1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
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 sec.240.14a-11(c) or sec.240.14a-12
LOMAK PETROLEUM
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
LOMAK PETROLEUM
(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), 14a-6(i)(1), 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:
(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:
/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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
(Lomak letterhead)
Dear Shareholders:
On behalf of the Board of Directors, it is our pleasure to invite you to
attend Lomak's 1996 Annual Meeting to be held at the Fort Worth Club, 306 West
Seventh Street, 12th Floor, Fort Worth, Texas on Thursday, May 23, 1996 at 9:00
a.m. local time.
Details of the meeting are given in the enclosed Notice of Meeting. During
the meeting, we plan to review the business and affairs of the Company and our
plans for the coming year.
We hope you personally attend the meeting, but whether or not you expect to
attend, please sign and return the enclosed proxy card at your earliest
convenience so that your shares will be represented and voted at the Annual
Meeting. Any person giving a proxy has the power to revoke it at any time prior
to its exercise and, if present at the Meeting, may withdraw it and vote in
person.
Sincerely,
John H. Pinkerton
President
April 23, 1996
Fort Worth, Texas
3
LOMAK PETROLEUM, INC.
500 THROCKMORTON STREET, SUITE 2104
FORT WORTH, TEXAS 76102
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 23, 1996
To the Stockholders of Lomak Petroleum, Inc.:
The Annual Meeting of Stockholders ("Meeting") of Lomak Petroleum, Inc.
(the "Company") will be held at the Fort Worth Club, 306 West Seventh Street,
12th Floor, Fort Worth, Texas, on Thursday, May 23, 1996 at 9:00 a.m. local
time. The list of stockholders entitled to vote at the Meeting will be open to
the examination of any stockholder during ordinary business hours for a period
of ten days prior to the Meeting at the Company's headquarters, 500 Throckmorton
Street, Fort Worth, Texas. Such list will also be produced at the time and place
of the Meeting and be kept open during the Meeting for the inspection by any
stockholder who may be present. The purposes for which the Meeting is to be held
are as follows.
1. To elect a board of seven Directors, each for one-year terms.
2. To consider and adopt an amendment to the Company's Articles of
Incorporation increasing the number of authorized shares of
Common Stock from 20,000,000 to 35,000,000 shares and increasing
the number of authorized shares of Preferred Stock from 2,000,000
to 4,000,000 shares.
3. To consider and adopt an amendment to the Company's Stock Option
Plan increasing the number of authorized shares in the Plan from
1.5 to 2 million shares of common stock, par value $.01 per share
("Common Stock").
4. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The holders of shares of Common Stock, the Company's $2.03 Convertible
Exchangeable Preferred Stock and the Company's 7-1/2% Cumulative Convertible
Exchangeable Preferred Stock of record as at the close of business on April 17,
1996 are entitled to notice of and to vote at the meeting or any adjournment
thereof.
Whether or not you plan to attend the meeting, please complete, date
and sign the enclosed proxy and return it in the envelope provided. Any person
giving a proxy has the power to revoke it at any time prior to its exercise and,
if present at the Meeting, may withdraw it and vote in person.
BY THE ORDER OF THE BOARD OF DIRECTORS
Jeffery A. Bynum
Secretary
April 23, 1996
Fort Worth, Texas
4
LOMAK PETROLEUM, INC.
500 THROCKMORTON STREET
SUITE 2104
FORT WORTH, TEXAS 76102
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 23, 1996
The enclosed proxy is solicited by and on behalf of the Board of
Directors (the "Board") of LOMAK PETROLEUM, INC., a Delaware corporation (the
"Company"), for use at the Annual Meeting of Stockholders to be held Thursday,
May 23, 1996 at 9:00 a.m. local time, at the Fort Worth Club, 306 West Seventh
Street, 12th Floor, Fort Worth, Texas 76102 and any adjournment thereof (the
"Meeting"). The matters to be considered and acted upon at the Meeting are
described in the foregoing Notice of Annual Meeting of Stockholders and this
Proxy Statement. This Proxy Statement and the related form of proxy are being
mailed on or about April 23, 1996, to all holders of the Company's Common Stock,
$.01 par value ("Common Stock"), the Company's $2.03 Convertible Exchangeable
Preferred Stock, $1 par value ("$2.03 Preferred") and the Company's 7-1/2%
Cumulative Convertible Exchangeable Preferred Stock, Series A and B, $1 par
value ("7-1/2% Preferred") (collectively the "Stockholders") of record on April
17, 1996. Shares of the Common Stock, and shares of the 7-1/2% Preferred Stock
and $2.03 Preferred, (collectively the "Preferred Stock"), represented by
proxies will be voted as hereinafter described or as otherwise specified by each
Stockholder. Any proxy given by a Stockholder may be revoked by the Stockholder
at any time prior to the voting of the proxy by delivering a written notice to
the Secretary of the Company, by executing and delivering a later-dated proxy or
by attending the meeting and voting in person.
The persons named as proxies are John H. Pinkerton and Chad L.
Stephens, President and Vice President of the Company, respectively. The cost of
preparing, assembling and mailing the proxy, this Proxy Statement and the other
material enclosed and all clerical and other expenses of solicitation will be
borne by the Company. In addition to the solicitation of proxies by use of the
mails, directors, officers and employees of the Company may solicit proxies by
telephone, telegram or personal interview. The Company also will request
brokerage firms and other custodians, nominees and fiduciaries to forward
soliciting material to the beneficial owners of Common Stock and Preferred Stock
held of record by such custodians and will reimburse such custodians for their
expenses in forwarding soliciting materials.
5
VOTING RIGHTS
Only holders of shares of Common Stock and Preferred Stock of record at
the close of business on April 17, 1996 will be entitled to vote at the Meeting.
On April 1, 1996, the Company had 13,504,488 issued and outstanding shares of
Common Stock, each such share entitling the holder thereof to one vote on each
matter, 1,150,000 outstanding shares of $2.03 Preferred, each such share
entitling the holder thereof to one vote on each matter and 177,600 shares of
7-1/2% Preferred, each such share entitling the holder thereof to two votes per
share. Holders of shares of Common Stock and Preferred Stock are not entitled to
cumulative voting rights.
The presence at the Meeting in person or by proxy of the holders of a
majority of the outstanding shares of Common Stock and Preferred Stock in the
aggregate entitled to vote shall constitute a quorum for the transaction of
business. If a quorum is present, the affirmative vote of a plurality of the
shares cast at the Meeting and entitled to vote will be required to act on the
election of directors, and the affirmative vote by the holders of a majority of
the shares cast at the Meeting will be required to act on all other matters to
come properly before the Meeting, except for Proposal III as to which the
affirmative vote of the holders of a majority of the outstanding shares entitled
to vote at the Meeting shall be required. If a stockholder, present in person or
by proxy, abstains on any matter, the stockholder's shares will not be voted on
such matter and, in the case of matters other than the election of directors and
Proposal III, will not be treated as a vote against such matter. Broker
non-votes are treated as shares from which voting power has been withheld by the
beneficial owners of such shares and, therefore, as votes not cast.
SECURITY OWNERSHIP
The following table sets forth certain information as of April 1, 1996
regarding (i) the share ownership of the Company by each person known to the
Company to be the beneficial owner of more than 5% of the outstanding shares of
Common Stock or Preferred Stock of the Company, (ii) the share ownership of the
Company by each Director and each of the four Named Executive Officers (as
defined under "Executive Compensation-Summary Compensation Table") and (iii) the
share ownership by all Directors and executive officers of the Company, as a
group. The business address of each Officer and Director listed below is: c/o
Lomak Petroleum, Inc., 500 Throckmorton Street, Suite 2104, Fort Worth, Texas
76102.
COMMON STOCK
------------
NUMBER OF SHARES
BENEFICIALLY PERCENT
OWNER OWNED OF CLASS
- ----- ----- --------
Thomas J. Edelman 891,445 (1) 6.6%
John H. Pinkerton 424,794 (2) 3.1%
C. Rand Michaels 226,829 (3) 1.7%
Robert E. Aikman 69,566 (4) 0.5%
Anthony V. Dub 36,764 (5) 0.3%
Allen Finkelson 28,647 (6) 0.2%
Ben A. Guill 25,000 0.2%
Chad L. Stephens 98,222 (7) 0.7%
Thomas W. Stoelk 14,500 (8) 0.1%
All Directors and executive officers as a group (12 persons) 1,976,160 (9) 14.6%
.......................
Public Employees Retirement System of Ohio 1,200,000 (10) 8.9%
Guardian Life Insurance Company of America 503,432 (11) 3.6%
Fidelity Management & Research Company 366,132 (12) 2.6%
Palisade Capital 320,366 (13) 2.3%
Merrill Lynch Asset Management 240,274 (14) 1.8%
Pecks Management 228,834 (15) 1.7%
Putnam Investments 137,300 (16) 1.0%
Orefund 117,647 (17) 0.9%
2
6
COMMON STOCK
------------
NUMBER OF SHARES
BENEFICIALLY PERCENT
OWNER OWNED OF CLASS
- ----- ----- --------
David H. Smith, M.D. 98,975 (18) 0.7%
Pirvest, Inc. 85,274 (19) 0.6%
Spear Benzak Saloman & Ferrell, Inc. 58,823 (20) 0.4%
H.E.C. Support Fund 35,294 (21) 0.3%
- -----------------
(1) Includes 11,764 shares issuable upon conversion of Mr. Edelman's 4,000
shares of 7 1/2% Preferred; 75,000 shares which may be purchased under
currentLY exercisable options; 248,071 shares held under IRA, KEOGH and
pension plan accounts; 29,916 shares owned by Mr. Edelman's spouse and
71,200 shares owned by Mr. Edelman's minor children, to which Mr. Edelman
disclaims beneficial ownership.
(2) Includes 121,667 shares which may be purchased under currently exercisable
stock options; 133,959 shares held under IRA and pension plan accounts; 946
shares owned by Mr. Pinkerton's minor children and 743 shares owned by Mr.
Pinkerton's spouse, to which Mr. Pinkerton disclaims beneficial ownership.
(3) Includes 1,804 shares held under the IRA account; 84,464 shares owned by
the spouse and 19,460 shares owned by the children of Mr. Michaels, to
which Mr. Michaels disclaims beneficial ownership; 35,666 shares which may
be purchased under currently exercisable stock options.
(4) Includes 12,600 shares which may be purchased under currently exercisable
stock options; 7,366 shares owned by Mr. Aikman's spouse, to which Mr.
Aikman disclaims beneficial ownership.
(5) Includes 11,764 shares issuable upon conversion of 4,000 shares of 7 1/2%
Preferred.
(6) Includes 3,600 shares which may be purchased under currently
exercisable options.
(7) Includes 36,167 shares which may be purchased under currently exercisable
stock options; 3,879 shares owned by Mr. Stephen's minor children and
10,000 shares owned by Mr. Stephen's spouse, to which Mr. Stephen's
disclaims beneficial ownership.
(8) Includes 13,500 shares which may be purchased under currently exercisable
stock options.
(9) Includes 323,428 shares which may be purchased under currently exercisable
stock options; 8,000 shares of 7 1/2% Preferred.
(10) Such person's address is 227 East Town Street, Columbus, Ohio 43215.
(11) Includes 503,432 shares issuable upon conversion of 191,304 shares of $2.03
Preferred. Such person's address is 201 Park Avenue, New York, New York
10003.
(12) Includes 366,132 shares issuable upon conversion of 139,130 shares of $2.03
Preferred. Such person's address is 82 Devonshire, Boston, Massachusetts
02110.
(13) Includes 320,366 shares issuable upon conversion of 121,739 shares of $2.03
Preferred. Such person's address is One Bridge Plaza, Suite 695, Fort Lee,
New Jersey 07024.
(14) Includes 240,274 shares issuable upon conversion of 91,304 shares of $2.03
Preferred. Such person's address is 800 Scuddersmill Road, Plainsboro, New
Jersey 08536.
(15) Includes 228,834 shares issuable upon conversion of 86,957 shares of $2.03
Preferred. Such person's address is 1 Rockefeller Place, Suite 320, New
York, New York 10020.
(16) Includes 137,300 shares issuable upon conversion of 52,174 shares of $2.03
Preferred. Such person's address is One Post Office Square, Boston,
Massachusetts 02109.
(17) Includes 117,647 shares issuable upon conversion of 40,000 shares of 7 1/2%
Preferred. Such person's address is 1300 SW Fifth Avenue, Portland, Oregon
97201.
(18) Such person's address is 599 Lexington Avenue, New York, New York 10022.
(19) Includes 58,823 shares issuable upon conversion of 20,000 shares of 7 1/2%
Preferred. Such person's address is 5608 Malvey Avenue, Fort Worth, Texas
76107.
(20) Includes 58,823 shares issuable upon conversion of 20,000 shares of 7 1/2%
Preferred. Such person's address is 46 Rockefeller Plaza, New York, New
York 10111.
(21) Includes 35,294 shares issuable upon conversion of 12,000 shares of 7 1/2%
Preferred. Such person's address is One Prince Center, Holland, Michigan
49423.
3
7
PROPOSAL I - ELECTION OF DIRECTORS
NOMINATION AND ELECTION OF DIRECTORS
The Board has nominated Messrs. Robert E. Aikman, Anthony V. Dub, Thomas J.
Edelman, Allen Finkelson, Ben A. Guill, C. Rand Michaels, and John H. Pinkerton
(all of whom are members of the present Board) to serve as Directors of the
Company for terms of one year expiring at the 1997 Annual Meeting of
Stockholders and until their successors have been elected and qualified.
Unless otherwise specified, shares represented by proxies will be voted in
favor of the election of all of the nominees, except that, in the event any
nominee should not continue to be available for election, such proxies will be
voted for the election of such other persons as the Board may recommend.
Management does not presently contemplate that any of the nominees will become
unavailable for election for any reason.
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINEES.
INFORMATION CONCERNING NOMINEES
The following table sets forth the names of the nominees and certain
information with regard to each nominee.
HELD
NAME OF NOMINEE AGE OFFICE SINCE POSITION WITH COMPANY
--------------- --- ------------ ---------------------
Robert E. Aikman 64 1990 Director
Anthony V. Dub 46 1995 Director
Thomas J. Edelman 45 1988 Chairman and Director
Allen Finkelson 49 1994 Director
Ben A. Guill 45 1995 Director
C. Rand Michaels 58 1976 Vice Chairman
and Director
John H. Pinkerton 42 1988 President, Chief Executive
Officer and Director
Nominees for Election at Annual Meeting:
ROBERT E. AIKMAN, a Director, joined the Company in 1990. Mr. Aikman
has more than 40 years experience in petroleum and natural gas exploration and
production throughout the United States and Canada. From 1984 to 1994 he was
Chairman of the Board of Energy Resources Corporation. From 1979 through 1984,
he was the President and principal shareholder of Aikman Petroleum, Inc. From
1971 to 1977, he was President of Dorchester Exploration Inc., and from 1971 to
1980, he was a Director and a Member of the Executive Committee of Dorchester
Gas Corporation. Mr. Aikman is also Chairman of Provident Trade Company,
President of EROG, Inc., and President of The Hawthorne Company, an entity which
organizes joint ventures and provides advisory services for the acquisition of
oil and gas properties, including the financial restructuring, reorganization
and sale of companies. He was President of Enertec Corporation which was
reorganized under Chapter 11 of the Bankruptcy Code in December 1994. In
addition, Mr. Aikman is a director of the Panhandle Producers and Royalty Owners
Association and a member of the Independent
4
8
Petroleum Association of America, Texas Independent Producers and Royalty Owners
Association and American Association of Petroleum Landmen. Mr. Aikman graduated
from the University of Oklahoma in 1952.
ANTHONY V. DUB, was elected to serve as a Director of the Company in 1995.
Mr. Dub is Managing Director-Senior Advisor of CS First Boston, an international
investment banking firm with headquarters in New York City. Mr. Dub joined CS
First Boston in 1971 and was named a Managing Director in 1981. Mr. Dub received
his Bachelor of Arts Degree from Princeton University in 1971.
THOMAS J. EDELMAN, holds the office of Chairman and is Chairman of the
Board of Directors. Mr. Edelman joined the Company in 1988 and served as its
Chief Executive Officer until 1992. Since 1981, Mr. Edelman has been a director
and President of Snyder Oil Corporation. Prior to 1981, Mr. Edelman was a Vice
President of The First Boston Corporation. From 1975 through 1980, Mr. Edelman
was with Lehman Brothers Kuhn Loeb Incorporated. Mr. Edelman received his
Bachelor of Arts Degree from Princeton University and his Masters Degree in
Finance from Harvard University's Graduate School of Business Administration.
Mr. Edelman is also a director of Petroleum Heat & Power Co., Inc., a
Connecticut based fuel oil distributor, Star Gas Corporation, a company which
distributes propane gas, Amerac Energy Corporation, a public domestic
exploration and production company, and Command Petroleum Limited, an
international exploration and production company affiliated with Snyder Oil
Corporation.
ALLEN FINKELSON, was appointed a Director in 1994. Mr. Finkelson has been a
partner at Cravath, Swaine & Moore since 1977, with the exception of the period
from September 1983 through August 1985, when he was a managing director of
Lehman Brothers Kuhn Loeb Incorporated. Mr. Finkelson was first employed by
Cravath, Swaine & Moore as an associate in 1971. Mr. Finkelson received his
Bachelor of Arts Degree from St. Lawrence University and his Doctor of Laws
Degree from Columbia University School of Law.
BEN A. GUILL, was elected to serve as a Director of the Company in 1995.
Mr. Guill is a Partner and Managing Director of Simmons & Company International,
an investment banking firm located in Houston, Texas focused exclusively on the
oil service and equipment industry. Mr. Guill has been with Simmons & Company
since 1980. Prior to joining Simmons & Company, Mr. Guill was with Blyth Eastman
Dillon & Company from 1978 to 1980. Mr. Guill received his Bachelor of Arts
Degree from Princeton University and his Masters Degree in Finance from the
Wharton Graduate School of Business at the University of Pennsylvania.
C. RAND MICHAELS, who holds the office of Vice Chairman and is a Director,
served as President and Chief Executive Officer of the Company from 1976 through
1988 and Chairman of the Board from 1984 through 1988, when he became Vice
Chairman. Mr. Michaels received his Bachelor of Science Degree from Auburn
University and his Master of Business Administration Degree from the University
of Denver. Mr. Michaels is also a director of American Business Computers
Corporation of Akron, Ohio, a public company serving the beverage dispensing and
fast food industries.
JOHN H. PINKERTON, President, Chief Executive Officer and a Director,
joined the Company in 1988. He was appointed President in 1990 and Chief
Executive Officer in 1992. Previously, Mr. Pinkerton was Senior Vice
President-Acquisitions of SOCO. Prior to joining SOCO in 1980, Mr. Pinkerton was
with Arthur Andersen & Co. Mr. Pinkerton received his Bachelor of Arts Degree in
Business Administration from Texas Christian University and his Master of Arts
Degree in Business Administration from the University of Texas.
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND COMMITTEES
During 1995, the Board met in person or by telephone nine times. During
1995, each Director attended or participated in at least 75% of the meetings of
the Board and of the Committees on which they served. In addition, management
confers frequently with its Directors on an informal basis to discuss Company
affairs.
The Board has established three committees to assist in the discharge
of its responsibilities.
5
9
EXECUTIVE COMMITTEE. The Executive Committee was established in 1994 to
review and authorize actions required in the management of the business and
affairs of the Company, which would otherwise be determined by the Board, where
it is not practicable to convene the full Board. The members of the Executive
Committee are Messrs. Edelman, Finkelson and Pinkerton. During 1995, the
Committee held no meetings.
COMPENSATION COMMITTEE. The Compensation Committee reviews and approves
executive salaries and administers bonus, incentive compensation and stock
option plans of the Company. This Committee advises and consults with management
regarding pensions and other benefits and significant compensation policies and
practices of the Company. This Committee also considers nominations of
candidates for corporate officer positions. The members of Compensation
committee are Messrs. Aikman, Finkelson and Guill. During 1995, the Committee
held one meeting.
AUDIT COMMITTEE. The Audit Committee reviews the professional services
provided by the Company's independent public accountants and the independence of
such accountants from management of the Company. This Committee also reviews the
scope of the audit coverage, the annual financial statements of Lomak and such
other matters with respect to the accounting, auditing and financial reporting
practices and procedures of Lomak as it may find appropriate or as have been
brought to its attention. The members of the audit committee are Messrs. Aikman,
Dub and Guill. During 1995, the Committee held one meeting.
Non-officer Directors receive $3,750 per calendar quarter and $750 for each
Committee meeting attended and are reimbursed for expenses of attending Board
and Committee meetings. Directors who are officers of the Company or its
affiliates are not compensated for their Board and Committee activities.
EXECUTIVE OFFICERS
Set forth below is certain information, as of April 1, 1996, regarding the
executive officers of the Company:
NAME AGE OFFICER SINCE POSITION(S) WITH COMPANY
---- --- ------------- ------------------------
Thomas J. Edelman 45 1988 Chairman
John H. Pinkerton 42 1988 President and Chief
Executive Officer
C. Rand Michaels 58 1976 Vice Chairman
Jeffery A. Bynum 41 1985 Vice President - Land
Steven L. Grose 47 1980 Vice President - Appalachia Region
Chad L. Stephens 41 1990 Vice President - Midcontinent Region
Thomas W. Stoelk 40 1994 Vice President - Finance
John R. Frank 40 1994 Controller
For biographical information with respect to Messrs. Edelman, Pinkerton and
Michaels, see "Election of Directors - Information Concerning Nominees" above.
6
10
JEFFERY A. BYNUM, Vice President-Land and Secretary, joined the Company in
1985. Previously, Mr. Bynum was employed by Crystal Oil Company and Kinnebrew
Energy Group of Shreveport, Louisiana. Mr. Bynum holds a Professional
Certification with American Association of Petroleum Landmen and attended
Louisiana State University in Baton Rouge, Louisiana and Centenary College in
Shreveport, Louisiana.
STEVEN L. GROSE, Vice President-Appalachia Region, joined the Company in
1980. Previously, Mr. Grose was employed by Halliburton Services, Inc. as a
Field Engineer from 1971 until 1974. In 1974, he was promoted to District
Engineer and in 1978, was named Assistant District Superintendent based in
Pennsylvania. Mr. Grose is a member of the Society of Petroleum Engineers and a
trustee of The Ohio Oil and Gas Association. Mr. Grose received his Bachelor of
Science Degree in Petroleum Engineering from Marietta College.
CHAD L. STEPHENS, Vice President-Midcontinent Region, joined the Company in
1990. Previously, Mr. Stephens was a landman with Duer Wagner & Co., an
independent oil and gas producer, since 1988. Prior thereto, Mr. Stephens was an
independent oil operator in Midland, Texas for four years. From 1979 to 1984,
Mr. Stephens was a landman for Cities Service Company and HNG Oil Company. Mr.
Stephens received his Bachelor of Arts Degree in Finance and Land Management
from the University of Texas.
THOMAS W. STOELK, Vice President - Finance and Chief Financial Officer,
joined the Company in 1994. Mr. Stoelk is a Certified Public Accountant and was
a Senior Manager with Ernst & Young LLP. Prior to rejoining Ernst & Young LLP in
1986 he was with Partners Petroleum, Inc. Mr. Stoelk received his Bachelor of
Science Degree in Industrial Administration from Iowa State University.
JOHN R. FRANK, Controller and Chief Accounting Officer, joined the Company
in 1990. From 1989 until he joined Lomak in 1990, Mr. Frank was Vice President
Finance of Appalachian Exploration, Inc. Prior thereto, he held the positions of
Internal Auditor and Treasurer with Appalachian Exploration, Inc. beginning in
1977. Mr. Frank received his Bachelor of Arts Degree in Accounting and
Management from Walsh College and attended graduate studies at the University of
Akron.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board establishes the general
compensation policies of the Company, establishes the compensation plans and
specific compensation levels for officers and certain other managers and
administers the Company's stock option plan for all employees.
In establishing compensation policies, the Committee believes that the cash
compensation of executive officers, as well as other key employees, should be
competitive with other similar size oil and gas companies while, within the
Company, being fair and discriminating on the basis of personal performance.
Annual awards of stock options and restricted stock grants are intended both to
retain executives and to motivate them to improve long-term stock market
performance.
In establishing total cash compensation (salary plus bonus) for its
executives, the Company targets the median cash compensation for competitors of
executives having similar responsibilities. Base salaries have historically been
set below the median, so that bonuses, which are primarily determined by
individual performance, will constitute a larger portion of cash compensation.
The base salary for Mr. Pinkerton was increased 23% during 1995. Mr. Pinkerton's
bonus is based primarily on Company performance. The Committee has not
established any particular formula or singled out particular factors as more
important than others. In determining Mr. Pinkerton's larger bonus for 1995, the
Committee considered the fact that 1995 constituted the sixth consecutive year
in which the Company had established records for virtually all financial
parameters, including revenues, cash flow and net income. In addition, the
Committee considered more subjective criteria, such as steps taken during 1995
to improve the Company's long-term prospects. The bonuses of other executives
are influenced by Company performance, but
7
11
are determined primarily based upon performance of the executive's duties and
success in attaining performance goals which are directed toward improving
Company performance.
Stock options and bonuses are awarded to Mr. Pinkerton and other
executives and key employees to retain and motivate the grantees and to improve
long-term market performance. To date, options have been granted only at the
prevailing market price and will have value only if the price of the Common
Stock increases. Generally, to provide incentives for its executives to remain
with the Company and to benefit for the improvement in the performance of the
Company, options have a term of five years and vest 30% after one year, an
additional 30% after two years and fully after three years. An employee must be
employed by the Company at the time of vesting in order to exercise the options.
In addition, annual bonuses are awarded with 50% of the amount payable in the
year of the award, 25% vesting on January 1 of the year following the award and
the remaining 25% vesting on January 1 of the second year after the award. These
bonuses are payable, at the option of the employee, in cash or shares of the
Company's Common Stock valued at 75% of the prevailing market rate at the time
of the award. An employee must be employed by the Company at the time of vesting
in order to receive the vested bonus previously granted to such employee. The
restricted stock issued pursuant to the bonuses represents unregistered shares
and therefore initially cannot be sold by the recipient.
The Committee generally determines the number of options granted and
the amount of the bonuses awarded to Mr. Pinkerton and to other executives and
key employees based on how an individual's responsibilities might affect the
long-term price of the Common Stock. The Committee occasionally grants
additional options when the Committee believes additional incentives are
appropriate.
In the aggregate, approximately 23% of the Named Executive Officers'
cash compensation for 1995 consisted of incentive bonuses tied to Company and
individual performance. Mr. Pinkerton received approximately 37% of his cash
compensation for 1995 from incentive bonuses. When the potential future value of
stock options and restricted stock grants are included (assuming a 10% annual
increase in the stock price), approximately 70% of the total compensation of Mr.
Pinkerton for 1995 is from incentives which are linked to creation of
stockholder value.
No voting member of the Committee is a former or current officer or
employee of the Company or any of its subsidiaries. No member of the
Compensation Committee had any Compensation Committee Interlocks during the
Company's last fiscal year.
The foregoing report has been furnished by the members of the Committee
have such authority to vote:
Robert E. Aikman
Allen Finkelson
Ben A. Guill
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The voting members of the Company's Compensation Committee consists of
Messrs. Aikman, Finkelson and Guill, none of whom are officers of the Company.
8
12
SUMMARY COMPENSATION TABLE
The following table sets forth information for the fiscal years ended
December 31, 1995, 1994, and 1993 respecting all compensation awarded to, earned
by or paid to all persons who were chief executive officers at anytime in 1995
and the four highest paid executive officers (named executives), other than the
Chief Executive Officer, whose aggregate annual salary and bonuses exceeded
$100,000 for the 1995 fiscal year (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
Long-term
Annual Compensation Compensation
------------------------- -------------------
Name and Stock Option All Other
Principal Position Year Salary Bonus(a) Awards (#) Compensation(b)
- -------------------------------------------------------------------------------------------------------------------
Thomas J. Edelman 1995 $120,480 $ 63,750 50,000 $ 10,608
Chairman 1994 100,000 37,500 50,000 8,246
1993 50,000 50,000 50,000 2,808
John H. Pinkerton 1995 151,750 147,500 50,000 14,062
President & Chief Executive 1994 145,846 108,500 50,000 13,610
Officer 1993 123,000 75,500 25,000 12,733
C. Rand Michaels 1995 100,000 29,000 25,000 8,378
Vice Chairman 1994 100,000 23,500 25,000 8,246
1993 100,000 22,500 25,000 8,246
Chad L. Stephens 1995 89,788 41,250 25,000 7,093
Vice President-Midcontinent 1994 76,192 37,000 25,000 5,460
Thomas W. Stoelk 1995 98,471 31,250 25,000 8,159
Vice President-Finance
(a) Includes amounts earned or vested in the specified fiscal year, whether or
not received during such fiscal year. Annual bonuses are awarded with 50%
of the amount payable in the year of the award, 25% vesting on January 1 of
the year following the award and the remaining 25% vesting on January 1 of
the second year after the award. These bonuses are payable, at the option
of the employee, in cash or shares of the Company's Common Stock valued at
75% of the prevailing market rate at the time of the award. An employee
must be employed by the Company at the time of vesting in order to receive
the vested bonus previously granted to such employee. The restricted stock
issued pursuant to the bonuses represent unregistered shares and therefore
initially cannot be sold by the recipient.
(b) Represents amounts contributed by the Company to the Employee 401(k) Plan.
9
13
STOCK OPTION GRANTS AND EXERCISES
The Company's stock option plan, which is administered by the
Compensation Committee, provides for the granting of options to purchase shares
of Common Stock to key employees and certain other persons who are not employees
for advice or other assistance or services to the Company. The plan permits
issuance of up to 1.5 million options on shares of Common Stock to be
outstanding at any time subject to the limitation that the outstanding options
cannot exceed 10% of all outstanding Common Stock on a fully diluted basis. All
options issued under the plan vest 30% after one year, 60% after two years and
100% after three years. At December 31, 1995 a total of 977,149 options had been
granted under the plan of which 391,244 were exercisable at that date. The
options outstanding at December 31, 1995 were granted at exercise prices ranging
from $3.38 to $9.38 per share. The exercise price of all such options was equal
to the fair market value of the Common Stock on the date of grant.
The Company's outside directors stock option plan (the "Directors
Plan"), which is administered by the Compensation Committee, provides for the
granting of options to purchase shares of Common Stock to outside directors of
the Company. The plan permits optionees to acquire up to 200,000 shares of
Common Stock and all options issued under the plan vest 30% after one year, 60%
after two years and 100% after three years. At December 31, 1995 a total of
44,000 options had been granted under the plan of which 3,600 were exercisable
at that date. The options outstanding at December 31, 1995 were granted at
exercise prices ranging from $7.75 to $8.00 per share. The exercise price of all
such options was equal to the fair market value of the common stock on the date
of grant.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information for the fiscal year ended
December 31, 1995, regarding the grant of stock options to the Named Executive
Officers. The stock options were granted at the market price on the date of
grant. No stock appreciation rights have ever been granted by the Company.
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term
-------------------------------------------------------- ------------------------
Number of Percent of
securities Total Options
Underlying Granted to
Options Employees in Exercise Expiration
Name Granted (#) Fiscal Year Price Date 5% 10%
- ------------------------------------------------------------------------------------------------------------
Thomas J. Edelman 50,000 14.6% $ 7.00 3/17/00 $96,500 $213,500
John H. Pinkerton 50,000 14.6% 7.00 3/17/00 96,500 213,500
C. Rand Michaels 25,000 7.3% 7.00 3/17/00 48,250 106,750
Chad Stephens 25,000 7.3% 7.00 3/17/00 48,250 106,750
Thomas W. Stoelk 25,000 7.3% 7.00 3/17/00 48,250 106,750
(a) The assumed annual rates of stock price appreciation used in showing
the potential realization value of stock option grants are prescribed
by the Securities and Exchange Commission. The actual realized value
of the options may be significantly greater or less than assumed
amounts. For options granted in 1995, the values shown for 5% and 10%
appreciation equate to a stock price of $8.93 and $11.27,
respectively, at the expiration date of the options.
10
14
YEAR END OPTION VALUES TABLE
The following table sets forth information at December 31, 1995,
regarding exercisable and unexercisable options held by the Named Executive
Officers. The table also includes the value of "in-the-money" options which
represents the spread between the exercise price of the existing stock options
and the year end Common Stock price of $9.75.
Number of Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options at Fiscal Options at Fiscal
Shares Year-End 1995 Year-End 1995
Acquired on Value (Unexercisable (U)/ (Unexercisable (U)/
Name Exercise (#) Realized Exercisable (E)) Exercisable (E))
- ------------------------------------------------------------------------------------------------------
Thomas J. Edelman -0- $ -0- 105,000 U $197,500 U
45,000 E 33,750 E
John H. Pinkerton -0- -0- 87,667 U 202,348 U
152,333 E 891,018 E
C. Rand Michaels 17,167 58,595 45,768 U 110,131 U
24,065 E 92,855 E
Chad Stephens 13,333 26,666 45,967 U 111,052 U
22,700 E 84,676 E
Thomas W. Stoelk -0- -0- 32,000 U 79,250 U
3,000 E 4,500 E
11
15
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the percentage change in the
cumulative total return of the Common Stock, Dow Jones Secondary Oils Index, and
the S&P 500 Index for the five year period ending December 31, 1995. The graph
assumes that the value of the investment in the Common Stock and each index was
$100 on December 31, 1990. During this period, a dividend of $.01 per share was
paid on the Common Stock.
Comparison of Five-Year Cumulative Return
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
Lomak Pertoleum, Inc. $100 $138 $104 $177 $167 $237
DJ Secondary Oils 100 98 99 110 118 132
S&P 500 100 130 141 154 156 209
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS
The Board has adopted a plan pursuant to which a key employee group
comprised of executive officers and other key employees of the Company
designated by the Board (the "Executive Group") will receive a certain level of
severance and vesting benefits if there is a change in control of the Company
and all other employees of the Company (the "Employee Group") will receive more
limited severance and vesting benefits. Upon a change in control of the Company
all non-vested securities, bonuses, 401(K) profit sharing payments, deferred
compensation and other vesting obligations of the Company held by persons in
both the Executive Group and the Employee Group, including, without limitation,
all non-vested options to purchase Common Stock held by them, will automatically
vest.
If within one year of such change in control any person in the
Executive Group is (a) terminated or (b) given job responsibilities or
compensation which have been materially altered, then such person shall receive
a lump sum payment (the "Executive Payment") equal to (i) an amount equal to
such person's base salary for the year in which the Executive Payment is to be
made plus (ii) an amount equal to the average of such person's bonuses for each
of the two years prior thereto. If any person in the Employee Group is
terminated within one year of such change in control, then such person shall
receive a lump sum payment (the "Employee Payment") equal to (i) one quarter of
such person's base salary for the year in which the
12
16
Employee Payment is to be made plus (ii) one quarter of the average of such
person's bonuses for each of the two years prior thereto.
Notwithstanding the foregoing, the amount of either the Executive
Payment or the Employee Payment (collectively, the "Payment") is dependent upon
the duration of employment with the Company, with each person receiving one
third of the Payment if they have been employed by the Company for less than two
years, two thirds of the Payment if they have been employed by the Company for
between two and three years and receiving the full amount of the Payment if they
have been employed by the Company for at least three years.
.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Edelman, Chairman of the Company, is also an executive officer and
shareholder of Snyder Oil Corporation ("SOCO"). At December 31, 1995, Mr.
Edelman owned 6.0% of the Common Stock. In 1995, SOCO sold its remaining shares
of the Company's Common Stock. In 1995, the Company acquired SOCO's interest in
certain wells located in Appalachia for $4 million. The price was determined
based on arms-length negotiations through a third-party broker retained by SOCO.
Subsequent to the transaction, the Company and SOCO no longer held interests in
any of the same properties.
During 1994 and 1995, the Company incurred fees of $369,000 and
$145,000, respectively, to the Hawthorne Company in connection with
acquisitions. Mr. Aikman, a director of the Company, is an executive officer and
a principal owner of the Hawthorne Company. The fees were consistent with those
paid by the Company to third parties for similar services.
PROPOSAL II - APPROVAL OF AMENDMENT TO THE
COMPANY'S ARTICLES OF INCORPORATION
The Board of Directors on March 13, 1996 unanimously approved a
proposed amendment to Article IV of the Company's Articles of Incorporation. The
proposed amendment to Article Fourth would increase the number of authorized
shares of Common Stock from 20,000,000 shares to 35,000,000 shares and increase
the number of authorized shares of Preferred Stock from 2,000,000 shares to
4,000,000 shares. This proposed amendment, a copy of which is set forth in
Exhibit A, is being submitted to the Meeting for Stockholder approval.
REASONS FOR PROPOSED AMENDMENT
The Company's goal is to build itself into a prominent independent oil
and gas company. A substantial portion of this growth is expected to be financed
through the issuance of additional equity of the Company. In this regard, the
Board believes that authorization of additional shares of Common Stock and
Preferred Stock will provide the Company with greater flexibility in effectively
consummating acquisitions and raising capital.
The Board of Directors has the authority to issue shares of Common
Stock and shares of Preferred Stock for such corporate purposes as it may from
time to time deem to be in the best interests of the Company, including fixing
the voting, dividend, redemption, conversion, liquidation and other terms of
different series of Preferred Stock, all without stockholder approval. The
proposed Amendment would not change the rights of the holders of any of the
Company's outstanding Common Stock or Preferred Stock.
If the amendment is approved, the Board may cause the issuance of
additional shares of Common Stock and Preferred Stock without further vote of
Stockholders of the Company, except as provided under the Delaware corporate law
or under the rules of any securities exchange on which shares of the Common
Stock or Preferred Stock are then listed. Current Stockholders have no
preemptive or like rights, which means that current stockholders do not have a
prior right to purchase any new issue of capital stock of the company in order
to maintain their proportionate ownership thereof. The effects of the
authorization of additional shares of the Common Stock
13
17
and Preferred Stock may also include dilution of the voting dividends and of
liquidation proceeds payable to the holders of currently outstanding Common
Stock and Preferred Stock.
In addition, the Board could use authorized but unissued shares of the
Common Stock and Preferred Stock to create impediments to a takeover or a
transfer of control of the Company. Accordingly, the increase in the number of
authorized shares of the Common Stock and Preferred Stock may deter a future
takeover attempt which holders of the Common Stock and Preferred Stock may deem
to be in their best interest or in which holders of the Common Stock and
Preferred Stock may be offered a premium for their shares over the market price.
The Board is not currently aware of any attempt to take over or acquire the
Company. While it may be deemed to have potential anti-takeover effects, the
amendment to increase the authorized Common Stock and Preferred Stock is not
prompted by any specific effort or takeover threat currently perceived by
management.
The Board will, in the exercise of its fiduciary duties to the
Stockholders, weigh all the factors carefully, together with the needs and
prospects of the Company, before committing to the issuance of further shares
not requiring stockholder approval.
RECOMMENDATION:
THE AFFIRMATIVE VOTE OF A MAJORITY OF THE OUTSTANDING SHARES ENTITLED
TO VOTE AT THE MEETING IS REQUIRED FOR APPROVAL OF THE PROPOSED AMENDMENT. THE
BOARD BELIEVES THAT IT IS APPROPRIATE AND ADVISABLE THAT THE STOCKHOLDERS ADOPT
THE PROPOSED AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION AND RECOMMENDS
THAT THE STOCKHOLDERS VOTE FOR THE PROPOSED AMENDMENT.
PROPOSAL III - APPROVAL OF
AMENDMENT TO THE COMPANY'S STOCK OPTION PLAN
The Board of Directors on March 13, 1996 unanimously approved a
proposed amendment to Article IV of the Company's Stock Option Plan (the
"Plan"). The proposed amendment to Article IV would increase the number of
shares of the Common Stock reserved under the Plan from 1.5 million to 2
million. However, no new options may be granted which would result in their
being outstanding aggregate options exceeding 10% of the Common Stock
outstanding plus those shares issuable under convertible securities. The
proposed amendment, a copy of which is set forth in EXHIBIT B, is being
submitted to the Meeting for Stockholder approval.
EFFECT OF AND REASONS FOR PROPOSED AMENDMENT
The purpose of increasing the number of shares of Common Stock reserved
under the Plan is to strengthen the ability of the Company to attract and to
retain the services of experienced and knowledgeable individuals and key
employees ("Participants") as members of management of the Company, to extend to
them the opportunity to acquire a proprietary interest in the Company so that
they will apply their best efforts for the benefit of the Company, and to
provide those individuals with an additional incentive to continue in their
position, for the best interest of the Company and its stockholders.
Under the Plan, if the amendment is approved by the Stockholders, the
Company will increase the number of shares reserved under the Plan from 1.5
million to 2 million shares of Common Stock ("Stock Options"). The exercise
price for each Stock Option will be the fair market value on the date of grant.
However, no new options may be granted which would result in their being
outstanding aggregate options exceeding 10% of the Common Stock outstanding
together with those shares of Common Stock issuable under convertible
securities.
Stock Options may be exercised, during the period beginning one year
after the date of grant and ending five years after the date of grant, provided
that 30% of the shares of Common Stock covered by any such Stock
14
18
Option vest one year after the date of grant, an additional 30% of such shares
of Common Stock vest two years after the date of grant, and all remaining shares
of Common Stock vest three years after the date of grant.
If a Participant ceases, for any reason other than such Participant's
death or disability, to be an employee of the Company or any of its affiliates,
the portion, if any, of such Stock Options that remain unexercised, including
that portion, if any, that is not yet exercisable, on the date Participant
ceases to be an employee of the Company or any of its affiliates, shall
terminate and cease to be exercisable as of such date.
If a Participant ceases, by reason of a disability, to be an employee
of the Company or any of its affiliates, such Participant shall have the right
for 90 days after the date such Participant ceases to be an employee of the
Company or its affiliates to exercise his Stock Options to the extent such Stock
Options are exercisable on such date, and thereafter such Stock Options shall
terminate and cease to be exercisable.
If a Participant dies while an employee of the Company or any of its
affiliates, such Stock Options shall be exercisable by such Participant's legal
representatives, legatees, or distributees for 90 days following the date of
such Participant's death to the extent such Stock Options are exercisable on
such Participant's date of death. Thereafter such Stock Options shall terminate
and cease to be exercisable.
EXERCISE
Payment for stock issued upon the exercise of a Stock Option may be
made in cash or, with the consent of the Compensation Committee (i) by assigning
and delivering to the Company whole shares of Common Stock owned by the holder
of the Stock Option for at least six months prior to the date of exercise or
(ii) partly in cash and partly in such shares of Common Stock. Any shares of
Common Stock so assigned and delivered to the Company in payment or partial
payment of the purchase price shall be valued at the fair market value on the
date of exercise.
A Participant may be required to pay to the Company at the time of
exercise of a Stock Option or portion thereof the amount that the Company deems
necessary to satisfy its obligation to withhold Federal, state, or local income
or other taxes incurred by reason of such exercise. Where the exercise of a
Stock Option does not give rise to an obligation to withhold Federal, state, or
local income or other taxes on the date of exercise, the Company may, in its
discretion, require a Participant to place shares of Common Stock purchased
under the Stock Option in escrow for the benefit of the Company until such time
as Federal, state, or local income or other tax withholding is no longer
required with respect to such shares or until such withholding is required on
amounts included in the gross income of the Participant as a result of the
exercise of a Stock Option or the disposition of shares of Common Stock acquired
pursuant thereto.
FEDERAL INCOME TAX CONSEQUENCES
There are no tax consequences to the Participants or the Company by
reason of the grant of the Stock Options. Upon exercise of a nonqualified Stock
Option, the Participant will recognize taxable ordinary income equal to the
excess of the Common Stock's fair market value on the date of exercise over the
exercise price. Generally, the Company will be entitled to a business expense
deduction equal to the taxable ordinary income recognized by the Participant.
With an incentive Stock Option, the Participant is first taxed when he sells or
otherwise disposes of the stock acquired by option and therefore the Company
generally receives no tax deduction for incentive stock options. Upon
disposition of the Common Stock, the Participant will recognize a capital gain
or loss equal to the difference between the selling price and the sum of the
amount paid for such stock plus any amount recognized as ordinary income upon
exercise of the option. Such gain or loss will be long or short-term depending
on whether the stock was held for more than one year.
15
19
RECOMMENDATION:
THE AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES CAST AT THE MEETING IS
REQUIRED FOR APPROVAL OF THE PROPOSED AMENDMENT. THE BOARD BELIEVES THAT IT IS
APPROPRIATE AND ADVISABLE THAT THE STOCKHOLDERS ADOPT THE PROPOSED AMENDMENT TO
THE PLAN AND RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE PROPOSED AMENDMENT.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers, directors and persons who beneficially own more than ten percent of
the Company's stock to file initial reports of ownership and reports of changes
of ownership with the Securities and Exchange Commission and the NASDAQ. Copies
of such reports are required to be furnished to the Company.
Based solely on a review of such forms furnished to the Company and
certain written representations from the executive officers and directors, the
Company believes that all Section 16(a) filing requirements applicable to its
executive officers, directors and greater than 10% beneficial owners were
complied with on a timely basis.
OTHER BUSINESS
Management of the Company knows of no other business which will be
presented for consideration at the meeting, but should any other matters be
brought before the Meeting, it is intended that the persons named in the
accompanying proxy will vote such proxy at their discretion.
FINANCIAL INFORMATION
The Form 10-K for the fiscal year ended December 31, 1995, accompanies
this proxy statement. The Form 10-K does not constitute a part of the proxy
soliciting material.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Any stockholder desiring to present to stockholders a stockholder
proposal at the 1996 Annual Meeting must transmit such proposal to the Company
so that it is received by the Company on or before December 20, 1996. All such
proposals should be in compliance with applicable Securities and Exchange
Commission regulations.
BY ORDER OF THE BOARD OF DIRECTORS
Jeffery A. Bynum
Secretary
April 23, 1996
Fort Worth, Texas
16
20
Exhibit A
TEXT OF PROPOSED AMENDMENT
WITH RESPECT TO THE COMPANY'S ARTICLES OF INCORPORATION
RESOLVED, that Article Fourth of the Company's Articles of Incorporation be
amended to read as follows:
"FOURTH. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 39,000,000 shares, divided into the
classes as follows:
4,000,000 Serial Preferred Shares having a par value of $1.00 per share
and,
35,000,000 Common Shares having a par value of $.01 per share, and"
The remainder of Article FOURTH shall remain unchanged.
17
21
Exhibit B
TEXT OF PROPOSED PLAN AMENDMENT
WITH RESPECT TO THE
COMPANY'S STOCK OPTION PLAN
RESOLVED, that the plan agreement of the Company's Stock Option Plan be
amended by revising Article IV which shall read as follows:
ARTICLE IV
SHARES
------
There shall be 2 million shares of Common Stock reserved under the Plan,
subject to adjustment in accordance with Article IV hereof. The shares of Common
Stock subject to the Plan shall be either shares of authorized but unissued
Common Stock or shares of Common Stock reacquired on the open market or
otherwise for the account of the Participants. The Committee shall determine
from time to time whether the shares of Common Stock shall be authorized or
unissued shares or reacquired shares.
18
22
Form of proxy card
LOMAK PETROLEUM, INC.
500 Throckmorton Street, Suite 2104-Fort Worth, Texas 76102
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 23, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Chad L. Stephens and John H. Pinkerton, and each
of them, as Proxies, with full power of substitution in each of them, in the
name, place and stead of the undersigned, to vote at the Annual Meeting of
Stockholders (the "Meeting") of LOMAK PETROLEUM, INC., a Delaware corporation
("Lomak"), on May 23, 1996 at 9:00 a.m., or at any adjournment thereof, in the
manner designated below, all of the shares of Lomak Common Stock and Lomak
Preferred Stock that the undersigned be entitled to vote if personally present.
1. To elect seven (7) Directors for one-year terms.
__ FOR all nominees listed below. (Except as otherwise indicated below) __ WITHHOLD AUTHORITY to vote for all
nominees listed below.
Nominees: Robert E. Aikman, Anthony V. Dub, Thomas J. Edelman, Allen
Finkelson, Ben A. Guill, C. Rand Michaels and John H. Pinkerton
(INSTRUCTION: To withhold authority to vote for any individual nominee
write that nominee's name on the space provided below.)
---------------------------------------------------------------------------
2. To approve an amendment to the Company's Articles of Incorporation with
respect to increasing the number of authorized shares of Common Stock
from 20,000,000 to 35,000,000 shares and Preferred Stock from 2,000,000
to 4,000,000 shares.
__ FOR __ AGAINST __ ABSTAIN
3. To approve an amendment to the Company' Stock Option Plan to increase
the number of authorized shares in the plan from 1.5 million to 2
million.
__ FOR __ AGAINST __ ABSTAIN
(Continued and to be signed on reverse side.)
---------------------------------------------------------------------------
(Continued from reverse side.)
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting and all adjournments
thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN ABOVE. IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1, 2, AND 3 AND IN THE PROXIES DISCRETION ON ANY
OTHER MATTERS COMING BEFORE THE MEETING.
Date: , 1996
-----------------------------------------------
-----------------------------------------------
Signature
-----------------------------------------------
Signature if held jointly
PLEASE DATE THIS PROXY AND SIGN EXACTLY AS YOUR NAME APPEARS HEREON. WHEN
SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS AN
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE INDICATE THE
CAPACITY IN WHICH SIGNING. WHEN A PROXY IS GIVEN BY A CORPORATION, PLEASE
GIVE YOUR FULL CORPORATION NAME AND HAVE THE PROXY SIGNED BY THE PRESIDENT
OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN THE
PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY.
