-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AqucyjFr5DlSWVnkuT6V0GtCNqtiwhdc40tRrHn4mV8G0gpELS+A665x9EUoA/rX 1O4XvIcDBkFqEwiWQrY4dg== 0000914760-97-000077.txt : 19970416 0000914760-97-000077.hdr.sgml : 19970416 ACCESSION NUMBER: 0000914760-97-000077 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970521 FILED AS OF DATE: 19970415 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAYNARD OIL CO CENTRAL INDEX KEY: 0000063528 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 751362284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-05704 FILM NUMBER: 97581093 BUSINESS ADDRESS: STREET 1: 8080 N CENTRAL EXPWY STE 660 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 2148918880 MAIL ADDRESS: STREET 1: 8080 N CENTRAL EXPWY STE 660 CITY: DALLAS STATE: TX ZIP: 75206 FORMER COMPANY: FORMER CONFORMED NAME: HOMA OIL & GAS CO DATE OF NAME CHANGE: 19710902 DEF 14A 1 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)) [ X ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sections 240.14a-11(c) or Section 240.14a-12 MAYNARD OIL 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)(4) 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: MAYNARD OIL COMPANY 8080 N. Central Expressway Suite 660 Dallas, Texas 75206 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To be Held May 21, 1997 The annual meeting of stockholders of MAYNARD OIL COMPANY will be held on Wednesday, May 21, 1997, at 9:30 A.M., Dallas Time, at the offices of the Company, 8080 N. Central Expressway, Suite 660, Dallas, Texas, for the following purposes: 1. To elect three directors to hold office in accordance with the Company's Certificate of Incorporation, as amended, until the 1998 Annual Meeting of Stockholders, or until their successors shall be duly elected. 2. To transact such other business as may properly come before the meeting or any adjournment thereof. The Board of Directors has fixed the close of business on April 7, 1997, as the record date for determination of stockholders entitled to notice of and to vote at the meeting. Please sign, date and return the accompanying Proxy in the enclosed envelope which requires no postage if mailed in the United States. All stockholders of the Company are invited to attend the meeting in person. By order of the Board of Directors Linda K. Burgess Secretary and Controller Dallas, Texas April 16, 1997 YOUR VOTE IS IMPORTANT. TO VOTE YOUR SHARES, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE. PROXY STATEMENT MAYNARD OIL COMPANY ANNUAL MEETING OF STOCKHOLDERS May 21, 1997 GENERAL INFORMATION This Proxy Statement is furnished to stockholders of Maynard Oil Company on or about April 16, 1997, in connection with the solicitation of proxies for use at the annual meeting of stockholders of the Company to be held on May 21, 1997, at the time and place and for the purposes set forth in the accompanying Notice of the meeting. THE ACCOMPANYING PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY AND IS REVOCABLE AT ANY TIME PRIOR TO BEING VOTED. All shares of the Company's Common Stock, par value $.10, represented by properly executed and unrevoked proxies will be voted, if the proxies are received in time for the meeting. Any Stockholder giving a proxy has the right to revoke it at any time before the proxy is exercised by giving notice to the Company in writing or in open meeting. The Company will bear the cost of solicitation of the proxies. In addition to solicitation by mail, certain directors, officers and other employees of the Company, not specifically employed for the purpose, may solicit proxies, without additional remuneration therefor, by personal interview, mail, telephone or telegraph. The Company may also reimburse brokers or other persons holding shares in their name, or in the names of nominees, for expenses in sending proxy material to principals and obtaining their proxies. Each holder of Common Stock of record at the close of business on April 7, 1997, is entitled to one vote per share on all matters to come before the meeting. Cumulative voting is not permitted under the Company's Certificate of Incorporation and By-Laws. At the close of business on April 7, 1997, there were outstanding and entitled to vote at the meeting 4,889,450 shares of Common Stock. A majority of the outstanding shares must be represented at the meeting in person or by proxy in order to have a quorum to conduct business at the meeting. A stockholder may, with respect to the election of directors, (I) vote for all nominees named herein, (ii) withhold authority to vote for all such nominees or (iii) vote for all such nominees other than any nominee with respect to whom the stockholder withholds authority to vote. The nominees receiving the highest number of votes cast for the number of positions to be filled shall be elected. Accordingly, withholding authority to vote for a director nominee will not prevent him from being elected. On any other matter which may properly come before the meeting, the affirmative vote of the holders of a majority of the shares represented in person or by proxy at the meeting and entitled to vote is required. Broker non-votes will have no effect on any matter at the meeting. PRINCIPAL STOCKHOLDERS James G. Maynard (whose address is 9933 Lawler Avenue, Suite 344, Skokie, Illinois, 60077, and whose shareholdings are shown below), Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment advisor, located at 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401, and Ryback Management Corporation/Lindner Investment Series Trust ("Lindner") located at 7711 Carondelet, Box 16900, St. Louis, MO 63105, are the only persons known to the Company to be the beneficial owners of more than 5% of the outstanding Common Stock of the Company. As set forth in the table below, Dimensional is deemed to have beneficial ownership of 354,800 shares of Common Stock as of April 7, 1997. All of such shares are held in portfolios of DFA Investment Dimensions Group Inc., a registered open-end investment company, or the DFA Investment Trust Company, a Delaware business trust, or the DFA Group Trust and DFA Participation Group Trust, investment vehicles for qualified employee benefit plans. In addition, Lindner is deemed to have beneficial ownership of 512,700 shares of Common Stock as of April 7, 1997. Of the above referenced shares, 97,000 are managed by Ryback Management Corporation, a registered investment company adviser, and 415,700 shares are held by Lindner Growth Fund, a registered investment company. The following table shows with respect to each director and nominee for director of the Company, each 5% stockholder, each executive officer named in the Summary Compensation Table below, and with respect to all directors and executive officers as a group: (I) the total number of shares of Common Stock beneficially owned as of April 7, 1997, and (ii) the percent of the total number of shares of Common Stock outstanding as of that date: Amount and Name of Nature of Percent Beneficial Beneficial of Owner Ownership(1) Class ---------- ------------ ------ James G. Maynard 2,756,596(2) 56.38 Ryback Management Corporation/ Lindner Investment Series Trust 512,700 10.49 Dimensional Fund Advisors, Inc 354,800 7.26 Robert B. McDermott 5,000 0.10 Ralph E. Graham 2,200 0.04 Glenn R. Moore -- -- L. Brent Carruth -- -- Kenneth W. Hatcher -- -- All directors and executive officers as a group (6 persons) 2,763,796 56.53 - ------------------------ (1) In accordance with regulations of the Securities and Exchange Commission, stock ownership reflects shares with respect to which the director, nominee, principal stockholder or executive officer has voting power or investment power, or has a right to acquire such power. Each director, nominee, principal stockholder or executive officer has both sole voting power and sole investment power with respect to the shares set forth in the table. Beneficial ownership is disclaimed by each director, nominee, principal stockholder or executive officer of shares listed of which he or it would not, but for Rule 13d-3 under the Securities Exchange Act of 1934, be deemed to be the beneficial owner. (2) Includes 300,000 shares held of record by a corporation controlled by Mr. Maynard and 2,456,596 shares held of record by Mr. Maynard, as trustee of a trust for his benefit. ELECTION OF DIRECTORS In accordance with the Company's By-laws three directors are to be elected at the annual meeting. Each director elected will hold office until the next annual meeting and until his successor is elected and qualifies. Shares represented by valid proxies will be voted for the election of the three nominees listed below. The nominees have consented to serve on the Board, if elected, but should any of the three be unable to serve in this capacity at the time of the meeting, the proxies will be voted by the proxy holders in their discretion for any substitute nominee who may be designated by Management. It is anticipated that the nominees will be available to serve as directors. Names of Nominees Position with Company, Business for Election Age Experience and other Directorships - ----------------- --- ---------------------------------- Ralph E. Graham 77 Director of the Company since 1993. Partner of Day Oil Company, an oil and gas exploration and drilling partnership. James G. Maynard 71 Chief Executive Officer and Chairman of the Board of the Company, since its incorporation in 1971. Robert B. McDermott 69 Director of the Company since 1971. Business Consultant and Director of The Cherry Corporation, an electronics manufacturer. MEETINGS OF THE BOARD OF DIRECTORS AND THE COMMITTEES OF THE BOARD OF DIRECTORS During the past fiscal year, the Board of Directors met four times, the Compensation Committee of the Board, comprised of Messrs. Maynard, Graham and McDermott, met twice and the Audit Committee, comprised of Messrs. McDermott and Graham, met twice. The Audit Committee recommended, and the Board of Directors selected Price Waterhouse to audit the Company's financial statements for the year ended December 31, 1996. The Compensation Committee sets the compensation of the officers of the Company and the Audit Committee meets with the public accountants and accounting personnel of the Company for review of their respective information, opinions and functions. Mr. Maynard's compensation was determined by Messrs. McDermott and Graham as more fully described in the Compensation Committee Report on Executive Compensation. The Board of Directors does not have a nominating committee. No incumbent director attended fewer than 75% of the total number of meetings of the Board of Directors and of the committees on which he served. EXECUTIVE COMPENSATION The table below sets forth certain information concerning the annual and long-term compensation for services in all capacities to the Company for the fiscal years ended December 31, 1996, 1995 and 1994, of those persons who were, at December 31, 1996 (I) the chief executive officer, and (ii) the other three executive officers of the Company with compensation in excess of $100,000. SUMMARY COMPENSATION TABLE Annual Compensation(1) ------------------------------ Name and Principal Fiscal All Other Position Year Salary(2) Bonus(3) Compensation(4) - ------------------ ------ --------- -------- --------------- James G. Maynard 1996 $105,000 $ -0- $ 7,900(6) Chairman of the Board, 1995 105,000 -0- 3,150(6) Chief Executive 1994 97,200 -0- 3,664 Officer and Treasurer Glenn R. Moore 1996 159,615 8,150 12,000(6) President 1995 152,692 4,400 12,000 1994 149,000 7,500 12,520 L. B. Carruth 1996 135,144 6,900 11,115(7) Vice President of 1995 128,846 3,800 10,808 Operations 1994 125,000 6,250 10,000 Kenneth W. Hatcher 1996 121,062 6,180 9,957(8) Vice President of 1995 115,446 3,400 9,683 Finance 1994 112,000 5,600 8,960 (1) The Company does not maintain a "long term incentive plan" as that plan is defined in the applicable rules. (2) Includes amounts deferred under the Company's Thrift Investment Plan. (3) Includes bonus awards earned for performance in the fiscal year even though such amounts could be payable in subsequent years. (4) Totals shown consist of the Company's contributions to (I) the Retirement Plan in the amount of 3% of annual salary and (ii) the Thrift Investment Plan for the remainder. (5) During 1996, $3,150 was accrued in the Retirement Plan and $4,750 in the Thrift Investment Plan on behalf of Mr. Maynard. (6) During 1996, $4,500 was accrued in the Retirement Plan and $7,500 in the Thrift Investment Plan on behalf of Mr. Moore. (7) During 1996, $4,168 was accrued in the Retirement Plan and $6,947 in the Thrift Investment Plan on behalf of Mr. Carruth. (8) During 1996, $3,734 was accrued in the Retirement Plan and $6,223 in the Thrift Investment Plan on behalf of Mr. Hatcher. The table below summarizes certain information with respect to the value of the stock options exercised and the stock participation units held by executive officers at December 31, 1996. Aggregated Option/Stock Participation (SPAR) Exercises in 1996 and December 31, 1996 Stock Participation (SPAR) Values Number of Securities Value of Underlying Unexercised Unexercised In-the-Money SPARs at SPARs(2) at 12/31/96 (#) 12/31/96 ($) Exercisable/ Exercisable/ Unexercisable Unexercisable --------------- -------------- Maynard 0/0 0/0 Moore 22,000/7,000(3) 305,625/91,875 Carruth 11,250/3,750(4) 156,094/49,219 Hatcher 10,500/3,000(5) 146,250/39,375 (1) The Company's Stock Option Plan expired March 31, 1992 and, therefore, no additional stock options can be granted. All options were exercised in September, 1995. (2) Based upon a price of $18.75 per share, the last bid price on NASDAQ of the Company's Common Stock on December 31, 1996. (3) Represents 29,000 SPARs of which 22,000 have vested. (4) Represents 15,000 SPARs of which 11,250 have vested. (5) Represents 13,500 SPARs of which 10,500 have vested. There were no awards of stock participation units to any employee in 1996. COMPENSATION OF DIRECTORS During 1996, each director, who was not an employee of the Company, received an annual retainer of $10,000. In addition, each committee member, who was not an employee of the Company, (two each for both the Compensation and Audit Committees) received an annual amount of $3,000. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Committee's goal is to compensate all executives fairly, for both their long-term and recent contributions to the Company. The Committee believes that services of outstanding value can be rendered in periods of financial or operating stringency, as well as in boom times. Compensation for each executive includes a salary and from time to time longer-term incentive compensation, such as stock options and stock participation units. The Committee considers the total compensation (earned or potentially available) of each executive officer in establishing each element of compensation. At the end of 1996, the Committee authorized cash bonuses totaling $92,380 to a total of 36 employees, (excluding Mr. Maynard at his request), to recognize meritorious performance during the year. Salaries for executives are reviewed by the Committee on an annual basis and may be increased to reflect the individual's contribution to the Company or changes in the competitive level of pay. The Committee has access to a national survey on oil and gas compensation, which includes executives in both larger and smaller companies. Companies which participated in the compensation survey include privately held corporations, as well as companies on NASDAQ, the American Stock Exchange, and the New York Stock Exchange. This national survey covers more companies than are included in the Performance Graph on Page 9 and it is believed to be the best available information for the intended purpose. Mr. Maynard, Mr. Moore, Mr. Carruth and Mr. Hatcher are paid compensation which generally ranks them in or below the mid-range of executives in similar positions for corporations of similar size. The Compensation Committee evaluates the salary of Mr. Maynard, the Chief Executive Officer, based largely on the Committee's assessment of his past and current performance and its expectation as to his future contributions in leading the Company and its business. The Compensation Committee believes a key indicator for an oil and gas exploration and production company is the replacement of hydrocarbon reserves through drilling or acquisition, the cost of such reserves and the extent of the risk to which the shareholder's investment has been subjected. The Company's net equivalent barrels of reserves have increased, largely through acquisition, by 30% during 1994 and an additional 39% in 1995. During 1996, the Company did not make an acquisition, but rather directed its efforts toward realization of the maximum dollars from its existing reserve base. Consequently, the Company sold several non-strategic properties at a gain of six million dollars. The Committee believes that Mr. Maynard's contributions to the Company warrant a salary substantially in excess of what he is paid; it has limited Mr. Maynard's compensation at Mr. Maynard's express request. The Committee also considered the Company's performance in determining other salaries and bonus awards for 1996. It considered these factors both on an absolute basis and relative to the oil and gas industry, in general. In determining salaries for employees, other than Mr. Maynard, the Committee reviewed the Chief Executive Officer's recommendations based upon individual performance, as well as the factors mentioned in the above paragraph. Since the price of the Company's stock is affected to a significant degree by oil and gas prices, over which executives have no control, and various other factors over which they have limited control, the Committee has focused on salaries as the principal means of providing incentives and rewarding executive performance. The Company did not award stock options or stock participation units ("shadow stock") in 1996. During 1996, the Compensation Committee consisted of Ralph E. Graham, James G. Maynard and Robert B. McDermott, all directors of the Company. Mr. Maynard does not take part in the determination of his compensation. The Compensation Committee Report on Executive Compensation shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates the information by reference, and shall not otherwise be deemed filed under such Acts. For the Compensation Committee James G. Maynard Robert B. McDermott Ralph E. Graham COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION James G. Maynard is Chief Executive Officer and Chairman of the Board of the Company. PERFORMANCE GRAPH Set forth below is a line graph comparing the yearly cumulative total stockholder return on the Company's Common Stock against the cumulative total return of the NASDAQ Stock Market for U.S. Companies and the NASDAQ Industry Index for oil and gas production companies for the five fiscal years ending December 30, 1996. This graph assumes that $100 was invested on December 31, 1991 and that all dividends were reinvested. The performance shown on the graph below is not necessarily indicative of future performance. The Company will make available to requesting stockholders the identities of the companies within the CRSP Index for NASDAQ stock (SIC-1300-1399 US Companies). All of the companies listed in this index are involved in oil and gas extraction. The Performance Graph below shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts. Comparison of Five-Year-Cumulative Total Returns CRSP Index CRSP Index For for NASDAQ Nasdaq Stock Stocks (SIC Fiscal Year Maynard Oil Market 1300-1399 Covered Company (US Companies) US Cos.)* ---------- ---------- -------------- --------- 12/31/91 100.0 100.0 100.0 12/31/92 92.5 116.4 103.5 12/31/93 105.0 133.6 133.0 12/31/94 100.0 130.6 124.3 12/31/95 135.0 184.7 153.7 12/31/96 375.0 153.7 252.8 Note: * The peer index includes results from all US companies trading on NASDAQ in the 130 SIC group, oil and gas extraction and production companies, which includes 232 companies over the period presented and 123 active at December 31, 1996. INDEPENDENT ACCOUNTANTS Price Waterhouse audited the Company's financial statements for the year ending December 31, 1996 and has been selected as the independent accounting firm who will audit the Company's financial statements for the year ending December 31, 1997. Representatives of Price Waterhouse are expected to be present at the meeting and will be given the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions. STOCKHOLDER'S PROPOSALS Any proposal by a stockholder of the Company intended to be presented at the next annual meeting of stockholders and included in the Company's proxy statement and form of proxy relating to that meeting, must be received by the Company at its principal executive office not later than December 17, 1997, and must also comply with other requirements of the proxy solicitation rules of the Securities and Exchange Commission. In addition, the notice provisions contained in the Company's By-laws must be satisfied in order for a stockholder to bring business properly before any meeting of stockholders. OTHER MATTERS The Management of the Company does not know of any other matters that are to be presented for action at the annual meeting. Should any other matter come before the meeting, however, the persons named in the enclosed proxy will have discretionary authority to vote all proxies with respect to such matter in accordance with their judgment. By Order of the Board of Directors Linda K. Burgess Secretary and Controller Dallas, Texas April 16, 1997 MAYNARD OIL COMPANY This Proxy is Solicited on Behalf of the Board of Directors The undersigned hereby appoints James G. Maynard and Glenn R. Moore as Proxies, each with the power to appoint a substitute, and hereby authorizes them to vote, as designated on the reverse side, all shares of common stock of Maynard Oil Company held of record by the undersigned on April 7, 1997, at the Annual Meeting of Stockholders to be held on May 21, 1997, or any adjournment or adjournments thereof. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE DIRECTOR NOMINEES. (continued on reverse side) THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER, IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1. 1. To vote for the election of James G. Maynard, Ralph E. Graham, and Robert B. McDermott as directors, to hold office until the 1998 Annual Meeting of Stockholders. If it is desired that votes be withheld from the election of any of the individual nominees, his name should be written in the following space. --------------------------------------------- WITHHOLD AUTHORITY FOR TO VOTE 2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS WHICH ENCOURAGES EACH SHAREHOLDER OF RECORD TO VOTE. Please sign exactly as name appears hereon. When share are held by joint tenants, both should sign. When signing as attorney, as executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. - ------------------------- ------------------------- ------------------ Signature(s) Signature(s) Date -----END PRIVACY-ENHANCED MESSAGE-----