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PROXY STATEMENT
CROFF ENTERPRISES, INC.
1997 ANNUAL MEETING OF SHAREHOLDERS
November 25, 1997
THIS PROXY STATEMENT IS BEING MAILED TO SHAREHOLDERS OF
RECORD IN CONNECTION WITH THE SOLICITATION OF THEIR VOTE BY THE
BOARD OF DIRECTORS OF CROFF OIL COMPANY (the Company) with regard
to the Annual Meeting to be held on November 25, 1997 at 10:00
a.m. at 1675 Broadway, Suite 1030, Denver, Colorado 80202,
Telephone: (303) 628-1963. This Proxy Statement should be
reviewed in connection with the enclosed copy of the Annual
Report filed on SEC Form 10-K dated December 31, 1996, and the
most recent Statement of Operations for the quarter ending June
30, 1997.
VARIOUS ITEMS OF IMPORTANT INFORMATION AND ACCOUNTING FOR
THE COMPANY RELATED TO THIS PROXY STATEMENT ARE SET-OUT IN THE
ENCLOSED ANNUAL REPORT ON FORM 10-K OR THE MOST RECENT STATEMENT
OF OPERATIONS. SUCH DETAILED INFORMATION MAY BE RELEVANT IN
REVIEWING THIS PROXY STATEMENT, BUT IS NOT REPEATED IN THIS
DOCUMENT. ACCORDINGLY, EACH SHAREHOLDER SHOULD REFER TO THE FORM
10-K AND RECENT QUARTERLY FINANCIAL INFORMATION BEFORE COMPLETING
THEIR PROXY BALLOT.
Proxies voted in accordance with the accompanying ballot
form which are properly executed and received by the Secretary to
the Company prior to the Annual Meeting will be voted.
Revocability of Proxy
A shareholder returning the enclosed proxy ballot has the
power to revoke it at any time before it is exercised and may do
so by written notice to the Secretary of the Company at the
address set forth above, effective upon receipt of such written
notice, or by voting in person at the Annual Meeting. Attendance
at the Annual Meeting, in and of itself, will not constitute
revocation of a proxy.
Voting Securities
The record date for the determination of shareholders
entitled to vote at the Annual Meeting is the close of business
on October 10, 1997. There were issued, outstanding and entitled
to vote on such date approximately 516,515 shares of the
20,000,000 authorized shares. The Company has authorized
5,000,000 shares of Class "A" preferred non-voting stock, none of
which are issued; and 520,000 shares of Class "B" preferred non-
voting stock of which 516,500 are presently issued and
outstanding. The Company has only the one class of Common
Shares, each of which is entitled to one vote. The Company does
not have cumulative voting. Accordingly, each shareholder may
vote all of his shares on each separate ballot proposal. The
Company will bear all costs of this proxy solicitation.
Shares entitled to vote will be determined based upon the
official shareholder record of October 10, 1997. Actual votes
cast will be determined by the physical counting of votes in
person or proxy by the inspector of elections to be appointed
prior to the meeting by the Board of Directors. Any dispute as
to votes or entitlement to vote will be decided by majority vote
of the Board of Directors. Abstentions and broker non-votes will
not be counted for either quorum or ballot purposes.
As to each item to be voted upon in this Proxy, a numerical
majority of the issued and outstanding shares must be present, in
person or by proxy, at the meeting. This means the shares
required for a quorum will equal 258,259 shares. Each proposal
to be voted upon will only be adopted by a majority vote of
shares voted at the meeting, provided a quorum is present. That
is, each item will be adopted by an affirmative vote of not less
than 129,130 shares, or a greater majority of those shares
present as otherwise determined by the inspector of elections.
There are no matters to be voted upon as described by this
Proxy upon which management will proceed absent majority
shareholder approval as described above.
The Company knows of no person or group, except the
following, which, as of the date of this Proxy Statement,
beneficially owns and has the right to vote more than 5% of the
Company's Common Stock:
Names and Address of Beneficial Owner Shares Beneficially
Owned Percent of Class
1. Jensen Development Company (1) 132,130 25.58%
1675 Broadway, Suite 1030
Denver, Colorado 80202
2. Gerald L. Jensen (2) 71,215 13.27%
3. Julian D. Jensen (2)&(3) 46,532 8.84%
Jensen Revocable Trust
4. Directors as a Group (2) 285,277 49.48%
(1) Jensen Development Company is wholly owned by Gerald L.
Jensen.
(2) Includes warrants to purchase 10,000 shares of the Company's
stock by each director at $1.00 per share, expiring December
31, 1998. Mr. Gerald Jensen's warrant is for 20,000 shares.
None of the warrants have been exercised.
(3) Mr. Julian D. Jensen owns 5,000 shares directly and holds a
warrant for 10,000 shares (see Note 2, above); 21,432 are
held by him as the Trustee of the Jensen Family Trust and
10,000 as the Trustee of the Jensen Revocable Trust. Mr.
Julian D. Jensen has an approximate 43% beneficial interest
in these Trusts and Mr. Gerald L. Jensen has an approximate
38% beneficial interest.
MATTERS SUBJECT TO SHAREHOLDER VOTE
I.
Election of Directors
The Croff Board consists of Gerald L. Jensen, Dilworth A.
Nebeker, Richard H. Mandel, Jr., Edwin W. Peiker, Jr., and Julian
D. Jensen. Each director will serve until the next annual
meeting of shareholders, or until his successor is duly elected
and qualified. Mr. Gerald L. Jensen is the only inside director,
who also serves as President of the Company. The following
information is provided with respect to each current officer and
director of the Company who are current nominees for re-election.
Management solicits your vote in favor of each of the following
current members of the Board of Directors:
GERALD L. JENSEN, 57, PRESIDENT AND DIRECTOR.
President of Croff Oil Company on a part-time basis since
October, 1985. Prior to this date, Mr. Jensen was Chairman
of Petro-Silver, Inc., a public company, for over five
years. Mr. Jensen was a director of Pyro Energy Corp., a
public company engaged primarily in coal production from
1978 until the company was sold in 1989. Mr. Jensen is also
an owner of private real estate, development, and oil and
gas companies.
RICHARD H. MANDEL, JR., 67, DIRECTOR.
Since 1982, Mr. Mandel has been President and a Board Member
of American Western Group, Inc., an oil and gas producing
company in Denver, Colorado. He is President and also a
Board Member of Richard H. Mandel, Ltd., an oil and gas
production company in Denver, Colorado. From 1977 to 1984,
he was President of Universal Drilling Co., Denver,
Colorado. Since May 1988, he has been a Board Member of
Richmond Exploration Company. Since July 1990, he has been
a Board Member of Pacific Petroleum, LTD, an OTC Nevada
Company.
DILWORTH A. NEBEKER, 56, DIRECTOR.
Mr. Nebeker served as President of Croff from September 2,
1983 to June 24, 1985, and has been a director of Croff
since December, 1981. He has been a lawyer in private
practice for the past seven years. Prior thereto, he was a
lawyer employed by Tosco Corporation, a public corporation,
from 1973 to 1978. He was a lawyer with the Securities and
Exchange Commission from 1967 to 1973.
EDWIN W. PEIKER, JR., 62, DIRECTOR AND SECRETARY.
Mr. Peiker was President of Royal Gold, Inc. from 1988
through 1991, and continues to be a director. Since 1986,
Mr. Peiker has been a Vice President and director of Royal
Gold, Inc., a public company engaged in gold exploration and
mining activities. Prior thereto he was involved in private
investments in oil and gas exploration and production. Mr.
Peiker was employed in responsible positions with AMAX,
Inc., a public corporation, from 1963 to 1983. AMAX is
primarily engaged in mine evaluation and resource analysis.
JULIAN D. JENSEN, 49, DIRECTOR.
Mr. Jensen is the brother of the Company's president and has
served as legal counsel to the Company for the past seven
years. Mr. Jensen has practiced law, primarily in the areas
of corporate and securities law, in Salt Lake City, Utah
since 1975. Mr. Jensen is currently associated with the
firm of Jensen, Duffin, Carman, Dibb & Jackson which acts as
legal counsel for the Company.
SUMMARY INFORMATION AS TO DIRECTORS
Number of Percentage
NAME Director Compensa Shares of Issued
Since tion (Beneficial and
& Legal) Outstanding
GERALD L. Salary 38.13%
JENSEN (1) 1985 as 203,345 (See
Presiden (See Principal
t: Principal Shareholder
$54,000 Shareholder Chart,
- Chart, above)
Includin above)
g simple
IRA plan-
No
Director
Compensa
tion
(See
Below)
DILWORTH Normal 11,300 2.11%
NEBEKER 1981 Director
(2) Stipend
Only
(See
Below)
RICHARD MANDEL Normal 10,100 1.88%
(2) 1985 Director
Stipend
Only
(See
Below)
EDWIN PEIKER, Normal 14,000 2.61%
JR. 1985 Director
(2) Stipend
Only
(See
Below)
JULIAN D. Normal 8.68%
JENSEN 1990 Director 46,532
(2) & (3) Stipend (See
Only Principal
(See Shareholder
Below) Chart,
above)
(1) Includes shares held by Jensen Development Corporation
(132,130) as wholly owned by Gerald L. Jensen. Effective
March 20, 1997, the President's salary was increased $6,000
per year. In addition, the Company annually contributes 3%
of his salary to a simple IRA plan.
(2) Includes warrant expiring December 31, 1999 to acquire
10,000 shares by each Director, except Gerald L. Jensen, who
holds a warrant for 20,000 shares. No warrant has been
exercised to date. Warrants may be extended by majority
vote of the Board.
(3) Includes shares held in Jensen Family Trust (21,432) and
Jensen Revocable Trust (10,100) in which Julian D. Jensen is
the sole Trustee and an approximate 43% beneficial owner.
Mr. Gerald L. Jensen holds an approximate 38% beneficial
interest in these Trusts.
Outside Directors are paid a per diem fee of $500 for a full
day meeting and $350 for each half-day session of directors
meeting attended, plus any out of state travel costs. Directors
receive no other compensation for their services, except the
stock options described above. Directors have no liability
insurance coverage.
Other nominees by Shareholders may be made and seconded in
writing on the Proxy Ballot or at the meeting in accordance with
the Standard rules of the meeting. The Company follows the
current edition of the Standard Robert's Rules of Order
pertaining to nominees and other business conducted at the
meeting.
II.
Ratification of Appointment of Independent Accountants
The Board of Directors has appointed Causey, Demgen & Moore
as independent certified public accountants for the Company to
examine the financial statements of the Company for the fiscal
year ending December 31, 1998. The appointment of Causey, Demgen
& Moore is subject to ratification of the shareholders and a
resolution for such ratification will be offered at the Annual
Meeting as is contained in the enclosed proxy ballot. Causey,
Demgen & Moore have been acting as independent accountants for
the Company for seven years and, both by virtue of its
familiarity with the Company's affairs, its lower cost, and its
ability, is considered by the Board as best qualified to continue
its performance of these functions. The present Board of
Directors recommends adoption of the resolution retaining the
foregoing accounting firm as independent auditors for the
Company. The foregoing accountants will not have a
representative present at the Annual Meeting but have agreed to
respond directly to any shareholder accounting questions sent to
their office at 1801 California, Suite 4650, Denver, Colorado
80202.
Other Matters
The Annual Meeting is called for the purposes set forth in
the notice thereof. The Board of Directors intends to be
present, but has not been informed that any other person intends
to present. The Board is not aware of any matters for action at
the Annual Meeting other than those specifically referred to in
the Notice of Meeting and this Proxy Statement. If any other
matters are properly brought before the Annual Meeting, it is the
intention of the proxyholders to vote on such matters in
accordance with their judgment.
Stockholder Proposals
There were no stockholders proposals submitted for
consideration at the 1997 Annual Meeting. Stockholder proposals
intended to be considered at the next Annual Meeting of
Stockholders must be received by The Company no later than March
31, 1998. Such proposals may be included in next year's proxy
statement if they comply with certain rules and regulations
promulgated by the Securities and Exchange Commission.
Financial Reports
The financial reports for the Company's operations ending
December 31, 1996 as appended to the incorporated 10-K and the
most recent Revenue Statements for the quarter ending June 30,
1997, are considered an integral part of this Proxy Statement and
are incorporated by this reference. See also, "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" at pp. 16-19 of the enclosed 10-K Report which is
also incorporated by this reference.
Dated: October 23, 1997.
BY ORDER OF THE BOARD OF DIRECTORS
________________________________________
Gerald L. Jensen, President
Gerald L. Jensen
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