SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
TRI-VALLEY CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total fee paid:
N/A
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/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH, 1997
To the Shareholders of TRI-VALLEY CORPORATION:
The Annual Meeting of Shareholders of Tri-Valley Corporation (the
"Company") will be held in the Tree Top Room of the Pepper Tree Inn,
Santa Barbara, California 93105, at 10:00 A.M. (local time), on Saturday,
March 22, 1997.
(1) To elect six directors to serve for the ensuing year and until
their successors have been elected and qualified. Management
proposes and nominates the following slate for re-election:
F. LYNN BLYSTONE, EARL H. BEISTLINE, MILTON J. CARLSON,
DENNIS P. LOCKHART, LOREN J. MILLER AND TERRANCE L. STRINGER.
(2) To approve Brown, Armstrong, Randall & Reyes Accountancy
Corporation, Inc. as independent accountants for the Company.
(3) To amend the Articles of Incorporation to increase the authorized
shares of the common stock of the corporation from 15,000,000
shares at $0.01 par value to 50,000,000 shares at $0.001 par
value.
(4) To transact such other business as may properly come before the
Annual Meeting and any adjournments thereof.
The meeting will also provide an opportunity for management to give a
current report on the progress of the Company and its plans and prospects for
the future.
Only persons who held Common Stock of record at the close of business on
February 24, 1997, will be entitled to vote at the Annual Meeting and any
adjournments thereof, as fixed by action of the Board of Directors.
All shareholders are urged to attend the Annual Meeting in person or by
proxy. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE
NUMBER OF SHARES YOU MAY HOLD. WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE
MEETING IN PERSON, PLEASE COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY.
IF YOU RECEIVE MORE THAN ONE PROXY BECAUSE YOUR SHARES ARE REGISTERED IN
DIFFERENT NAMES OR ADDRESSES, EACH SUCH PROXY SHOULD BE SIGNED AND RETURNED TO
ASSURE THAT ALL OF YOUR SHARES WILL BE VOTED. THE PROXY SHOULD BE SIGNED BY
ALL REGISTERED HOLDERS EXACTLY AS THE STOCK IS REGISTERED.
A Shareholder giving a proxy has the power to revoke it at any time
before it is exercised by attending the Annual Meeting and voting his shares
in person or by filing with the Secretary of the Company, prior to the meeting
date, either a written notice of revocation, or a duly executed proxy bearing
a later date.
By Order of the Board of Directors
By: /s/ F. Lynn Blystone
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F. Lynn Blystone
President and CEO
Bakersfield, California
February 26, 1997
PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS
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The Board of Directors of Tri-Valley Corporation (the "Company") hereby
solicits your Proxy for use at the Annual Meeting of Shareholders of the
Company to be held Saturday, March 22, 1997, at 10:00 A.M. (local time) in
the Tree Top Room of the Pepper Tree Inn, Santa Barbara, California 93105.
If you are not able to be present at this meeting, it is requested that
you return the enclosed proxy, properly executed, in order that your shares be
represented and voted at the meeting. You may revoke your Proxy at any time
prior to the exercise of the powers granted herein by transmitting a written
revocation to the Company or by appearing in person at the meeting.
The Company's administrative office is located at 230 South Montclair
Street, Suite 101 Bakersfield, California 93309. The approximate date on
which this Proxy Statement and form of Proxy will first be sent to the
shareholders is February 27, 1997. The costs of this proxy notification will
be paid by the Company. A professional proxy solicitor has not been engaged.
VOTING SECURITIES AND RIGHTS
There are 14,578,248 shares of common stock of the Company outstanding,
each of which is entitled to one vote in the election of directors and all
other matters to be voted upon at the meeting. Shareholders of record as of
the close of business at 5:00 P.M. on Friday, February 24, 1997, are the
only persons entitled to vote at this meeting.
The presence in person or by proxy of the holders of not less than
one-half the outstanding shares is necessary to constitute a quorum at the
meeting. The vote of a majority of the shares present at the meeting, in
person or by proxy, is necessary to elect directors and to ratify the
selection of the Company's auditors. The approval of the proposed amendment
to the Certificate of Incorporation requires the affirmative vote of a
majority of the outstanding shares.
Set forth below in tabular form is information concerning the only
persons known to the Company to own more than 5% of the Company's common stock
as of February 1, 1997.
AMOUNT
TITLE OF NAME AND ADDRESS BENEFICIALLY PERCENT
CLASS OF BENEFICIAL OWNER OWNED OF CLASS
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Common Stock Dennis Vaughan 964,200 6.61%
2298 Featherhill Road
Santa Barbara, CA 93108
Although the Company is incorporated in Delaware, it currently maintains
its business offices and principal oil and gas operations in California.
Accordingly, shareholders are entitled, under California corporation law, to
cumulative voting rights in the election of directors. This means that a
shareholder may multiply the shares held by the total number of directors to
be elected (six) and vote all of such shares for any one director. Prior to
the meeting and vote on directors, any shareholder wishing to exercise
cumulative voting rights must give the Company written notice of same.
Discretionary authority to cumulate votes in the exercise of proxies is hereby
solicited by management.
COMPENSATION OF OFFICERS AND DIRECTORS
The following table and the accompanying notes show the remuneration paid
by Tri-Valley Corporation during fiscal years 1993, 1994 and 1995 to all
officers and directors. No executive officer or director received
remuneration exceeding $100,000 during fiscal 1993, 1994 or 1995, and no
officer or director received contingent remuneration during that year.
FISCAL YEARS 1993, 1994 & 1995
CASH AND CASH-EQUIVALENT
FORMS OF REMUNERATION (EACH YEAR)
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NAME OF CAPACITIES IN WHICH SALARIES, FEES, SECURITIES, PROPERTY
INDIVIDUAL OR REMUNERATION COMMISSIONS OR OTHER PERSONAL
PERSONS IN GROUP RECEIVED _ AND BONUSES BENEFITS___ __
- ------------------- ------------------- ---------------- ----------------------
Executive Officers
(4 persons) $ 246,000 $ 100,000 (2)
Directors
(6 persons) 4,400 3,360
<FN>
(1) Mr. F. Lynn Blystone, President and Chief Executive Officer (TVC); Mrs. Helen L.
O'Brien, Vice President and Secretary/Treasurer; Dr. Tom Wilson, Vice President of
Minerals (TVC); and Mr. Robert Cohan, Vice President of Operations (TVOG) were the
only officers compensated for their services as officers.
(2) At July 31, 1992, F. Lynn Blystone was employed under terms of an employment
contract which provided, among other conditions, rights to severance pay up to
$100,000 in the event of the sale of the Company. In such an event he could, under
the terms and conditions of his contract, be eligible for severance pay if he were
terminated within twelve months of such sale, or if authority subsequent to sale
were reduced, be eligible for severance pay if he resigned. This agreement was
approved by the Board of Directors and ratified by the shareholders.
The following table and the accompanying notes show the remuneration paid by Tri-
Valley Corporation during its last fiscal year to all officers and directors. No
officer or director received contingent remuneration during fiscal year 1996.
FISCAL YEAR 1996
CASH AND CASH-EQUIVALENT
FORMS OF REMUNERATION _____
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NAME OF CAPACITIES IN WHICH SALARIES, FEES, SECURITIES, PROPERTY
INDIVIDUAL OR REMUNERATION COMMISSIONS OR OTHER PERSONAL
PERSONS IN GROUP RECEIVED _ AND BONUSES BENEFITS _
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Executive Officer
(1 person) $ 101,633 (1) $ 100,000 (2)
Directors
(5 persons) 4,400 3,360
<FN>
(1) Mr. F. Lynn Blystone, President and Chief Executive Officer (TVC). Includes
shares in lieu of cash compensation.
(2) At July 31, 1992, F. Lynn Blystone was employed under terms of an employment
contract which provided, among other conditions, rights to severance pay up to
$100,000 in the event of the sale of the Company. In such event he could,
under the terms and conditions of his contract, be eligible for severance pay
if he were terminated within twelve months of such sale, or if authority
subsequent to sale were reduced, be eligible for severance pay if he resigned.
This agreement was approved by the Board of Directors and ratified by the
shareholders.
MANAGEMENT'S DISCUSSION OF PROPOSALS AND RECOMMENDATION FOR AUTHORITY TO:
APPROVE MANAGEMENT'S SLATE OF DIRECTORS.
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The Board of Directors consists of six (6) directors and each director
serves for a term of one (1) year. All six (6) director positions are up for
election at the meeting.
Management has nominated and recommends your approval of Dr. Earl
Beistline, Lynn Blystone, Milton Carlson, Dennis Lockhart, Loren Miller, CPA
and Terrance Stringer as directors of Tri-Valley Corporation. All proxies
will be voted FOR these nominees. Information about the nominees follows:
COMMON STOCK PERCENT
NAME AND POSITION DIRECTOR BENEFICIALLY OF
WITH COMPANY AGE SINCE OWNED_ _ CLASS_
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F. Lynn Blystone 60 1984 335,564 2.30
Dennis Lockhart 49 1982 42,091 .29
Terrance Stringer 55 1982 52,045 .36
Milton Carlson 66 1985 49,000 .34
Loren Miller 51 1992 15,300 .10
Earl Beistline 80 1992 5,000 .03
PRINCIPAL OCCUPATIONS OF NOMINEES DURING THE PAST FIVE YEARS:
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F. Lynn Blystone - 60 President and Chief Financial Executive Officer 1984
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Tri-Valley Corporation, and its wholly
owned subsidiary, Tri-Valley Oil & Gas
Co., Bakersfield, California
Mr. Blystone became president of Tri-Valley Corporation in October 1981, and
was nominally vice president from July to October 1981. His background
includes institution management, venture capital and various management
functions for a mainline pipeline contractor including the Trans Alaska
Pipe-line Project. He has founded, run and sold companies in several fields
including Learjet charter, commercial construction, municipal finance and land
development. He is also president of a family corporation, Bandera Land
Company, Inc., with real estate interests in Kern, Riverside and Orange
Counties California. A graduate of Whittier College, California, he did
graduate work at George Williams College, Illinois in organization management.
He gives full time to Tri-Valley.
Dennis P. Lockhart - 49 President 1982
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Heller International Group., Inc.
Chicago, Illinois
After service as a corporate banking officer of Citibank since 1971, most
recently as vice president in the Central and South America Group responsible
for debt-to-equity conversions, Mr. Lockhart has become president of Heller
International, an old line firm now owned by Fuji Bank Group. Heller provides
financing in 20 countries. While with Citibank, Mr. Lockhart served the
bank's international operations in Jedda and Riyahd, Saudi Arabia; Athens,
Greece; Beirut, Lebanon; and as executive vice president of Iranian's Bank of
Tehran, Iran. He then served as vice president and regional executive for
corporate banking in the seven southeastern states and Puerto Rico for
Citicorp (USA), Inc. A graduate of Stanford University, he has an M.A. from
John Hopkins University.
Terrance L. Stringer - 55 Executive Vice President 1982
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Huntway Refining Company
Wilmington, California
Mr. Stringer is responsible for refinery supply, planning and intermediate
product marketing of Huntway, a NYSE limited partnership with three refineries
in the United States. Prior to that, he was vice president of supply and
marketing of Golden West Refinery in Santa Fe Springs, California. He was
formerly president of several subsidiaries of Tosco Corporation including TPFC
which purchases, balances and trades gas supplies for the Avon Refinery,
Toscogen, Inc. which provides co-generation services, Teorco a heavy oil
producer, and was general manager oil, gas and minerals for Tosco Corporation.
Prior to that he spent 9 years with Standard Oil of California (now Chevron)
in finance, supply and trading including 3 years in the London Crude trading
office. He holds a B.Sc. in chemical engineering from the University of
Illinois and a M.B.A. from UCLA.
Milton J. Carlson - 66 Investor, Kalispell, Montana 1985
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Mr. Carlson is a principal in Earthsong Corporation which, in part, consults
on environmental matters and performs environmental audits for government
agencies and public and private concerns. Until its merger with another firm,
Mr. Carlson formerly was vice president and corporate secretary of Union Sugar
Company, a $100 million unit of Sara Lee Corporation. He was involved in
representing industrial end users of energy through the California
Manufacturers Association as the former chairman of the CMA steering committee
of the standing energy and environmental committees. Mr. Carlson was also the
energy and environmental representative with Sara Lee energy advisory group
and monitored related matters before the California Public Utilities
Commission and Energy Commission as well as serving as the legislative
representative in Sacramento and Washington, D.C. Mr. Carlson attended the
University of Colorado at Boulder and the University of Denver.
Earl H. Beistline, LLD. - 80 Mining Consultant 1992
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Fairbanks, Alaska
Dr. Beistline is chairman of the Alaska State Minerals Commission and Dean
Emeritus of the School of Mineral Industry of the University of Alaska. Born
in Juneau, he has achieved a special position in Alaska during its transaction
from territorial status into statehood. He has numerous honors from local,
state and federal governments, academia, professional and civic organizations
and the mineral industry. An active miner in the Central-Circle Mining
District, Dr. Beistline also serves as a director of one of the states's
primary companies, Usibelli Coal Mines, Inc. He holds a bachelor of Mining
Engineering, Engineer of Mines and Honorary Doctor of Law degree from the
University of Alaska.
Loren J. Miller, CPA - 51 Controller 1992
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Petro America, Inc.
Long Beach, California
Mr. Miller has served in a treasury and chief financial officer capacity as
vice president successively of Hershey Oil Corporation, Mock Resources, Inc.,
and McMullen Oil Company. Prior to that he was vice president and general
manager of Tosco Production Finance Corporation and formerly a senior auditor
with Touche Ross & Co. He is experienced in exploration, production, product
trading, refining and distribution as well as corporate finance. He holds a
B.S. in accounting and an M.B.A. in finance from the University of Southern
California.
During 1996, the Board of Directors held four meetings; no director
attended less than 75% of such meetings.
The Company has no nominating, compensation or auditing committees.
APPROVE BROWN, ARMSTRONG, RANDALL & REYES ACCOUNTANCY CORPORATION, INC. AS
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INDEPENDENT ACCOUNTANTS.
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It is the opinion of our Board of Directors and its Finance Committee
that the certified public accounting firm of Brown, Armstrong, Randall & Reyes
Accountancy Corporation, Inc. (BARR) of Bakersfield, California, is best
suited to conduct the Company audits, reviews and SEC reporting requirements
as well as related business consulting. The partner in charge, Burton
Armstrong, has been a board member of and is on the tax committee of the
California Independent Petroleum Association (CIPA) and active in many
industry accounting and SEC related bodies in addition to the broader
resources of the firm. The Company feels BARR conducts its business with
detailed thoroughness in an expeditiously professional and economical manner
and recommends your approval of continuing to retain them. Mr. Armstrong is
expected to attend the shareholder meeting, will have an opportunity to make a
statement and will be available to respond to appropriate questions.
APPROVE AMENDMENT TO ARTICLES OF INCORPORATION INCREASING THE AUTHORIZED
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COMMON STOCK FROM 15,000,000 SHARES TO 50,000,000 SHARES AND DECREASING THE
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PAR VALUE FROM $0.01 PER SHARE TO $0.001 PER SHARE.
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The Company has benefited in the past from the ability to raise new
capital from the private placement sale of its unregistered, restricted common
stock and warrants to purchase unregistered, restricted common stock.
Further, the Company expects to have opportunities to acquire additional
capital and/or assets in exchange for stock. The Board of Directors has
determined that the increase in authorized shares of Common Stock is necessary
to assure the Company a chance to perform on corporate opportunities and
requests your ratification of its approval. Also, in order to conserve costs
associated with filing fees based on capitalization (ie., number of shares x
par value), the Board of Directors requests ratification of its proposal to
reduce the par value (which does not affect either the book value or market
value of the stock) from $0.01 to $0.001. None of the shares have or will
have preemptive rights.
Currently, 14,578,248 shares of the total authorized 15,000,000 are
outstanding and the Company has very few shares available for use in raising
additional capital and/or acquiring assets. The Company needs additional
shares authorized to give it the ability and flexibility to take advantage of
business and financial opportunities in the future.
This amendment may, if and when additional shares are issued, have a
dilutive effect on current shareholders. The Company currently has issued and
outstanding 5,440,000 warrants to purchase shares of its restricted Common
Stock. Each warrant entitles the holder thereof to purchase one (1) share of
Common Stock for up to $ 1.50 per share. Only 422,752 shares remain issued in
the Company and, in the event warrants exceeding this number of shares are
exercised, the Company could not accept any funds or issue shares to satisfy
such exercise unless and until the authorized shares are increased.
If approved by shareholders, the amendment to the Certificate of
Incorporation would become effective upon the filing of a Certificate of
Amendment with the Secretary of State of Delaware, which filing would occur
shortly after the Annual Meeting.
Adoption of the Amendment requires the affirmative vote of the holders of
a majority of the shares of the Company's Common Stock entitled to notice of
and to vote at the Annual Meeting.
OTHER BUSINESS
It is not anticipated that any other matter will be brought before the
meeting for action. Many other matters shall properly come before the meeting
or any adjournment thereof, it is intended that the holders of the proxies
may, in the absence of instruction to the contrary, exercise their direction
to vote or act on such matters as they determine to be appropriate.
All current financial information on the Company including 10-K's for
fiscal years ending July 31, 1996 and 10-Q for the first quarter ending
October 31, 1996 was mailed to shareholders on January 31, 1997.
TRI-VALLEY CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS - SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints F. Lynn Blystone and Loren Miller as Proxies
with the power to appoint their substitutes, and hereby authorizes them to
represent and to vote, as designated below, all the shares of common stock of
Tri-Valley Corporation held on record by the undersigned on Friday, February
24, 1997, at the Annual Meeting of Shareholders to be held in Santa Barbara,
California, on Saturday, March 22, 1997, at 10:00 A.M. (local time), at the
Tree Top Room of the Pepper Tree Inn.
1. ELECTION OF DIRECTORS or any adjournment thereof.
FOR all nominees listed below (except as marked to the contrary below [ ]
).
(To withhold authority to vote for any individual nominee, strike a line
through the nominee's name in the list below.)
F. L. Blystone E. H. Beistline M. J. Carlson
D. P. Lockhart T. L. Stringer L. J. Miller
2. To approve Brown, Armstrong, Randall & Reyes Accountancy Corporation, Inc.
as independent accountants for the Company. [ ] For [ ]
Against [ ] Abstain
3. To amend the Articles of Certificate to increase the total authorized
shares of Common Stock from 15 million, par value $.01
to 50 million, par value $.001.
[ ] For [ ] Against [ ] Abstain
4. To transact such other business as may properly come before the Annual
Meeting and any adjournments thereof. [ ] For [ ] Against
[ ] Abstain
THE SHARES REPRESENTED HEREBY SHALL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SUCH SHARES SHALL BE VOTED FOR PROPOSALS 1, 2, 3, AND
4.
Please sign and date this Proxy. When signing as attorney, executor,
administrator, trustee, guardian, corporate officer, etc., please indicate
your full title. Proxies received in this office later than 5:00 P.M. on
Friday, March 21, 1997, will not be voted upon unless the shareholders are
present to vote their shares.
OTHER BUSINESS
It is not anticipated that any other matters will be brought before the
meeting for action. If any other matters shall properly come before the
meeting or any adjournment thereof, it is intended that the holders of the
proxies may, in the absence of instruction to the contrary, exercise their
direction to vote or act on such matters as they determine to be appropriate.
Dated: _______________________________________________________________________
_________________________________________________________________________
Signature
_________________________________________________________________________
Signature if held jointly
(Please mark,sign, date and return the Proxy Card promptly)