DEFA14A 1 d04908dadefa14a.txt DEFINITIVE PROXY STATEMENT - ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 Encore Acquisition Company -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)and 0-11. 1) Title of each class of securities to which transaction applies: -------------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: -------------------------------------------------------------------------------- 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): -------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------------------- 5) Total fee paid: -------------------------------------------------------------------------------- [ ] 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: -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: -------------------------------------------------------------------------------- (3) Filing Party: -------------------------------------------------------------------------------- (4) Date Filed: -------------------------------------------------------------------------------- ENCORE ACQUISITION COMPANY 777 MAIN STREET SUITE 1400 FORT WORTH, TEXAS 76102 SUPPLEMENT TO PROXY STATEMENT APRIL 15, 2003 Dear Shareholder: This supplement should be read together with the Proxy Statement, dated March 26, 2003, for the 2003 Annual Meeting of Shareholders of Encore Acquisition Company (the "Company"), which was filed with the Securities and Exchange Commission on March 26, 2003 and mailed to the Company's shareholders on or about March 31, 2003. This supplement corrects an overstatement of the 2002 bonus paid to Jon S. Brumley, as reflected in the Summary Compensation table under the heading "Bonus ($)" on page 8 of the Proxy Statement. A revised Summary Compensation table is attached hereto as Exhibit A. Please refer to the Proxy Statement for additional information concerning the 2003 Annual Meeting and the matters on which your proxy is solicited by the Board of Directors of the Company. Sincerely, /s/ MORRIS B. SMITH Morris B. Smith Corporate Secretary EXHIBIT A COMPENSATION OF EXECUTIVE OFFICERS The compensation paid to the Company's executive officers generally consists of base salaries, annual bonuses, awards under the 2000 Incentive Stock Plan, and contributions to the Company's 401(k) retirement plan. The following table summarizes the total compensation for 2002 and 2001 awarded to, earned by, or paid to the chief executive officer and to the next four most highly compensated officers: SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION AWARDS -------------------------------------------------------- ANNUAL COMPENSATION RESTRICTED SECURITIES LONG-TERM ALL OTHER --------------------------- STOCK UNDERLYING INCENTIVE COMPENSATION NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARDS($)(A) OPTIONS(#)(B) PAYOUTS($) ($)(C) --------------------------- ---- --------- -------- ------------ ------------- ---------- ------------ I. Jon Brumley............. 2002 375,000 337,500 441,750 87,096 -- 12,000 Chairman and Chief 2001 313,500 275,000 -- 111,000 -- 10,570 Executive Officer Jon S. Brumley............. 2002 220,000 150,000 199,280 38,710 -- 11,000 President 2001 198,550 100,000 -- 91,000 -- 10,440 Gene R. Carlson............ 2002 220,000 125,000 166,061 32,258 -- 4,400 Executive Vice President 2001 198,550 100,000 -- 91,000 -- 14,226(d) and Chief Operating Officer(f) Morris B. Smith............ 2002 220,000 112,500 149,451 29,032 -- 12,000 Executive Vice President, 2001 198,550 90,000 -- 100,000 -- 69,798(e) Chief Financial Officer, Treasurer and Corporate Secretary Robert S. Jacobs........... 2002 161,000 60,000 79,701 15,433 -- 6,572 Senior Vice President -- 2001 132,867 52,059 -- 50,000 -- 8,368 Asset Management
--------------- (a) The value of the Restricted Stock Awards is based on the price of the common stock as of the date of grant. At December 31, 2002, Mr. I. Jon Brumley held 23,750 shares of restricted stock having a value of $441,750; Mr. Jon S. Brumley held 10,714 shares of restricted stock having a value of $199,280; Mr. Carlson held 8,928 shares of restricted stock having a value of $166,061; Mr. Smith held 8,035 shares of restricted stock having a value of $149,451; and Mr. Jacobs held 4,285 shares of restricted stock having a value of $79,701. Each restricted stock award vests at the rate of 33 1/3% of the shares awarded on each November 22 of the years 2005, 2006 and 2007, subject to the Company meeting performance goals during fiscal years 2003 and 2004. Award holders have the right to receive dividends paid with respect to shares of the restricted stock. (b) Securities Underlying Options represent options to purchase shares of the Company's common stock. The 2000 Incentive Stock Plan provides for employee and non-employee director awards in the form of stock options and restricted stock. (c) Includes Company 401(k) Plan contributions for each named officer in 2002 and 2001. (d) Includes $3,802 of compensation related to a reimbursement of tax payment for stock Mr. Carlson received in 2001. (e) Includes $59,374 of compensation related to a reimbursement of tax payment for stock Mr. Smith received in 2001. (f) Mr. Carlson left the Company on March 26, 2003. A-1