SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Materials Pursuant to 14a-11(c) or Rule 14a-12
AMEN Properties, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement
if other than 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:
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(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:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
1
AMEN Properties, Inc.
303 West Wall Street, Ste. 1700
Midland, TX 79701
April 11, 2003
TO OUR STOCKHOLDERS:
You are hereby cordially invited to attend the Annual Meeting of Stockholders of
AMEN Properties, Inc. ("AMEN" or the "Company") to be held at the Midland
Petroleum Club, located at 501 West Wall Street, Midland, TX 79701, in the Basin
Room at 8:30 a.m., local time, on Wednesday, May 7, 2003.
At the Annual Meeting, stockholders will be asked to:
1. Consider and vote upon a proposal to elect six members to our Board of
Directors;
2. Such other business as may properly come before the Annual Meeting.
Information concerning the foregoing proposals and the Annual Meeting are
contained in the attached Notice of Annual Meeting and Proxy Statement. Your
vote is important, as is the vote of every stockholder, and the Board of
Directors of AMEN Properties, Inc. appreciates the cooperation of stockholders
who are unable to attend in person in directing proxies to vote at the meeting.
Therefore, it is important that your shares be represented at the meeting in
person or, should you be unable to attend the Annual Meeting, by your signing
and returning the enclosed proxy in the accompanying envelope for receipt prior
to the meeting date.
Sincerely,
/s/ Eric L. Oliver
------------------
Eric L. Oliver
Chairman of the Board
AMEN Properties, Inc.
AMEN Properties, Inc.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on Wednesday, May 7, 2003
To the Stockholders of AMEN Properties, Inc. April 11, 2003
Notice is hereby given that the Annual Meeting of Stockholders of AMEN
Properties, Inc. ("AMEN" or the "Company") will be held at the Midland Petroleum
Club, located at 501 West Wall Street, Midland, TX 79701, in the Basin Room, at
8:30 a.m., local time, on Wednesday, May 7, 2003 for the following purposes:
1. To consider and vote upon a proposal to elect six members to the Company's
Board of Directors;
2. To consider such other business as may properly come before the Annual
Meeting.
Only stockholders of record as of the close of business on April 2, 2003, are
entitled to receive notice of and to vote at the Annual Meeting. A list of
stockholders entitled to vote at the Annual Meeting will be available for
examination during normal business hours by any of our stockholders, for a
period of ten days prior to the Annual Meeting at our principal executive
offices at the address set forth above.
Your vote is important, as is the vote of every stockholder, and the Board of
Directors of AMEN Properties, Inc. appreciates the cooperation of stockholders
who are unable to attend in person in directing proxies to vote at the meeting.
Therefore, it is important that your shares be represented at the meeting in
person or, should you be unable to attend the meeting, by your signing and
returning the enclosed proxy in the accompanying envelope for receipt prior to
the meeting date.
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE COMPLETE, SIGN AND
DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY.
If you have any questions, please contact Eric Boyt, Chief Financial Officer and
Secretary at 432-684-3821.
By order of the Board of Directors,
/s/ Eric L. Oliver
------------------
Eric L. Oliver
Chairman of the Board AMEN Properties, Inc.
1
PROXY STATEMENT
AMEN Properties, Inc.
303 West Wall Street, Ste. 1700
Midland, TX 79701
This proxy is furnished to AMEN Properties, Inc. ("AMEN" or the "Company")
stockholders of record as of the close of business on April 2, 2003 (the "Record
Date"), for use at the Annual Meeting of Stockholders to be held at the Midland
Petroleum Club, located at 501 West Wall Street, Midland, TX 79701, in the Basin
Room, at 8:30 a.m., local time, on Wednesday, May 7, 2003, and at any
adjournment thereof (the "Annual Meeting"). The enclosed proxy is being
solicited by the Board of Directors of AMEN and is subject to revocation at any
time prior to the voting of the proxy. This proxy, when properly executed, will
be voted in the manner directed by you, the stockholder. If no direction is
made, this proxy will be voted FOR or IN FAVOR of the proposals, in accordance
with the instructions on the proxy card. This Proxy Statement and the enclosed
proxy card are being sent to stockholders on or about April 11, 2003. Only
stockholders of record as of the close of business the Record Date may vote at
the Annual Meeting. As used herein, the term "stockholders" includes the holders
of the Common Stock of the Company ("Common Stock") and the holders of the
Series A Preferred Stock and the Series B Preferred Stock of the Company
(collectively the "Preferred Stock"), who are eligible to vote on all matters
presented to the stockholders pursuant to the terms of such Preferred Stock. The
holders of the Common Stock and the Preferred Stock vote together as a single
class of stock.
VOTING PROCEDURES AND REVOCABILITY OF PROXIES
The accompanying proxy card is designed to permit each stockholder of record at
the close of business on the Record Date to vote on matters as described in the
accompanying Notice of Annual Meeting of Stockholders, and on any other proposal
properly brought before the Annual Meeting. The proxy card provides space for a
stockholder to vote in favor of or to withhold voting for each nominee for the
Board of Directors. Votes of stockholders attending the meeting in person will
be taken by written ballots. The election of directors will be decided by a
plurality of the votes cast at the Annual Meeting by the stockholders. If any
other matters are properly brought before the meeting, the affirmative vote of a
majority of the votes present or represented by proxy and entitled to be cast at
the Annual Meeting by the stockholders is required to take stockholder action.
The presence at the Annual Meeting, in person or by proxy, of the holders of a
majority of the votes entitled to be cast by all stockholders will constitute a
quorum for the transaction of business at the Annual Meeting. If a quorum is not
present, in person or by proxy, the Annual Meeting may be adjourned until a
later time when a quorum is obtained. Abstentions and broker non-votes will be
counted for purposes of determining the presence or absence of a quorum for the
transaction of business. With respect to all matters other than the election of
directors, an abstention will have the same effect as a vote against any
specified proposal. In the election of directors, an abstention will not have
any effect. A broker non-vote will have no effect on the outcome of any vote of
the stockholders. A broker non-vote occurs if a broker or other nominee does not
have discretionary authority and has not received instructions with respect to a
particular item. Stockholders are urged to sign the accompanying proxy card and
return it promptly.
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When a signed proxy card is returned with a vote specified, the shares
represented will be voted by the proxies designated on the proxy card in
accordance with the stockholder's instructions. Unless otherwise designated on
the proxy card, the proxies for the stockholders are Eric L. Oliver and Jon M.
Morgan. A stockholder wishing to name another person as his or her proxy may do
so by designating another proxy by inserting the name(s) of such other person(s)
to act as his or her proxy(ies). In that case, it will be necessary for the
stockholder to sign the proxy card and deliver it to the person named as his or
her proxy and for the person so named to be present and vote at the Annual
Meeting. Proxy cards so marked should not be mailed to us at our principal
executive offices.
If a signed proxy card is returned and the stockholder has made no voting
specification, the shares will be voted:
- for the election of each of the nominees for the Board of Directors
identified herein; and
- at the discretion of the proxies, on any other matter that may
properly come before the Annual Meeting. Valid proxies will be voted
at the Annual Meeting in the manner specified.
Any stockholder giving a proxy has the unconditional right to revoke it at any
time before it is voted by either:
- notifying the Secretary of the Company in writing,
- executing a subsequent proxy, or
- personally appearing at the Annual Meeting and casting a contrary
vote.
However, no revocation will be effective unless we, at or prior to the Annual
Meeting, have received notice of such revocation.
As of the Record Date, 1,992,056 shares of Common Stock were issued and
outstanding. In addition, 333,333 shares of Common Stock are deemed outstanding
for voting purposes with respect to the 80,000 shares of Series A Preferred
Stock ("Series A") and 233,276 shares of Common Stock are deemed outstanding for
voting purposes with respect to the 80,000 shares of Series B Preferred Stock
("Series B"). Therefore, there are a total of 2,558,665 voting shares as of the
Record Date.
ADDITIONAL INFORMATION
We are subject to the informational requirements of the Securities Exchange Act
of 1934, as amended ("Exchange Act") and are therefore required to file periodic
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission") related to our business, financial statements and
other matters. Such reports, proxy statements and other information are
available for inspection and copying at the Commission's principal office, Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, where
copies may be obtained upon payment of the fees prescribed by the Commission
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such documents may also be obtained through the Website
maintained by the Commission at http://www.sec.gov.
3
PROPOSAL ONE--ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS
The Board of Directors of AMEN has set the number of directors constituting the
Board at six. The following six persons, all of whom currently serve as
directors, have been designated by the Board of Directors as nominees for
election as director:
Eric L. Oliver was appointed as a director of AMEN in July 2001, and was
appointed Chairman of the Board and Chief Executive Officer on September 19,
2002. Since 1997, he has been President of SoftSearch Investment, Inc., an
investment firm in Abilene, Texas. Since 1998, he has also served as President
of Midland Map Company LLC, a company that creates hand drafted ownership maps
throughout the Permian Basin. He is on the Board of Directors of the First
National Bank of Midland, and of Love and Care Ministries, an inner city
homeless initiative.
Jon M. Morgan was appointed as a director of AMEN in October 2000, and was
appointed President and Chief Operating Officer on September 19, 2002. Mr.
Morgan has more than 17 years experience in launching and managing successful
businesses in both investment management services and in the energy field. He is
founder of several businesses including Morgan Capital Group, Inc., the Packard
Fund, and is President of J.M. Mineral & Land Co.
Bruce E. Edgington has been director of AMEN since November 1995. From 1979
through 1988, Mr. Edgington was a registered representative with Johnston Lemon
& Co., a securities broker-dealer, where his responsibilities included the
management of retail securities accounts and administration. In 1988 he founded
and continues to be an officer, director and stockholder of DiBiasio &
Edgington, a firm engaged in providing software to investment firms and money
managers.
Earl E. Gjelde has served as an AMEN director since April 1997. From 1989
through 1993, he was Vice President of Chemical Waste Management, Inc. and from
1991 to 1993 was Vice President of Waste Management Inc. (currently WMX
Technologies, Inc.). Since 1991, Mr. Gjelde has been Managing Director, Summit
Group International, Ltd., an energy and natural resource consulting firm with
Internet based security controlled document systems and Managing Director,
Summit Energy Group, Ltd., an energy development company and since 1996, a
partner in Pipeline Power Partners, LP, a natural gas services company. From
1980 through 1989, Mr. Gjelde held various federal government positions
including Under Secretary and Chief Operating Officer of the U.S. Department of
Interior from 1985 through 1989 and Special Assistant to the Secretary, Chief
Operating Officer, U.S. Department of Energy from 1982 through 1985. He is a
member of the Board of Directors of The United States Energy Association, The
World Energy Congress, the National Wilderness Institute, Allied Technologies
Group, Inc., and publicly held Electrosource, Inc.
Donald M. Blake, Jr. was appointed to the Board of Directors on February 26,
2003. He is Executive Vice President and Principal of Joseph J. Blake and
Associates, Inc. ("Blake and Associates"), an international commercial real
estate due diligence firm. The company founded by his grandfather specializes in
the valuation of debt and equity and
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assessment reports for engineering and environmental issues concerning real
property. Over the past 57 years, the firm has served the nation's leading
investors, lenders and owners of real estate. Blake and Associates maintains
operations throughout the United States, Latin America and Japan. Mr. Blake is a
Member of the Appraisal Institute and is active with a variety of real estate
organizations such as the Mortgage Bankers Association, Pension Real Estate
Association, The Commercial Mortgage Securitization Association and the Urban
Land Institute. Former Governor Mario Cuomo of New York appointed Mr. Blake to
the charter advisory board of the New York State Appraisal Certification Board.
The board developed the standards and ethical standards for all licensing and
certification for appraisers in accordance with state legislation. He was also
appointed to the real estate advisory board of the business school of Babson
College, Wellesley, Massachusetts. Mr. Blake received a BA from Hobart College,
Geneva, New York in 1979 and a MSM with a concentration in commercial real
estate finance from Florida International University, Miami, Florida in 1981.
G. Randy Nicholson was appointed to the Board of Directors on February 26, 2003.
He graduated from Abilene Christian College in 1959. From 1959 to 1971, Mr.
Nicholson was self-employed in Abilene as a CPA. In 1971, he established E-Z
Serve, Inc., a gasoline marketing company. Mr. Nicholson has served as Chairman
of the Board of Auto-Gas Systems, Inc. since 1987. AutoGas developed the
pay-at-the pump technology processing paperless credit and debit card
transactions at the fuel island. Headquartered in Abilene, Texas, AutoGas
continues to introduce innovative technological advancements in the automated
fueling industry, most recently with loyalty products such as DIGITAL REWARDS(R)
and Quantum 360sm. He joined the Board of Trustees of Abilene Christian
University in 1981. Mr. Nicholson is a member of the Texas Society of Certified
Public Accountants and was recently named an honorary member of the American
Institute of Certified Public Accountants (AICPA) having been member for 40
years. He is presently serving as Chairman of the Technology Committee for the
City of Abilene.
If elected, each director will hold office until the annual meeting of
stockholders in 2004 or until his successor is duly elected and qualified. The
election of directors will be decided by a plurality of the votes cast at the
meeting by the holders of the Common Stock, and accordingly, abstentions and
"broker non-votes" will have no effect on the election of directors. Election of
all six nominees will constitute a ratification and approval by the stockholders
of the Board's action setting the number of directors at six. Stockholders may
not cumulate their votes in the election of directors. All nominees have
consented to serve if elected, but if any nominee becomes unable to serve, the
persons named as proxies may exercise their discretion to vote for a substitute
nominee. Management has no reason to believe that any of the nominees will be
unable to serve.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS
VOTE "FOR" EACH OF THE NOMINEES FOR DIRECTOR SET FORTH ABOVE
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
General. The Company's voting securities include both the Common Stock and the
Preferred Stock. The holders of the Preferred Stock are entitled to vote
together with the holders of the Common Stock as a single class on the basis of
a number of votes equal to a number of shares of Common Stock determined in
accordance with the Certificates of Designation for the Preferred Stock. Because
the Preferred Stock and the Common Stock vote together as a single class and
because the Preferred Stock is convertible into Common Stock, the beneficial
ownership of the voting securities of the Company is set forth in the following
tables reflecting beneficial ownership of Common Stock, and no separate
Preferred Stock ownership tables are provided. Please note that that number of
votes held by the holders of Series B is the same as the number of shares into
which the Series B is convertible, but that the number of votes held by the
holders of the Series A is approximately one-half of the number of shares of
Common Stock into which the Series A is convertible. Therefore, in the footnotes
to the following ownership tables, the number of votes attributable to the
ownership of Series A is set forth in parenthesis following the number of shares
into which such Series A is convertible.
Unless otherwise noted, all persons named in the following ownership tables have
sole voting and sole investment power with respect to all shares of voting stock
beneficially owned by them, and no persons named in the table or acting as
nominees for any persons or otherwise under the control of any person or group
of persons. As used herein, the term "beneficial ownership" with respect to a
security means the sole or shared voting power (including the power to vote and
direct the vote) or sole or shared investment power (including the power to
dispose or direct the disposition) with respect to the security, including a
right to acquire any such power during a period of sixty (60) days from the
Record Date. Percentage of beneficial ownership is based upon 1,992,056 shares
of Common Stock outstanding as of April 2, 2003 (whether upon conversion of the
Preferred Stock, exercise of vested stock options or otherwise), and for the
purpose of computing the percentage ownership of certain persons or groups, the
shares of Common Stock that the person has the right to acquire within sixty
(60) days of April 2, 2003 are deemed to be outstanding as of that date. Such
shares deemed to be outstanding as to one person are not deemed outstanding for
purposes of computing the percentage ownership of any other person.
The information in this Proxy Statement concerning the number of shares of
Common Stock or voting rights related thereto reflects the adjustments to the
number of shares resulting from the 1-for-4 reverse stock split approved by the
stockholders of the Company on January 30, 2003 and effective February 3, 2003.
6
Security Ownership of Certain Beneficial Owners. The following table and
accompanying notes contain information about any person (including any "group")
who is known by us to be the beneficial owner of more than 5% of AMEN's Common
Stock as of April 2, 2003, based upon copies of Schedule 13Ds and Schedule 13Gs
received by the Company.
------------------------------------------------ ---------------------------------------------- --------------------------------
Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent Beneficially Owned
------------------------------------------------ ---------------------------------------------- --------------------------------
------------------------------------------------ ---------------------------------------------- --------------------------------
Dodge Jones Foundation
P.O. Box 176 184,934(1) 8.5%
Abilene, TX 79604
------------------------------------------------ ---------------------------------------------- --------------------------------
------------------------------------------------ ---------------------------------------------- --------------------------------
Steve Wike 120,970 6.1%
8701 Interlachen Circle
Wilmington, NC 28411
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------------------------------------------------ ---------------------------------------------- --------------------------------
Timothy B. Robertson 100,000 5.0%
295 Bendix Road, Suite 130
Virginia Beach, VA 23452
------------------------------------------------ ---------------------------------------------- --------------------------------
(1) Includes 107,878 shares upon conversion of Series A (representing 58,333
voting shares) and 77,056 shares upon conversion of Series B, owned by Dodge
Jones Foundation.
7
Security Ownership of Management. The following table and accompanying notes
contain information about the beneficial ownership of Common Stock as of April
2, 2003 by each of AMEN's (a) directors and director nominees, and (b) executive
officers as defined in Item 402(a)(2) of Regulation S-B, and (c) all of AMEN's
executive officers, directors and director nominees as a group.
Name and Address of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership Beneficially Owned
Eric Oliver (Current Chairman, CEO)
400 Pine Street
Abilene, TX 79601 207,861 (1) 9.6%
Jon Morgan (Current Pres., COO, Director)
303 W. Wall St., Ste. 1700
Midland, TX 79701 172,403 (2) 8.1%
Bruce Edgington (Current Director)
7857 Heritage Drive
Annandale, VA 22003 172,384(3) 8.0%
Earl E. Gjelde (Current Director)
42 Bristlecone Crt.
Keystone, CO 80435 45,694(4) 2.2%
Gary A. Struzik (Former Officer)
21305 Highwood Ct.
Sterling, VA 20165 37,604 (5) 1.8%
Scott Fehrenbacher (Former Officer)
2830 Barrow Pl.
Midlothian, VA 23113 33,750 (6) 1.7%
Eric D. Boyt (Current CFO)
2501 Fannin Ave.
Midland, TX 79705 0 0%
Donald M. Blake, Jr. (Current Director)
298 Fifth Ave., 7th Floor
New York, NY 10001 4,000 .3%
G. Randy Nicholson (Current Director) 1202 Estates Drive, Ste. D
Abilene, TX 79602 0 0%
All Current Directors and Officers as a Group 604,342 24.5%
(1) Includes 76,813 shares beneficially owned by Softvest L.P. Mr. Oliver is
General Partner and lead investment officer of Softvest L.P. Also includes
77,056 shares
8
issuable upon conversion of Series A (representing 41,667 voting
shares) and 10,272 shares issuable upon conversion of Series B, all beneficially
owned by SoftOP, L.P. and Lighthouse Partners, L.P., respectively. Mr. Oliver is
General Partner of SoftOP, L.P. and a Limited Partner of Lighthouse Partners,
L.P. Also includes 77,056 shares issuable upon conversion of Series B,
beneficially owned by SoftOP, L.P. Also includes 5,193 shares issuable upon
exercise of currently exercisable stock options.
(2) Includes 61,645 shares issuable upon conversion of the Series A
(representing 33,333 voting shares), beneficially owned by the Jon M. Morgan
Pension Plan. Mr. Morgan is trustee of the Jon M. Morgan Pension Plan. Also
includes 61,645 shares issuable upon conversion of the Series A (representing
33,333 voting shares), beneficially owned by J.M. Mineral and Land Co., Inc. Mr.
Morgan is President of J.M. Mineral and Land Co, Inc. Also includes 9,632 shares
issuable upon conversion of the Series B, and 9,492 shares issuable upon
exercise of currently exercisable stock options.
(3) Includes 50,000 issuable upon conversion of the Series B, 80,540 shares of
restricted common stock and 41,935 shares issuable upon exercise of currently
exercisable stock options.
(4) Includes 29,205 shares issuable upon conversion of the Series B, and 15,864
shares issuable upon exercise of currently exercisable stock options.
(5) Includes 37,354 shares issuable upon exercise of currently exercisable stock
options. Mr. Struzik's employment contract was terminated on November 15, 2002.
(6) Consists entirely of shares issuable upon exercise of currently exercisable
stock options. Mr. Fehrenbacher's employment contract was terminated on
September 19, 2002.
(7) Includes 2,000 shares held in a grantor trust where Mr. Blake is the
trustee.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires that our executive officers and directors and persons who own
more than ten percent of a registered class of AMEN's equity securities
(collectively, the "Reporting Persons") to file reports of ownership and changes
in ownership with the Securities and Exchange Commission and to furnish the
Company with copies of these reports. The Company believes that all filings
required to be made by the Reporting Persons during the fiscal year ended
December 31, 2002 were made on a timely basis except for the filing required to
be made by Eric Boyt upon his election as Chief Financial Officer on November
16, 2002. Mr. Boyt did subsequently file the required Form 3, noting no
beneficial ownership in the Company.
9
MANAGEMENT
The following table sets forth the names, ages and positions of the executive
officers, directors and director nominees of the Company as of the date of the
Annual Meeting. The respective backgrounds of the directors are set forth above
under "Proposal One", and Mr. Boyt's background is set forth following the
table:
Name Age Title
Eric L. Oliver (1) (2) (4) 44 Chairman of the Board of Directors & Chief Executive Officer
Jon M. Morgan (3) 44 President, Chief Operating Officer & Director
Eric D. Boyt 33 Chief Financial Officer and Secretary
Bruce E. Edgington (1) (2) (3) (4) 45 Director
Earl E. Gjelde (1) (2) (3) 58 Director
Donald M. Blake 47 Director
G. Randy Nicholson(1)(2) 65 Director
------------
(1) Members of Compensation Committee
(2) Members of Audit Committee
(3) Members of Nominating Committee
(4) Members of Investment Committee
Eric D. Boyt was appointed Chief Financial Officer of the Company in November
2002. He graduated from Southwestern University in Georgetown, TX with a degree
in accounting in 1992. He spent four years as an auditor with the predecessor of
PricewaterhouseCoopers in Houston, TX where he focused on audits of the
petroleum industry. He then spent two years with UMC Petroleum (now Ocean
Energy) where he managed their oil and gas partnerships. He then spent four
years with Enron in Houston, two of which were spent in the international
division conducting due diligence for mergers and acquisition activity. The last
two years were spent in Enron North America's natural gas trading and
origination business unit.
The Board of Directors of AMEN may consider the addition of Board members for
appointment during 2003. Such appointment, if any, will be rendered in a manner
consistent with our By-Laws and will be announced at the time of appointment.
Each director serves until the next annual meeting of stockholders and the
election and qualification of their successors. Subject to the terms of
employment agreements generally, executive officers are appointed by the Board
of Directors annually and serve at the discretion of the Board. There are
currently no employment agreements between the Company and any of its officers.
While the officers of the Company devote such time as they determine to be
necessary to the management of the Company, they and their affiliates are also
engaged in other business activities, including those which are the same as or
similar to the business of the Company. The officers receive compensation from
such other activities which is not borne directly or indirectly by the Company
and which is not related to any services
10
provided to the Company. The Company does not currently pay any salaries to
its officers, although Mr. Boyt is paid fees for services rendered. See
"Executive Compensation and Other Information".
MEETING ATTENDANCE AND COMMITTEES OF THE BOARD
AMEN's business is managed under the direction of the Board of Directors. The
Board meets during our fiscal year to review significant developments and to act
on matters requiring Board approval. The Board of Directors held four formal
meetings and acted by unanimous written consent and through teleconference
meetings eight times during the fiscal year ended December 31, 2002. No director
attended fewer than 75% of the aggregate of the total number of meetings of the
Board of Directors and their respective committee meetings held subsequent to
their election to the Board in 2002.
The Board of Directors has established an Audit Committee, a Compensation
Committee, a Nominating Committee and an Investment Committee to devote
attention to specific subjects and to assist the Board in the discharge of its
responsibilities. The functions of these committees and their members as of the
date of the Annual Meeting are described in the following table:
------------------------------------- ---------------------------------------------------- -------------------
Name of Committee and Members Meetings in 2002
Functions of Committee
------------------------------------- ---------------------------------------------------- -------------------
------------------------------------- ---------------------------------------------------- -------------------
Audit - Confers with independent accountants
regarding scope of examination and 3
Bruce Edgington (chair) independence as required by the Independence
Earl Gjelde Standards Board
Eric Oliver - Reviews reports of independent
accountants and our financial statements for
inclusion in filings with SEC
- Reviews recommendations about internal
controls and quality of financial reporting
- Selects independent accountants
------------------------------------- ---------------------------------------------------- -------------------
------------------------------------- ---------------------------------------------------- -------------------
Compensation - Advises Board and consults with
Earl E. Gjelde (chair) management concerning salaries, incentives 1
Bruce E. Edgington and other forms of compensation for the
Eric L. Oliver officers and other employees of the Company
- Administers the Company's existing Stock
Option Plans
------------------------------------- ---------------------------------------------------- -------------------
------------------------------------- ---------------------------------------------------- -------------------
Nominating - Prepares summary evaluations of Board
capabilities, needs, performance, and other 1
Jon Morgan (chair) functions as determined by the Board
Bruce E. Edgington - makes recommendations to Board of changes
Earl Gjelde in composition of the Board including
dismissal or additions of members to the Board
- Evaluates and recommends to Board
specific nominees for directorate
------------------------------------- ---------------------------------------------------- -------------------
------------------------------------- ---------------------------------------------------- -------------------
-
------------------------------------- ---------------------------------------------------- -------------------
11
AUDIT COMMITTEE REPORT. The Audit Committee oversees our financial reporting,
internal controls and audit functions on behalf of the Board of Directors. In
fulfilling its oversight responsibilities, the Committee has reviewed the
audited consolidated financial statements in the Annual Report on Form 10-KSB
with management including discussions of accounting principles, reasonableness
of judgments, and the clarity of financial disclosures. The Committee also
reviewed with the independent auditors their assessment of financial statements
and of management's judgments in deriving the financial statements. In addition,
the Committee has discussed with the independent auditors the auditors'
independence from management of AMEN including the matters in the written
disclosures required by the Independence Standards Board. The Committee also met
with the independent auditors, with and without management present, to discuss
their examinations, evaluations of our internal controls and the overall quality
of our financial reporting. The Committee held four meetings in 2002.
Based on the review and discussions referred to above, the Committee recommended
to the Board of Directors that the audited consolidated financial statements be
included in AMEN's Annual Report on Form 10-KSB for filing with the Securities
and Exchange Commission.
A majority of the members of the Committee are independent in that they are not
officers or employees of AMEN. The members also do not have relationships which,
in the opinion of Board of Directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director serving
on this committee.
Bruce Edgington, Audit and Investment Committee chair
Earl E. Gjelde, Audit Committee member
Eric L. Oliver, Audit and Investment Committee member
NOMINATING PROCEDURE. Stockholders desiring to submit recommended Board
nominees should do so in writing to the Company, to the attention of Jon M.
Morgan.
12
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following Summary Compensation Table sets forth all compensation awarded to,
earned by or paid for services rendered to AMEN in all capacities during 2000,
2001 and 2002 by the Company's Chief Executive Officer at the end of 2002 and
two former officers who were in office for a portion of 2002 and whose total
annual salary and bonus exceeded $100,000 in 2002.
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards
Securities
Bonus & Other Annual Underlying All Other
Commission Compensation Options/ Compensation
Name and Principal Position Year Salary($) ($) ($) (2) SARs (3) ($) (4)
--------------------------- ---- --------- --- -------- -------- -------
Eric L. Oliver (1) 2002 0 0 0 3,522 0
Chief Executive Officer
Scott Fehrenbacher 2000 110,000 3,864 6,727 2,500 0
Former Chief Executive Officer and 2001 126,320 10,000 7,482 25,000 0
President (5) 2002 278,482 0 5,583 0 0
Gary A. Struzik 2000 118,885 0 6,727 0 168
Former Chief Financial Officer and 2001 120,600 5,000 7,482 13,750 168
Secretary (6) 2002 123,255 0 7,575 (3,465) 158
(1) Mr. Oliver became the Company's Chief Executive Officer on September 19,
2002. He did not receive any salary or bonus during 2002, and is not
currently paid a salary.
(2) Other Annual Compensation represents medical insurance premiums paid by the
Company on behalf of the named executive.
(3) See "OPTION GRANTS IN LAST FISCAL YEAR". Share amounts reflect the 1-for-4
reverse stock split. See "Security Ownership of Certain Beneficial Owners
and Management".
(4) All Other Compensation represents life insurance premiums paid by AMEN on
behalf of the listed executive officers and individuals.
(5) Effective September 19, 2002, the Board of Directors accepted Mr.
Fehrenbacher's resignation from the Board and the position of Chief
Executive Officer and President. Salary figure includes $173,332 severance
benefit per the employee contract.
(6) The Board of Directors terminated Mr. Struzik's employment agreement with
the Company, effective November 15, 2002. Salary figure includes $17,839 in
severance pay. The negative number of shares shown for 2002 reflect the
expiration of unvested options previously granted.
None of the current officers of the Company receive any salaries. Mr. Boyt
receives fees for services rendered to the Company, which totaled $16,154 in
2002.
13
The following tables set forth information with respect to stock options granted
to executive officers or individuals named in the "Summary Compensation Table",
if any, during the fiscal year ended December 31, 2002, and the potential
realizable value at assumed annual rates of stock price appreciation as
indicated, over the option term.
STOCK OPTION GRANTS IN LAST FISCAL YEAR (1)
Number of Percent of
Securities Total Options Granted
Underlying to Employees Exercise
Options In Or Base Price Expiration
Name Granted 2002 Per Share($) Date
---- ------- ------ ------------- ----------
Eric L. Oliver 3,522 3% $5.12 2/2/2012
(1) All options are non-qualified options. No options were exercised by
any of the named executives. Mr. Fehrenbacher and Mr. Struzik also
received grants during the year, but these options expired upon their
termination of employment in September and November 2002,
respectively. The information provided reflects the 1-for-4 reverse
stock split. See "Security Ownership of Certain Beneficial Owners and
Management".
AGGREGATED OPTION EXCERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES(1)
------------------------ ----------------- ---------------- ----------------------------------- -----------------------------------
Number
Shares Number of Unexercised Securities Value of Unexercised
Acquired Underlying Options In-The-Money Options
on Value at 12/31/02 at 12/31/02
Name Exercise Realized Exercisable/Unexercisable(2) Exercisable/Unexercisable
------------------------ ----------------- ---------------- ----------------------------------- -----------------------------------
Eric L. Oliver --- --- 5,193/0 $0/$0
------------------------ ----------------- ---------------- ----------------------------------- -----------------------------------
Scott Fehrenbacher --- --- 33,750/0 $0/$0
------------------------ ----------------- ---------------- ----------------------------------- -----------------------------------
Gary A. Struzik --- --- 37,354/0 $0/$0
------------------------ ----------------- ---------------- ----------------------------------- -----------------------------------
(1) The option values above are based on the difference between the option
exercise price and the market price for the Common Stock quoted on the Nasdaq
SmallCap Market on December 31, 2002.
(2) Share amounts reflect the one for four reverse stock split. See "Security
Ownership of Certain Beneficial Owners and Management".
DIRECTOR COMPENSATION
We do not provide directors who are also officers of AMEN additional
compensation for their service as directors. All non-employee directors receive
reimbursement of reasonable expenses incurred in attending Board and Committee
meetings.
The Board compensation for the year 2002 consisted of the following:
-- Each director was granted 3,522 ten-year options to purchase shares of
AMEN common stock at the market price of $5.12 per share.
-- Out of these 3,522 options, 2,613 vested immediately, and 909 options
vested upon attendance at an aggregate total of ten Board and
committee meetings throughout 2002. Nonvested options were cancelled
at the end of 2002.
-- Each Committee Chairman received an additional 455 ten year vested
options exercisable at $5.12 per share.
-- The former Chairman of the Board received a total of 4,835 ten-year
options exercisable at $5.12 per share under the same conditions as
the other directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In June 2001, the Board of Directors authorized a $17,500 advance of AMEN funds
to Scott Fehrenbacher, then the Chief Executive Officer and President. The
amount outstanding as of December 31, 2002 was $0.
In connection with the sale of substantially all of the Company's assets, Mr.
Fehrenbacher, former Chief Executive Officer and Mr. Struzik, former Chief
Financial Officer, had their employment contracts terminated, resulting in a
contractual severance benefit to Mr. Fehrenbacher of $173,332 and severance
payments to Mr. Struzik of $106,839.
In October 2002, the Company completed the purchase of approximately 64.9% of
the limited partnership shares of TCTB Partners, Ltd. ("TCTB"). Eric Oliver,
Chairman and Chief Executive Officer of the Company, and Jon Morgan, President
and Chief Operating Officer of the Company, either directly or beneficially
owned interests in TCTB. Mr. Morgan is also President of TCTB Company, Inc., the
general partner of TCTB that controls its daily operations. Mr. Oliver sold all
his LP Interest in TCTB totaling 7.94% (which he owned beneficially through a
limited partnership), and Mr. Morgan sold all his LP Interest in TCTB totaling
10.54%. The Company did not acquire any interest in TCTB Company, Inc., which is
primarily owned by the original limited partners of TCTB, but has the authority
to change the general partner of TCTB due to its ownership of approximately
64.9% of the LP Interests of TCTB. Both Mr. Oliver and Mr. Morgan retained their
proportionate share of their interest in TCTB Company, Inc. Assuming the
conversion of their Preferred Stock, Mr. Oliver and Mr. Morgan beneficially own
9.6% and 8.1%, respectively, of the outstanding shares of the Company. Other
preferred and common shareholders of the Company also sold their 21.14% total LP
Interest in TCTB to the Company.
The TCTB acquisition was funded with $1,945,874 in cash and the creation of
$2,789,087 in Promissory Notes between AMEN and the selling partners ("the TCTB
Notes"). The TCTB Notes totaling $2,789,087 stipulate a floating interest rate
of 15 basis points above the prime lending rate, beginning at 4.9% and never to
exceed 6%. The interest rate will be adjusted every October 1, beginning October
1, 2003. The TCTB Notes are payable in consecutive annual installments, the
first of which is due and payable on or before April 1, 2005, and one of which
becomes due and payable on or before the same day of each succeeding year until
the entire unpaid principal balance and all accrued and unpaid interest is fully
paid. The amount of each annual payment is based upon the Net Operating Loss
Benefit we realize, defined as the dollar value of the federal income tax
benefit to the Company in utilizing the Company's net operating loss
carryforward as defined in the Internal Revenue Service Code. Therefore, we will
make the first payment on April 1, 2005. It will be related to the 2004 fiscal
year Net Operating Loss Benefit. If the TCTB Notes are not paid prior to May 31,
2009 they become due and payable.
Additionally, during 2002, certain parties related to the officers and directors
of the Company were tenants in a building owned by TCTB in Midland, TX. TCTB
received rental income from these related parties of approximately $273,000 in
2002.
We may in the future enter into other transactions and agreements incident to
our business with directors, officers, principal stockholders and other
affiliates. We intend for all such transactions and agreements to be on terms no
less favorable than those obtainable from unaffiliated third parties on an
arm's-length basis. In addition, the approval of a majority of the AMEN
directors will be required for any such transactions or agreements.
PERSONS MAKING THE SOLICITATION
The enclosed proxy is solicited on behalf of the Board of Directors of AMEN. We
will pay the cost of soliciting proxies in the accompanying form. We may solicit
proxies by email, mail, telephone and delivery service by officers, directors
and our employees. We may also request banking institutions, brokerage firms,
custodians, and trustees, or their nominees and fiduciaries to forward
solicitation material to the beneficial owners of the common stock that those
companies or persons hold of record. We will pay for reasonable costs of the
solicitation and will reimburse forwarding expenses.
FINANCIAL INFORMATION
We have provided a copy of our annual report on Form 10-KSB together with this
proxy Statement, additional copies of which are available, without charge, by
contacting us at the address provided herein.
EXTERNAL AUDITOR INFORMATION
As previously disclosed, on September 25, 2002, the Company received formal
notification that Ernst & Young LLP ("E&Y") resigned as the Company's principal
Independent Public Accountants. During the Company's two most recent fiscal
years and the interim period preceding termination, there were no disagreements
between the Company and E&Y on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of E&Y would have caused it
to make reference to the subject matter of the disagreement(s) in connection
with its report.
Effective September 30, 2002, Johnson, Miller & Co. was engaged as the new
independent accountant for the Company. The decision to engage Johnson, Miller &
Co. was recommended and approved by the Audit Committee of the Board of
Directors.
Audit Fees: The aggregate fees paid to Ernst & Young LLP for professional
services rendered for the audit of the financial statements and for reviews of
reports on Forms 10-Q was $71,871 and $62,785 during 2002 and 2001,
respectively. The aggregate fees paid to Johnson Miller & Co. for the review of
the report on 10-Q for the third quarter during 2002 was $3,877.
Audit Related Fees: None.
Tax Fees: The Company did not pay its principal accountant any fees for tax
related matters. The Company retained a separate firm for tax matters.
Other Fees: The aggregate other fees paid to Johnson Miller & Co. during 2002
totaled $22,950. The fees were paid in connection with preparation of audited
financial statements included in the August 2002 proxy statement in connection
with the stockholder vote on the Company's new business plan.
The Company expects that representatives of Johnson Miller & Co. will be present
at the Annual Meeting to respond to appropriate questions and to make a
statement if they desire to do so.
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for action at
the meeting other than the matters set forth herein. Should any other matter
requiring a vote of stockholders arise, the proxies in the enclosed form confer
upon the person or persons entitled to vote the shares represented by such
proxies discretionary authority to vote the same in accordance with their best
judgment in the interest of AMEN.
All stockholder proposals submitted for inclusion in the Company's proxy
statement and form of proxy for the Annual Meeting of Stockholder of the Company
to be held in 2004 must be received at the Company's principal executive
offices, 303 West Wall Street, Suite 1700, Midland, Texas 79705, Attention: Eric
Boyt, by December 11, 2003. Such proposals must also comply with the applicable
regulations of the Securities and Exchange Commission. Notice to the Company of
all other stockholder proposals (not submitted for inclusion in the Company's
proxy statement and form of proxy) for the 2004 Annual Meeting will not be
considered timely unless received at the Company's principal executive offices
as set forth above on or before February 26, 2004.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU EXPECT TO
ATTEND THE MEETING IN PERSON, YOU ARE URGED TO COMPLETE, SIGN AND RETURN THE
PROXY IN THE ENCLOSED POSTAGE-PAID, ADDRESSED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS,
By: /s/ERIC D. BOYT
-----------------
ERIC D. BOYT
CHIEF FINANCIAL OFFICER AND SECRETARY
AMEN PROPERTIES, INC.
303 WEST WALL STREET, STE. 1700
MIDLAND, TX 79701
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMEN PROPERTIES INC. FOR
THE ANNUAL MEETING OF STOCKHOLDERS ON MAY 7, 2003
The undersigned hereby constitutes and appoints Eric L. Oliver and Jon M.
Morgan, and each of them, his true and lawful agents and proxies with full power
of substitution in each, to represent the undersigned at the Annual Meeting of
Stockholders to be held at the Midland Petroleum Club, located at 501 West Wall
Street, Midland, TX 79701, in the Basin Room, at 8:30 a.m., local time, on
Wednesday, May 7, 2003, and at any adjournments thereof, on all matters coming
before said meeting.
PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE: /X/
1. ELECTION OF , ERIC L. OLIVER, JON M. MORGAN, BRUCE E. EDGINGTON, EARL E.
GJELDE, , DON BLAKE AND G. RANDY NICHOLSON TO THE AMEN PROPERTIES BOARD OF
DIRECTORS.
IN FAVOR OF ALL NOMINEES [ ]
WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES [ ]
WITHHOLD THE FOLLOWING: ---------------------------------------
---------------------------------------
---------------------------------------
---------------------------------------
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided above.)
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual 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 IN FAVOR of the election of the directors named in this proxy card.
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT
PROMPTLY
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY
STATEMENT FOR THE MAY 7, 2003 ANNUAL MEETING OF
STOCKHOLDERS AND THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB
Stockholder Signature(s): _______________________ _________________________
Date: _____________________________
Stockholder Printed Name(s): ____________________ _________________________
Please sign your name exactly as it appears hereon. Joint owners must each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give your full title as it appears thereon. If a corporation, please sign in
full corporate name as President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.