) 0 0 30,000 0
Notes
(1) Ceased to be an officer of the Company in June 1996 and a director of the
Company in August 1996.
(2) Ceased to be an employee in September 1996.
(3) Ceased his relationship with the Company in December 1996.
(4) Ceased to be a director of the Company in May 1996.
(5) The value reported is based on the closing price of the common stock of the
Company as reported on NASDAQ on the date of the exercise less the exercise
price.
- 7 -
The following table sets forth information concerning individual grants of
stock options made during the 1996 fiscal year to each named executive officer
and key employee. The Corporation did not grant any stock appreciation rights
during 1996 and has no outstanding SAR's.
Option Grants in 1996
Individual Grants (1)
---------------------
Name No. of % of Total Exercise Expiration
Shares Options Price Date
Underlying Granted to ($/SH)
Options Employees
Granted
- --------------------------------------------------------------------------------
NONE
All stock options were granted with an exercise price equal to the market
price of the common stock on the date of grant.
The Company during 1996 did not amend or adjust the exercise price of
outstanding stock options previously awarded to any of the named executive
officers or directors or employees. The only incentive plan which the Company
has is its 1993 Stock Option Plan (the "Stock Option Plan").
Stock Option Plan
- -----------------
The Company's Stock Option Plan was adopted with the intention of
encouraging stock ownership by directors, officers, employees and consultants of
the Company and its subsidiaries. The plan provides for stock options of up to
500,000 shares of common stock of the Company. Options may either be options
intended to qualify as "incentive stock options" or "non-statutory stock
options", as those terms are defined in the Internal Revenue Code.
Employees (including officers) of the Company are eligible to receive
incentive stock options, however, non-statutory stock options may be granted to
officers, directors, employees and consultants of the Company and its
subsidiaries. Options are granted for a period of up to ten (10) years from the
grant date for an exercise price of not less than 100% of the fair market value
of the securities of the Company's common stock on the date of grant. As of this
date no persons have been appointed to fill the current vacancies on the
committee which administers this plan.
- 8 -
SECURITY OWNERSHIP OF DIRECTORS, OFFICERS AND KEY EMPLOYEES
On August 18, 1997 the Directors, executive Officers and certain key
employees of the Company beneficially owned, the aggregate 45,000 shares of the
Company's common stock (comprising less than 1% of the shares outstanding)
including 45,000 shares under options which are currently exercisable. Unless
otherwise indicated, the individuals named hold sole voting and investment power
over the shares listed below.
Number of
Shares
Owned
Name Position Beneficially
- ---- -------- ------------
Haim Tsuff (1) Chairman of the Board, 0
Chief Executive Officer,
and Director
Daniel Avner President, Secretary and Director 0
Joshua Folkman Exploration Manager 20,000
(2)
Avihu Ginzburg Director 0
Tina Maimon Arckens Director 0
Raanan Wiessel Treasurer - Controller 25,000
(3)
All Directors, Officers
and Key Employees as a Group --------
(six persons) 45,000
Notes
(1) Haim Tsuff is also the Chairman of the Board of Equital Ltd. (formerly
known as Pass-port Ltd.) which owns and controls 43.4% of JOEL which
controls 86.6% of Naphtha Israel Petroleum Corporation Ltd. (the parent of
Naphtha Holdings Ltd.). Mr. Tsuff owns and controls 100% of United Kingsway
Ltd. (which has a controlling interest in a limited partnership which holds
44.5% of Equital Ltd.). For more information see Security Ownership of
Certain Beneficial Owners.
(2) Includes 20,000 shares of common stock issuable upon exercise of Stock
Options.
(3) Includes 25,000 shares of common stock issuable upon exercise of Stock
Options.
- 9 -
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth below is certain information with respect to ownership of the
Company's securities as of August 19, 1997 by persons or entities who are known
by the Company to own beneficially more than 5% of the outstanding shares of the
common stock, as determined in accordance with Rule 13d-3 under the Act.
Name of No. of
Beneficial Owner Common Shares Percentage
- ---------------- ------------- ----------
Naphtha Holdings Ltd. * 14,874,225 47.3% +
Haim Tsuff *
United Kingsway Ltd *
Notes
* Haim Tsuff owns and controls 100% of United Kingsway Ltd. (Kingsway) which
holds a 74% interest in YHK Investment Limited Partnership (YHK). The
General Partner of YHK is YHK General Manager Ltd. and Haim Tsuff, Joseph
Tsuff (the father of Haim Tsuff) and Tina Maimon- Arckens (the sister of
the Chairman of the Board of Naphtha Israel Petroleum Company Ltd.)
(Naphtha) are the directors of YHK General Manager Ltd. YHK owns of record
44.5% of Equital Ltd. (formerly known as Pass-port Ltd.). Equital Ltd. owns
43.4% of J.O.E.L. - Jerusalem Oil Exploration Ltd. (JOEL). JOEL owns 86.6%
of Naphtha, which holds 100% of Naphtha Holdings Ltd. Naphtha Holdings Ltd.
owns of record approximately 37.4% of the issued and outstanding common
stock of the Company, Naphtha Holdings Ltd. also holds 2,500,000 Class A
Warrants and 2,500,000 Class B Warrants of the Company. Haim Tsuff is the
Chairman of the Board, Chief Executive Officer and a director of the
Company and Chairman of the Board and a director of Equital Ltd., and
Kingsway.
As a result of the foregoing, Haim Tsuff, Kingsway, YHK, Equital Ltd.,
JOEL, and Naphtha may be deemed to control the Company.
+ This percentage is based on 26,398,523 shares of common stock outstanding
August 19, 1997 plus the issuance of an additional 5,000,000 shares of
common stock in the event of the exercise of the Class A and Class B
Warrants by Naphtha Holdings Ltd. If the Class A and Class B Warrants are
not executed the issued and outstanding shares of the common stock the
Company held by Naphtha Holdings Ltd. as of the date hereof is 37.4%
- 10 -
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Office Facilities and Various Agreements
- ----------------------------------------
The Company as of September 1996 moved its New York office to 575 Madison
Avenue, New York, New York pursuant to a month to month rental agreement.
Previously, the Company had a license agreement from Petronav Inc. to use its
New York office at 800 Fifth Avenue, New York, New York. During 1996, the
Company paid $24,000 to Petronav Inc. under this license agreement. Petronav
Inc. is a company 100% owned and controlled by Dr. Joseph Elmaleh (the former
Chairman of the Board of Directors and Chief Executive Officer of the Company).
Management believes that the cost for these office premises is comparable to
other similar office space in New York City.
Service Agreement with J.O.E.L.
- -------------------------------
From January 1996 through October 15, 1996 the Company paid to J.O.E.L.
$15,000 per month for office rental, office services, secretarial services and
computer services in Tel Aviv, Israel. In October 1996 this monthly charge was
reduced to $8,000 per month (upon Naphtha taking occupancy in the offices and
paying its respective share of charges). The payment for 1996 was $162,500. The
charge also includes the usage of offices and office services for Isramco-Negev
2 Limited Partnership. From January 1, 1996 through March 12, 1996 the Company
paid to J.O.E.L. $14,323 for the services of Danny Toledano. Management believes
that the amount which it pays to J.O.E.L. for rent and office services is
comparable to charges for rent and office services in comparable locations in
Israel.
Agreements with Danny Toledano
- ------------------------------
In October 1995 the Company entered into an Employment Agreement with Mr.
Toledano which provided for a payment of annual salary of $144,000 per annum
payable in installments of $12,000 per month. The term of the agreement was for
one (1) year. In June of 1996 the Company terminated its Employment Agreement
with Mr. Toledano and paid to Mr. Toledano a lump sum of $72,000 for the balance
of the employment term. Pursuant to the terms of a Termination Agreement between
the Company and Mr. Toledano, Mr. Toledano resigned as President and Chief
Operating Officer of the Company, and executed a Covenant Not to Compete
Agreement with the Company. Pursuant to the terms of the Covenant Not to
Compete, Mr. Toledano agreed that for a period of five (5) years he would not
directly or indirectly compete with the Company in connection with the
exploration for oil and gas in the State of Israel, the territorial waters off
Israel or the territories currently under control of the State of Israel. In
consideration for the covenant not to compete, the Company paid to Mr. Toledano
the sum of $200,000. The Company also entered into a Consulting Agreement with
Natural Resources Exploration Services B.V., a Netherlands corporation
controlled by Mr. Toledano. Pursuant to the Consulting Agreement between the
Company and Natural Resources Exploration Services B.V., the Company paid a lump
sum payment of $72,000 to Natural Resources Exploration Services B.V. to provide
the services of Mr. Toledano to the Company through June 23, 1997.
- 11 -
Consulting Agreement with Dr. Joseph Elmaleh and Subsequent Termination
Agreement
- --------------------------------------------------------------------------------
In July of 1995 the Company formalized its existing oral consulting
agreement with Dr. Joseph Elmaleh and entered into a written Consulting
Agreement for the payment to Dr. Elmaleh of an annual fee of $99,000 payable in
equal monthly installments of $8,250. The expiration of the term of the
Consulting Agreement commenced August 1, 1995 and was to expire July 31, 1997.
Under the terms of a Termination Agreement made on April 17, 1996, Dr. Elmaleh
resigned as the Chairman of the Board, Chief Executive Officer and a director of
Isramco and its subsidiaries, the Company terminated the 1995 Consulting
Agreement with Dr. Elmaleh and (i) paid to him the sum of $123,750 representing
the balance of unpaid consulting fees; (ii) paid to him the sum of $270,000 for
a non-compete agreement in connection with the exploration for oil and gas in
the State of Israel, the territorial waters off Israel or the territories
currently under control of the State of Israel for a term of three (3) years.
The Company also purchased from Southern Shipping and Energy Inc. (a company
controlled by Dr. Elmaleh) 292,675 shares of the common stock of the Company
held by Southern Shipping and Energy Inc. for a purchase price of $208,238.
Consulting Agreement with Haim Tsuff
- ------------------------------------
In May of 1996 the Company entered into a Consulting Agreement with a
company owned and controlled by Haim Tsuff, the Chairman of the Board of
Directors and Chief Executive Officer of the Corporation. Pursuant to this
Consulting Agreement which has a term of two (2) years, the Company agreed to
pay the sum of $144,000 per annum in installments of $12,000 per month, in
addition to reimbursing all reasonable business expenses incurred during the
term in connection with the performance of services on behalf of the Company. In
April 1997 the consulting compensation was increased to $240,000 per annum.
Consulting Agreement with Yuval Ran
- -----------------------------------
In August of 1996 the Company entered into a Consulting Agreement with
Yuval Ran, the President of the Corporation. Pursuant to this Consulting
Agreement which has a term of three (3) years, the Company agreed to pay Mr. Ran
the sum of $144,000 per annum in installments of $12,000 per month, in addition
to reimbursing all reasonable business expenses incurred during the term in
connection with the performance of services on behalf of the Company. In April
1997 the consulting compensation was increased to $240,000 per annum. Mr. Ran
resigned as President of the Company on July 15, 1997 and his Consulting
Agreement has terminated.
- 12 -
PROPOSAL NO. 2
Appointment of Independent Auditors
- -----------------------------------
Subject to the approval of the shareholders, the Board of Directors has
selected Richard A. Eisner & Company, LLP as independent auditors to audit the
accounts of the Company for the 1997 calendar year.
The Company's financial statements for the year ended December 31, 1996
were audited by Richard A. Eisner & Company, LLP.
Richard A. Eisner & Company, LLP has no interest or relationship with the
Company except in the capacity of independent public accountants, nor has that
firm had any other interest or relationship with the Company in the past.
A representative of the firm is expected to be present at the 1996 Annual
Meeting. Such representative will have the opportunity to make a statement, if
they so desire, and will be available to respond to appropriate stockholder
questions.
Recommendation of Board of Directors
- ------------------------------------
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE FOLLOWING
PROPOSAL:
RESOLVED, that the appointment by the Board of Directors of
the firm Richard A. Eisner & Company, LLP as Independent
Auditors for the Company for the year 1997 is hereby
approved.
OTHER MATTERS
-------------
Management does not know of any other matters to come before the Annual
Meeting. However, if any other matters properly come before the Annual Meeting,
it is the intention of the persons designated as proxies to vote in accordance
with their judgment on such matters.
IT IS IMPORTANT THAT YOU RETURN YOUR SIGNED PROXY PROMPTLY, REGARDLESS OF
THE NUMBER OF SHARES YOU OWN. PLEASE COMPLETE, SIGN AND MAIL THE ENCLOSED PROXY
IN THE ACCOMPANYING ENVELOPE PROMPTLY, WHETHER OR NOT YOU PLAN TO ATTEND THE
ANNUAL MEETING.
By Order of the Board of Directors,
/s/ HAIM TSUFF
----------------------------------------------
Haim Tsuff
Chairman of the Board
September 18, 1997
A copy of the Company's Annual Report on Form 10-K, filed with the
Securities and Exchange Commission, is available without charge to shareholders
upon written request to:
Secretary, Isramco, Inc., 575 Madison Avenue, Suite 1006, N.Y., N.Y. 10022
- 13 -
ISRAMCO, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
October 24, 1997
This Proxy is solicited on behalf of the Board of
Directors of ISRAMCO, INC. and the Board of Directors
recommends a vote FOR Proposal 1 and Proposal 2.
The undersigned having received the Notice and Proxy Statement for the
Annual Meeting of Shareholders hereby revokes all prior proxies, and appoints
Haim Tsuff and Daniel Avner and each of them, proxies, with power of
substitution, to vote in the manner indicated below, and with discretionary
authority as to any other matter that may properly come before the meeting, all
my (our) shares of record of Isramco, Inc. at the Annual Meeting of Shareholders
to be held October 24, 1997, and at any postponements and adjournments thereof.
Unless you indicate otherwise, this Proxy will be voted in accordance with the
Board of Directors' recommendations. The Directors recommend a vote FOR Items 1
and 2.
(1) FOR [ ] WITHHOLD VOTE [ ] The election of Daniel Avner, Tina Maimon
Arckens, Avihu Ginzburg and Haim Tsuff as
directors of the Company to hold office
until their successors are elected.
If you desire to withhold authority to vote for the election of any one or more
of the nominees listed above, please print the name of such nominee or nominees:
____________________________________.
(2) FOR [ ] AGAINST [ ] ABSTAIN [ ] Approve appointment of
Richard A.Eisner & Company,
LLP as independent auditors of
the Company for 1997.
(SEE OVER)
If no instructions are given, the proxies will vote FOR Items (1) and (2).
Dated: ................................................, 1997
.............................................................
(Signature(s) of Shareholder(s))
Note: Please sign exactly as your name appears on your stock
certificates. If this stock is jointly held, each owner
should sign. Executors, administrators, trustees, guardians
and attorneys should so indicate when signing. Attorneys
should submit powers of attorney.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED ENVELOPE SO THAT IT MAY BE COUNTED AT THE ANNUAL
MEETING ON OCTOBER 24, 1997.