-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LYxodlfaRaxJ83xiHH0+AFawCPwzyS6GRX4oIrsSmDPq6bD3pvOOT5u3mFJAQJ9Z Km69TMvJuOCilp5iZAzvQA== 0000916641-96-000087.txt : 19960209 0000916641-96-000087.hdr.sgml : 19960209 ACCESSION NUMBER: 0000916641-96-000087 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960326 FILED AS OF DATE: 19960208 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PETROLEUM & RESOURCES CORP CENTRAL INDEX KEY: 0000216851 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 135506797 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-02736 FILM NUMBER: 96513477 BUSINESS ADDRESS: STREET 1: SEVEN ST PAUL ST STREET 2: STE 1140 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4107525900 MAIL ADDRESS: STREET 1: 7 ST PAUL STREET STREET 2: STE 1140 CITY: BALTIMORE STATE: MD ZIP: 21202 DEF 14A 1 PETROLEUM & RESOURCES NOTICE OF ANNUAL MEETING 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 Section 240.14a-11(c) or Section 240.14a-12 PETROLEUM & RESOURCES CORPORATION (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than Registrant) Payment of Filing Fee (Check the appropriate box): (X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. ( ) $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). ( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: ( ) Fee paid previously with preliminary materials. ( ) Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule, or Registration Statement No.: 3) Filing Party: 4) Date Filed: PETROLEUM & RESOURCES CORPORATION Seven St. Paul Street Baltimore, Maryland 21202 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS MARCH 26, 1996 Notice is hereby given that the annual meeting of stockholders of PETROLEUM & RESOURCES CORPORATION, a Maryland corporation (the "Corporation"), will be held at the Hyatt Regency Westshore (Wilson's Plover Room, 14th floor), 6200 Courtney Campbell Causeway, Tampa, Florida, on Tuesday, March 26, 1996 at 11:00 a.m., for the following purposes: (a) to elect directors as identified in the Proxy Statement for the ensuing year; (b) to consider and vote upon the ratification of the selection of Coopers & Lybrand L.L.P. as the firm of independent accountants to audit the books and accounts of the Corporation for or during the year ending December 31, 1996; and (c) to transact such other business as may properly come before said meeting or any adjournment thereof. The Board of Directors has fixed the close of business on February 7, 1996, as the record date for the determination of the stockholders entitled to notice of and to vote at the meeting. By order of the Board of Directors, J. G. WHITNEY VICE PRESIDENT AND SECRETARY Baltimore, Maryland 21202 February 8, 1996 NOTE: STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO FILL IN, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE WITHOUT DELAY. PETROLEUM & RESOURCES CORPORATION Seven St. Paul Street Baltimore, MD 21202 PROXY STATEMENT February 8, 1996 This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Petroleum & Resources Corporation, a Maryland corporation (the "Corporation"), for the annual meeting of stockholders to be held on Tuesday, March 26, 1996 and is first being sent to stockholders on or about February 8, 1996. Only stockholders of record at the close of business on February 7, 1996 are entitled to vote at the annual meeting to be held on March 26, 1996. On the record date the Corporation had outstanding 12,739,383 shares of Common Stock ("Common Stock"). The holders of the Common Stock shall be entitled to one vote per share. The Corporation has no other class of security outstanding. Directors shall be elected by a plurality of the votes cast at the meeting. Proposal (b) referred to below requires the affirmative vote of a majority of the votes cast at the meeting. Unless otherwise required by the Corporation's Articles of Incorporation or By-laws, or by applicable Maryland law, any other matter properly presented for a vote at the meeting will require the affirmative vote of a majority of the votes cast at the meeting. Shares of Common Stock represented by proxies which are marked "withhold authority" (with respect to the election of any nominee for election as director) or marked abstain or which constitute a broker non-vote will be counted as present at the meeting for determining a quorum. (Broker non-votes occur when a nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and such nominee does not possess or choose to exercise discretionary authority with respect thereto.) With respect to any matter to be decided by a plurality or majority of the votes cast at the meeting, proxies marked "withhold authority" (with respect to the election of any nominee for election as director) or marked abstain or which constitute a broker non-vote will not be counted for the purpose of determining the number of votes cast at the meeting, and therefore will have no effect on any such vote. The purposes for which the annual meeting to be held on March 26, 1996 is being called are: (a) the election of directors of the Corporation; (b) the ratification of the selection of Coopers & Lybrand L.L.P. as the firm of independent accountants to audit the books and accounts of the Corporation for or during the year ending December 31, 1996; and (c) the transaction of such other business as may properly come before said meeting or any adjournment thereof. At the date of this proxy statement the only business which the management intends to present, or knows that others will present at the meeting, are Proposals (a) and (b) referred to above. Should any other matter come before the meeting, however, action may be taken thereon pursuant to proxies in the form enclosed. Except for Proposals (a) and (b) referred to above, the proxies confer discretionary authority on the persons named therein or their substitutes with respect to any business which may properly come before the meeting. Any stockholder executing and returning a proxy in the enclosed form has the power to revoke such proxy at any time prior to the voting thereof by written notice to the Corporation, by executing a later dated proxy or by appearing and voting at the meeting. Properly executed proxies 1 will be voted as directed but if no direction is specified the shares covered by a given proxy will be voted in favor of Proposals (a) and (b). The Corporation will pay all costs of soliciting proxies in the accompanying form. See "Other Matters" below. Solicitation will be made by mail, and officers and regular employees of the Corporation may also solicit proxies by telephone or personal interview. The Corporation expects to request brokers and nominees who hold stock in their names to furnish this proxy material to their customers and to solicit proxies from them, and will reimburse such brokers and nominees for their out-of-pocket and reasonable clerical expenses in connection therewith. (A) ELECTION OF DIRECTORS Unless contrary instructions are given by the stockholder signing a proxy, it is intended that each proxy in the accompanying form will be voted at the Annual Meeting for the election to the Board of Directors for the ensuing year of the following nominees, all of whom have consented to serve if elected: Enrique R. Arzac Thomas H. Lenagh Douglas G. Ober Leigh Carter W. D. MacCallan Landon Peters Allan Comrie Augustine R. Marusi John J. Roberts Daniel E. Emerson W. Perry Neff Robert J. M. Wilson
If for any reason one or more of the nominees above named shall become unable or unwilling to serve (which is not now expected) when the election occurs, proxies in the accompanying form will, in the absence of contrary instructions, be voted for the election of the other nominees above named and may be voted for substitute nominees in the discretion of the persons named as proxies in the accompanying form. The directors elected will serve until the next annual meeting or until their successors are elected, except as otherwise provided in the By-laws of the Corporation. INFORMATION AS TO NOMINEES FOR ELECTION AS DIRECTORS (AS OF DECEMBER 31, 1995): Set forth below with respect to each nominee for director are his name and age, any positions held with the Corporation, other principal occupations during the past five years, other directorships and business affiliations, the year in which he first became a director, and the number of shares of Common Stock beneficially owned by such director. Also set forth below is the number of shares of Common Stock beneficially owned by all directors and officers of the Corporation as a group.
SHARES OF COMMON HAS STOCK BEEN A BENEFICIALLY NAME, AGE, POSITIONS WITH THE CORPORATION, DIRECTOR OWNED OTHER PRINCIPAL OCCUPATIONS AND OTHER AFFILIATIONS(A) SINCE (B)(C)(D)(E)(F) Enrique R. Arzac, 54, Professor of Finance and Economics and Director of the Financial 1987 1,554 Management Program, formerly Vice Dean of Academic Affairs, of the Graduate School of Business, Columbia University. Director of The Adams Express Company, BEA Income Fund, Inc. and BEA Strategic Income Fund, Inc. (investment companies). Leigh Carter, 70, Retired President and Chief Operating Officer of The BFGoodrich Co. 1987 1,116 (chemicals, plastics, aerospace), and Chairman of the Board of Tremco Inc. (construction materials), Director of The Adams Express Company, Centerior Energy Corp., Sherwin-Williams Co. (paint), Armada Funds (investment company) and Lamson & Sessions Co. (plastics).
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SHARES OF COMMON HAS STOCK BEEN A BENEFICIALLY NAME, AGE, POSITIONS WITH THE CORPORATION, DIRECTOR OWNED OTHER PRINCIPAL OCCUPATIONS AND OTHER AFFILIATIONS(A) SINCE (B)(C)(D)(E)(F) Allan Comrie, 76, Formerly President and Chief Executive Officer of U.S. & Foreign 1984 1,366 Securities Corp. (investment company). Director of The Adams Express Company. Formerly a director of Japan Fund, Inc. (investment company) and formerly a trustee of Atlantic Mutual Companies (insurance). Daniel E. Emerson, 71, Retired Executive Vice President of NYNEX Corp., retired Chairman 1987 1,217 of the Board of both NYNEX Information Resources Co. and NYNEX Mobile Communications Co. Previously, Executive Vice President and Director of New York Telephone Company. Presently, Chairman, National Board of Directors, YMCA of the U.S.A. and a member of the Advisory Board of First Federal Savings and Loan Association of Rochester Director of The Adams Express Company and Clifford of Vermont (cable and wire distribution). Thomas H. Lenagh, 77, Financial Advisor, formerly Chairman of the Board and Chief 1987 1,100 Executive Officer of Greiner Engineering Inc. (formerly Systems Planning Corp.) (consultants), formerly financial advisor, Aspen Institute (research) and financial advisor and prior thereto Treasurer of the Ford Foundation (charitable foundation). Director of CML Group, Inc., Gintel Funds, Clemente Global Growth Fund, and The Adams Express Company (investment companies), Director of USLIFE Corp., ICN Pharmaceuticals Inc., Irvine Sensors Corp. (engineering), Franklin Quest Co. (seminar planning) and V-Band Corp. (telecommunications manufacturing). W. D. MacCallan, 68, Retired Chairman of the Board and Chief Executive Officer of the 1971 26,069 Corporation. Director, former Chairman of the Board and Chief Executive Officer of The Adams Express Company, formerly consultant to the Corporation and The Adams Express Company. Previously, Trustee of CBC Cornerstone Funds (investment company). Director of the Hanover Funds, Inc. and the Hanover Investment Funds, Inc. (investment companies). Augustine R. Marusi, 82, Retired Chairman of the Board of Borden, Inc. (food and 1987 13,200 chemicals). Presently a Director of The Adams Express Company. W. Perry Neff, 68, Private Financial Consultant, Retired Executive Vice President of 1971 431 Chemical Bank. Previously, President of CBC Cornerstone Funds. Director of The Adams Express Company and North American Life Assurance Company. Chairman of the Board and Director of both the Hanover Funds, Inc. and the Hanover Investment Funds, Inc. (investment companies). Previously a Director of Van Deventer & Hoch (investment company). *Douglas G. Ober, 49, Chairman of the Board, Chief Executive Officer and formerly Vice 1989 60,388 Chairman of the Board and Executive Vice President (1/1/89 -- 4/1/91) of the Corporation. Director, Chairman of the Board and Chief Executive Officer and formerly Vice Chairman of the Board and Executive Vice President of The Adams Express Company. Landon Peters, 65, Private Investor, formerly Investment Manager, Y.M.C.A. Retirement 1987 771 Fund. Formerly Executive Vice President and Treasurer and prior thereto Senior Vice President and Treasurer of The Bank of New York. Director of The Adams Express Company.
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SHARES OF COMMON HAS STOCK BEEN A BENEFICIALLY NAME, AGE, POSITIONS WITH THE CORPORATION, DIRECTOR OWNED OTHER PRINCIPAL OCCUPATIONS AND OTHER AFFILIATIONS(A) SINCE (B)(C)(D)(E)(F) John J. Roberts, 73, Vice-Chairman, External Affairs, American International Group, Inc. 1987 783 Formerly Chairman and Chief Executive Officer of American International Underwriters Corporation (insurance). Previously President of American International Underwriters Corporation-U.S./Overseas Operations. Director of American International Group, Inc. and The Adams Express Company. Robert J. M. Wilson, 75, Retired President of the Corporation. Director and retired 1975 6,812 President of The Adams Express Company. Directors and officers of the Corporation as a group. 251,098
* Mr. Ober is an "interested person" as defined by the Investment Company Act of 1940, because he is an officer of the Corporation. (a) Each nominee is also a nominee for the Board of Directors of The Adams Express Company (see "Principal Stockholder" below). (b) To the Corporation's knowledge, each director had sole investment and voting power with respect to the shares shown opposite his name above except Mr. Lenagh, who had only investment power, and other than (i) shares referred to in footnotes (c), (d) and (e) below; and (ii) 187 shares shown for Mr. Neff, were beneficially owned by his wife, and as to which he had shared investment power but no voting power. Mr. Neff disclaims beneficial ownership of the shares held by his wife. (c) Of the amounts shown, 5,123 shares beneficially owned by Mr. Ober were held by the Trustee under the Employee Thrift Plan of the Corporation. The Trust Agreement under such plan provides that plan participants have sole voting power but no investment power with respect to such shares. (d) Of the amounts shown as beneficially owned by the directors and officers as a group, 26,414 shares were held by the Trustee under the Employee Thrift Plan. (e) The amounts shown include shares subject to option under the Corporation's Stock Option Plan (see "Stock Option Plan" below), by Mr. Ober (55,250 shares), and directors and officers as a group (170,250 shares). Mr. Ober and the officers with shares subject to option all disclaim beneficial ownership of those shares. (f) Calculated on the basis of 12,739,383 shares of Common Stock outstanding on December 31, 1995, each director owned less than 1.0% of the Common Stock outstanding. The directors and officers as a group owned 2.0% of the Common Stock outstanding. 4 The nominees listed below are also nominees for election to the Board of Directors of The Adams Express Company ("Adams"), the Corporation's largest stockholder (see "Principal Stockholder" below), and at December 31, 1995 beneficially owned the number of shares of Adams common stock shown next to their respective names. Of these Adams shares, 13,888 were held by the Trustee of the Adams' Employee Thrift Plan for Mr. Ober, as to which he had sole voting and no investment power and 103,000 shares are subject to option by Mr. Ober. He disclaims beneficial ownership of these latter shares.
NOMINEE ADAMS SHARES NOMINEE ADAMS SHARES Enrique R. Arzac 4,357 Augustine R. Marusi 92,819 Leigh Carter 2,196 W. Perry Neff 2,731 Allan Comrie 4,861 Douglas G. Ober 116,926 Daniel E. Emerson 3,304 Landon Peters 3,981 Thomas H. Lenagh 1,174 John J. Roberts 3,746 W. D. MacCallan 98,280 Robert J. M. Wilson 29,497
Each director and officer of the Corporation who is subject to Section 16 of the Securities Exchange Act of 1934 is required to report to the Securities and Exchange Commission by a specified date his or her beneficial ownership of or transactions in the Corporation's securities. The Corporation has no reason to believe that such directors and officers have not filed all requisite reports with the Securities and Exchange Commission on a timely basis during 1995. INFORMATION AS TO OTHER EXECUTIVE OFFICERS Set forth below are the names, ages and positions with the Corporation and Adams of all executive officers of the Corporation other than those who also serve as directors. Executive officers serve as such until the election of their successors. Ms. Maureen A. Jones, 48, has served as Treasurer (since January 1, 1993), and prior thereto Assistant Treasurer (since April 1, 1991), of the Corporation and Adams. From May 1, 1988 to March 31, 1991, she served as Assistant to the Treasurer of the Corporation and Adams. Prior thereto, she was a senior auditor with Coopers & Lybrand. Mr. Richard F. Koloski, 51, has served as President of the Corporation since April 1, 1986 and Executive Vice President of Adams since January 1, 1986. Mr. Joseph M. Truta, 51, has served as Executive Vice President of the Corporation since January 1, 1986 and President of Adams since April 1, 1986. Mr. J. G. Whitney, 54, has served as Vice President and Secretary of the Corporation and Adams since October 1, 1984 and as Secretary of both since 1976.
SHARES OF COMMON STOCK SECURITY OWNERSHIP OF MANAGEMENT (A) BENEFICIALLY NAME OWNED (B)(C)(D)(E) Maureen A. Jones ..................................................... 11,139 Richard F. Koloski ................................................... 54,060 Joseph M. Truta ...................................................... 53,743 J. G. Whitney......................................................... 17,349
5 (a) Share ownership of directors and officers as a group is shown in the table beginning on page 2 and footnotes thereto. (b) To the Corporation's knowledge, each officer had sole investment and voting power with respect to the shares shown opposite his or her name above other than shares referred to in footnote (c) below. (c) Of the amounts shown, the following shares beneficially owned by the respective officer were held by the Trustee under the Employee Thrift Plan of the Corporation: Ms. Jones (639 shares), Mr. Koloski (10,310 shares), Mr. Truta (4,993 shares) and Mr. Whitney (5,349 shares). The Trust Agreement under such plan provides that plan participants have sole voting power but no investment power with respect to such shares. (d) The amounts shown include shares subject to option under the Corporation's Stock Option Plan (see "Stock Option Plan" below), by Ms. Jones (10,500 shares), Mr. Koloski (43,750 shares), Mr. Truta (48,750 shares) and Mr. Whitney (12,000 shares). (e) Calculated on the basis of 12,739,383 shares of Common Stock outstanding on December 31, 1995, each of the officers listed above owned less than 1.0% of the Common Stock outstanding. PRINCIPAL STOCKHOLDER At December 31, 1995, only one person or group of persons was known by the Corporation to own beneficially more than five percent of any class of the Corporation's voting securities.
AMOUNT AND NATURE OF TITLE OF NAME AND ADDRESS BENEFICIAL PERCENT CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS Common Stock The Adams Express Company 1,145,570 shs. 9.0% Seven St. Paul Street direct Baltimore, Maryland 21202
BOARD MEETINGS The Board of Directors held twelve meetings during 1995 at which overall attendance was approximately 91%. All the Directors attended at least 75% of the total of all meetings of the Board in 1995. AUDIT COMMITTEE OF THE BOARD Messrs. Arzac, Comrie, MacCallan and Marusi, none of whom is an "interested person," constitute the membership of the Board of Directors' Audit Committee, which met twice during 1995. The Audit Committee (1) recommends to the Board of Directors the firm of independent accountants which is to be engaged to audit the books of account and other corporate records of the Corporation, (2) reviews with the independent accountants the scope of their audit with particular emphasis on the areas to which either the Committee or the independent accountants believe special attention should be directed, (3) reviews the recommendations of the independent accountants regarding internal controls and other matters, and (4) makes reports, whenever deemed advisable, to the Board of Directors with respect to the internal control and accounting practices of the Corporation. The Audit Committee also reviews the audit and non-audit fees of the independent accountants. 6 EXECUTIVE COMMITTEE OF THE BOARD Messrs. Carter, Emerson, Lenagh, Ober*, Neff, Peters and Wilson constitute the membership of the Board's Executive Committee, which met three times during 1995. The Committee has the authority of the Board of Directors between meetings of the Board except as limited by law, the Corporation's By-Laws, or Board resolution. The Executive Committee also performs the duties of a nominating committee. It recommends to the full Board candidates for directorship. It is the policy of the Executive Committee not to consider unsolicited nominations for director. COMPENSATION COMMITTEE OF THE BOARD Messrs. Carter, Emerson, Lenagh, Neff and Peters constitute the membership of the Board's Compensation Committee, which met once during 1995. The Compensation Committee reviews and recommends changes in the salaries of directors, officers and employees, and advises upon the compensation and stock option plans in which the executive officers, officers and employees of the Corporation are eligible to participate. BOARD OF DIRECTORS COMPENSATION During 1995, each director who is not an interested person received an annual retainer fee of $6,000 and a fee of $350 for each Board meeting attended. All members of each Committee, except executive officers and/or interested persons, receive an additional annual retainer fee of $1,500 for each committee membership and a fee of $350 for each meeting attended, except the Compensation Committee, the members of which only receive $350 for each meeting attended. Messrs. Arzac, MacCallan, Neff and Wilson are the director members of the Retirement Benefits Committee of the Corporation and Adams, which administers the Employees' Retirement Plans, Supplemental Retirement Plans and the Employee Thrift Plans of the Corporation and Adams. For this committee assignment these directors receive an annual retainer fee of $1,500 and a fee of $350 for each meeting attended. The total amount of fees paid to "disinterested person" directors in 1995 was $147,450. TRANSACTIONS WITH PRINCIPAL STOCKHOLDERS The Corporation shares certain expenses with Adams, of which all the above named nominees are directors. These expenses are initially paid by Adams, which is reimbursed by the Corporation either in proportion to the size of the respective investment portfolios of the two companies or, where possible, on an actual usage basis. In 1995 the Corporation's share of such expenses was $578,249 for research, accounting services and other office services (including proportionate salaries and other employee benefits), rent and related expenses and miscellaneous expenses such as office supplies, postage, subscriptions and travel. * Mr. Ober is an "interested person." 7 REMUNERATION OF DIRECTORS AND OTHERS The following table sets forth for each of the persons named below the aggregate current remuneration received from the Corporation and Adams during the fiscal year ended December 31, 1995 for services in all capacities:
PENSION OR RETIREMENT BENEFITS ACCRUED DURING THE LAST ESTIMATED ANNUAL AGGREGATE FISCAL BENEFITS UPON NAME OF PERSON, POSITION REMUNERATION (1)(2)(3) YEAR (4) RETIREMENT Douglas G. Ober Chairman of the Board and Chief Executive Officer $304,708 -- $128,800 Richard F. Koloski President 210,840 -- 106,150 Joseph M. Truta Executive Vice President 209,840 -- 105,800 Enrique R. Arzac Director (A)(D) 27,750 N/A N/A Leigh Carter Director (B)(C) 25,550 N/A N/A Allan Comrie Director (A) 24,100 N/A N/A Morris D. Crawford, Jr.* Director (D) 13,100 N/A N/A Daniel E. Emerson Director (B)(C) 25,500 N/A N/A Thomas H. Lenagh Director (B)(C) 24,800 N/A N/A W. D. MacCallan Director (A)(D) 28,450 N/A N/A Augustine R. Marusi Director (A) 24,150 N/A N/A W. Perry Neff Director (B)(C)(D) 29,150 N/A N/A Landon Peters Director (B)(C) 24,850 N/A N/A John J. Roberts Director 17,600 N/A N/A Robert J. M. Wilson Director (B)(D) 29,900 N/A N/A
* Mr. Crawford resigned on June 8, 1995. (A) Member of Audit Committee (B) Member of Executive Committee (C) Member of Compensation Committee (D) Member of Retirements Benefits Committee (1) Of the amounts shown, direct salaries paid by the Corporation to Messrs. Ober, Koloski and Truta were $61,800, $39,600 and $39,600, respectively. Of the amounts shown, Adams paid non-deferred salaries to Mr. Ober, $138,668, Mr. Koloski, $86,856, and Mr. Truta, $86,856, the remainder of amounts shown were paid by the Corporation. Of the amounts shown, $5,532 for Mr. Ober, $5,544 for Mr. Koloski and $5,544 for Mr. Truta was deferred compensation under the Employee Thrift Plan paid by Adams for the respective employee's account. Of the Corporation's direct salaries, $3,708 for Mr. Ober, $2,376 for Mr. Koloski, $2,376 for Mr. Truta was deferred compensation under the Corporation's Employee Thrift Plan. The non-employee Directors do not participate in either Thrift Plan. 8 (2) The Corporation and Adams each offer an Employee Thrift Plan (see "Employee Thrift Plan" page 10) to their respective employees under which contributions are made to match the contributions made by eligible employees and each paid bonuses to certain officers. Of the amounts shown, $29,616, $23,652 and $23,352 were bonuses and/or plan contributions for Messrs. Ober, Koloski and Truta, respectively. Adams made contributions and/or paid bonuses of $69,092 for Mr. Ober, $55,188 for Mr. Koloski and $54,488 for Mr. Truta, respectively. The non-employee Directors do not receive bonuses from either company. (3) Of the amounts shown for non-employee Directors, exactly one-half was paid by Adams. (4) The Corporation and Adams each have a noncontributory Employees' Retirement Plan. No contributions were made by the Corporation or Adams to its respective plans in 1995. STOCK OPTION PLAN On December 12, 1985, the Corporation's Board of Directors adopted a Stock Option Plan (the "Plan"), which was approved by the stockholders at the March 26, 1986 Annual Meeting of Stockholders and amended at the March 29, 1994 Annual Meeting of Stockholders. The Plan provides for the grant to "key employees" (as defined in the Plan) of options to purchase an aggregate maximum of 815,000 shares of Common Stock of the Corporation, together with related stock appreciation rights, of which (i) 335,000 shares may be made subject to options granted between December 12, 1985 and December 11, 1995, and (ii) 480,000 shares may be made subject to options granted between December 9, 1993 and December 8, 2003. All options granted or to be granted under the Plan currently will be treated as non-qualified stock options under the Internal Revenue Code. The Plan is administered by the Compensation Committee of the Board of Directors which consists of five members of the Board, none of whom is eligible to receive grants under the Plan. The grant of options is at the discretion of the Compensation Committee. The Plan provides that, among other things, (a) the option price per share shall not be less than the fair market value of the Common Stock at the date of grant, except that the option price per share will be reduced after grant of the option to reflect capital gain distributions to the Corporation's stockholders, provided that no such reduction shall be made which will reduce the option price below 25% of the original option price, (b) an option will not become exercisable until the optionee shall have remained in the employ of the Corporation for at least one year after the date of grant and may be exercised for 10 years unless an earlier expiration date is stated in the option and (c) no option or stock appreciation right shall be granted after December 8, 2003. The Plan permits the grant of stock appreciation rights in conjunction with the grant of an option, either at the time of the option grant or thereafter during its term and in respect of all or part of such option. Stock appreciation rights permit an optionee to request to receive (a) shares of Common Stock of the Corporation with a fair market value, at the time of exercise, equal to the amount by which the fair market value of all shares subject to the option in respect of which such stock appreciation right was granted exceeds the exercise price of such option, (b) in lieu of such shares, the fair market value thereof in cash, or (c) a combination of shares and cash. Stock appreciation rights are exercisable beginning no earlier than two years after the date of grant and extend over the period during which the related option is exercisable. To the extent a stock appreciation right is exercised in whole or in part, the option in respect of which such stock appreciation right was granted shall terminate and cease to be exercisable. 9 No disposition of shares of Common Stock acquired as the result of the exercise of an option or stock appreciation right may be made within the later of two years of the date of grant of the option and within one year of the acquisition of such shares. The following tabulation shows as to the executive officers of the Corporation named in the table on page 8 and as to executive officers of the Corporation as a group (i) the number of shares subject to options granted during the period January 1, 1995 through December 31, 1995 and the per share option exercise price thereof; and (ii) the net value of shares (market value less exercise price) or cash realized during each such period upon the exercise of options or stock appreciation rights.
ALL EXECUTIVE DOUGLAS RICHARD JOSEPH OFFICERS AS COMMON STOCK G. OBER F. KOLOSKI M. TRUTA A GROUP Nonqualified stock options with stock appreciation rights: Granted -- January 1, 1995 through December 31, 1995.......... 12,000 8,500 7,500 35,000 Share exercise price.......................................... $ 28.25 $ 28.25 $ 28.25 $ 28.25 Exercised -- Net value realized in shares (market value less exercise price) or cash: January 1, 1995 through December 31, 1995..................... $84,800 $ 21,200 $ 22,413 $ 143,519
EMPLOYEE THRIFT PLAN Employees of the Corporation who have completed six months of service may elect to have 2% to 6% of their base salary deferred as a contribution to a thrift plan instead of being paid to them currently (see table set forth on page 8 regarding 1995 contributions for the officers and directors identified therein). The Corporation (subject to certain limitations) contributes for each employee out of net investment income an amount equal to 200% of each employee's contribution or to the maximum permitted by law. Employees may also contribute an additional 10% of base salary to the thrift plan, but these post-tax contributions are not matched by the Corporation. All employee contributions are credited to the employee's individual account. Employees may elect that their salary deferral and other contributions be invested in a fixed income fund, an intermediate bond fund, Common Stock, common stock of Adams or a combination of the four. The Corporation's contributions are invested entirely in its Common Stock. An employee's interest in amounts derived from the Company's contributions becomes non-forfeitable upon completion of 36 months of service or upon death or retirement. Payments of amounts not withdrawn or forfeited under the thrift plan may be made upon retirement or other termination of employment in a single distribution, in ten equal installments, or in an annuity. EMPLOYEES' RETIREMENT PLAN The respective employees of the Corporation and Adams with one or more years of service participate in similar retirement plans pursuant to which contributions are made solely by the respective employers on behalf of, and benefits are provided for, employees meeting certain age and service requirements. The plans provide for the payment of benefits in the event of an employee's retirement at age 62 or older. Upon such retirement, the amount of the retirement benefit is 2% of an employee's final thirty-six months average annual salary including bonuses, multiplied by years of service. Retirement benefits cannot exceed 55% of final thirty-six months average annual salary including bonuses. The criteria for calculation of retirement benefits under Adams' plan are the same. Benefits are payable in 10 several alternative methods, each of which must be the actuarial equivalent of a pension payable for the life of the employee only. Retirement benefits (subject to any applicable reduction) are also payable in the event of an employee's early or deferred retirement, disability or death. On March 10, 1988, the Board of Directors of each of the Corporation and Adams unanimously approved a supplemental retirement benefits plan (together, the "Supplemental Plans") for employees of the Corporation or Adams, as the case may be. The purpose of each of the Supplemental Plans is to provide deferred compensation in excess of benefit limitations imposed by the Internal Revenue Code on tax-qualified defined benefit plans, including the retirement plans of the Corporation and Adams described above. In accordance with such limitations, the annual benefit payable under each retirement plan may not exceed the lesser of $120,000 for 1996 and the employee's average total compensation paid during the three highest-paid consecutive calendar years of employment. The $120,000 limit will be adjusted annually by the Secretary of the Treasury to reflect cost-of-living increases. In addition, the Internal Revenue Code limits the amount of benefits payable to beneficiaries of the tax-qualified retirement plan of each of the Corporation and Adams who are also participants in the respective employee thrift plan of the Corporation or Adams, as the case may be, if the combination of projected annual retirement benefits under such retirement plan and annual contributions under such employee thrift plan exceeds certain limits. The Supplemental Plans authorize the Corporation or Adams, as the case may be, to pay annual retirement benefits to beneficiaries under its respective retirement plan in an amount equal to the difference between the maximum benefits payable under such retirement plan and the benefits that would otherwise be payable but for the Internal Revenue Code's limitations on annual retirement benefits. All amounts payable under the Supplemental Plans will be paid from the general funds of the responsible company as benefits become due and neither the Corporation nor Adams will establish a trust or other funding vehicle for its Supplemental Plan. Payment of benefits under the Supplemental Plans will be made concurrently with and in the same form as payment of benefits under the related retirement plan. During 1995, the Corporation and Adams made payments of $15,467.40 and $18,844.08 under their respective Supplemental Plans. BROKERAGE COMMISSIONS During the past fiscal year the Corporation paid brokerage commissions on the purchase and sale of portfolio securities in the amount of $256,616, substantially all of which were paid to brokers providing research and other investment services to the Corporation. The average per share commission rate paid by the Corporation was $0.0614. No commissions were paid to an affiliated broker. PORTFOLIO TURNOVER Portfolio turnover rate (purchases or sales, whichever is lower, as a percentage of weighted average portfolio value) for the past three years has been as follows:
1995 1994 1993 15.86% 10.95% 10.16%
(B) RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS The Investment Company Act of 1940 (the "Act") requires, in effect, that the Corporation's independent accountants be selected by a majority of those members of the Board of Directors who are not 11 "interested persons" (as defined by the Act) of the Corporation; that such selection be submitted for ratification or rejection at the annual meeting of stockholders; and that the employment of such independent accountants be conditioned on the right of the Corporation by vote of the holders of a majority of its outstanding voting securities to terminate such employment at any time without penalty. In accordance with such provisions, Coopers & Lybrand L.L.P., 217 E. Redwood Street, Baltimore, Maryland, independent accountants, which firm was the Corporation's principal auditor during the year 1995 has been selected as independent accountants of the Corporation to audit the books and accounts of the Corporation for or during the year ending December 31, 1996, by a majority of those members of the Board of Directors who were not "interested persons" of the Corporation, voting in person, and their selection is submitted to the stockholders for ratification by the affirmative vote of a majority of all votes cast at the meeting. Representatives of Coopers & Lybrand L.L.P. are expected to be present at such meeting to make a statement if they desire to do so and they are expected to be available to respond to appropriate questions. Coopers & Lybrand L.L.P. does not have any direct financial or any material indirect financial interest in the Corporation. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS RATIFICATION OF THE SELECTION OF COOPERS & LYBRAND L.L.P. OTHER MATTERS AND ANNUAL REPORT As of the date of this proxy statement, management knows of no other business that will come before the meeting. Should other business be properly brought up, it is intended that proxies in the accompanying form will be voted thereon in accordance with the judgment of the person or persons voting such proxies. The Annual Report of the Corporation for the year ended December 31, 1995, including financial statements, has been mailed to all stockholders entitled to notice of and to vote at the annual meeting to be held on March 26, 1996. If you did not receive a copy, you may request one by telephoning J. G. Whitney, Vice President and Secretary, at (800) 638-2479. The Corporation has retained Corporate Investor Communications, Inc. ("CIC") to assist in the solicitation of proxies. The Corporation will pay CIC a fee for its services not to exceed $5,500 and will reimburse CIC for its expenses, which the Corporation estimates will not exceed $2,500. STOCKHOLDER PROPOSALS Stockholder proposals for inclusion in the proxy statement and form of proxy relating to the 1997 Annual Meeting must be received at the office of the Corporation, Seven St. Paul Street, Baltimore, MD 21202, no later than October 11, 1996. 12 PETROLEUM & RESOURCES CORPORATION-PROXY FOR 1996 ANNUAL MEETING Solicited on Behalf of the Board of Directors The undersigned hereby appoints W. D. MacCALLAN, W. PERRY NEFF and ROBERT J. M. WILSON, the proxies, and each of them (with power to act without the others and with power of substitution) the proxy of the undersigned, for and in the name of the undersigned, to vote at the Annual Meeting of Stockholders of Petroleum & Resources Corporation to be held at the Hyatt Regency Westshore, Wilson's Plover Room, 14th Floor, 6200 Courtney Campbell Causeway, Tampa, Florida, on the 26th day of March, 1996 at 11:00 a.m., and at any adjournment thereof, the shares of stock which the undersigned would be entitled to vote if personally present. The undersigned hereby ratifying all action of said proxies, or any of them, or their or his substitutes or substitute by virtue hereof; and hereby revoking any authorization to vote such shares heretofore given by the undersigned to anyone. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders dated February 19, 1996, and the Proxy Statement furnished therewith. IF THE UNDERSIGNED FAILS TO SPECIFY HEREIN HOW SUCH SHARES ARE TO BE VOTED SAID ITEMS (a) AND (b), THEY SHALL BE VOTED FOR SAID ITEMS. (over) PETROLEUM & RESOURCES CORPORATION P.O. BOX 11130 NEW YORK, N.Y. 10203-0130 (a) ELECTION OF DIRECTORS FOR all nominees [X] WITHHOLD AUTHORITY to vote [X] *EXCEPTIONS [X] listed below for all nominees listed below
Nominees: Enrique R. Arzac, Leigh Carter, Allan Comrie, Daniel E. Emerson, Thomas H. Lenagh, W. D. MacCallan, W. Perry Neff, Augustine R. Marusi, Douglas G. Ober, Landon Peters, John J. Roberts, Robert J. M. Wilson (INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the "Exceptions" box and write that nominee's name in the space provided below.) *Exceptions__________________________________________________________________ (b) THE SELECTION OF COOPERS & LYBRAND L.L.P. as independent public FOR AGAINST ABSTAIN accountants. [X] [X] [X]
(c) In their discretion, the Proxies are authorized to vote upon all other business that may properly come before the Meeting with all the powers the undersigned would possess if personally present. THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR: PROPOSALS (A) AND (B). Change of Address or [X] Comments Mark Here
NOTE: The signature(s) should correspond with the name of the stockholder(s) as it appears hereon. Dated: ____________________________________ ,1996 Signature _______________________________________ Joint Tenant ____________________________________ COMMON
Sign, Date and Return the Proxy Card Votes must be indicated Promptly Using the Enclosed Envelope. (x) in Black or Blue ink. [X] -----END PRIVACY-ENHANCED MESSAGE-----