UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
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Filed
by the
Registrant x
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Filed
by a Party other than the
Registrant o
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Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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x
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Soliciting
Material Pursuant to §240.14a-12
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Croff
Enterprises, Inc.
(Name
of
Registrant as Specified In Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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x
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Fee
paid previously with preliminary materials.
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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.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Persons
who are to respond to the collection of information contained in
this form
are not required to respond unless the form displays a currently
valid OMB
control number.
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COMMON
SHARE BALLOT
CROFF
ENTERPRISES, INC. PROXY BALLOT
SPECIAL
MEETING, December 21, 2007
Please
complete, sign and provide any additional information on this Proxy Statement
and return it to the Company by mailing it back prior to December 21, 2007
in
the enclosed envelope.
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FOR
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AGAINST
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ABSTAIN
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PROPOSAL
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Election
of all nominees to the Board of Directors. If voting against
election of all, indicate below your individual
vote.
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YOU
MAY VOTE FOR ALL CURRENT NOMINEES ABOVE; OR
YOU
MAY VOTE INDIVIDUALLY AS TO EACH PROPOSED DIRECTOR BELOW
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FOR
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AGAINST
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ABSTAIN
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Mr.
Gerald L. Jensen
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Mr.
Richard Mandel
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Mr.
Julian D. Jensen
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Mr.
Harvey Fenster
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OTHER
MATTERS
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FOR
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AGAINST
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ABSTAIN
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Vote
on Plan to divide Croff Enterprises (“Croff”) and transfer all oil and gas
assets and liabilities to Croff Oil, Inc. for the issuance of common
shares of Croff Oil, Inc. payable to Croff Enterprises preferred
“B”
shareholders on a one-to-one ratio; and then cancel all Croff preferred
“B” shares.
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Vote
on ratifying the Independent Auditor, Ronald Chadwick,
C.P.A.
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Vote
to increase the Class “A” authorized preferred shares from 5 million to 10
million shares, no par.
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Vote
to increase the Common shares from 20 million to 100 million shares,
$0.10
par.
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Check here if you plan
to
attend meeting.
| SIGNATURE |
Print
Shareholder Name(s) exactly
as
they
appear on your Certificate
| Complete If Known: | ||
| Certificate #:No. of Shares: | ||
Date
____________________
Do
not execute this form if you are submitting the Dissenting Shareholder Rights
form.
December
11, 2007
Dear
Shareholder,
Due
to a clerical error the ballot sent
to you with the proxy materials for Croff Enterprises, Inc. included the name
of
Edwin Peiker, as a candidate for director instead of the correct candidate,
Richard Mandel, a current director who is standing for re-election. Mr. Peiker
retired from the board of directors in December of 2006 and is NOT
a candidate. Please use the enclosed ballot listing Richard
Mandel as
the candidate for director, in place of the ballot included with your proxy
statement and annual report. You should still use the red stamped envelope
from
your proxy materials to return this corrected ballot, or the Dissenting
Shareholder Notice and Election Form. There are no other changes to the ballot
or proxy materials. We apologize for any inconvenience our error has caused
you.
| Very Truly Yours, | ||
| /s/ Gerald L. Jensen | ||
| Gerald L. Jensen | ||
| President | ||
| Croff Enterprises, Inc. |