SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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[X] Definitive Proxy Statement
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[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
MAGELLAN PETROLEUM CORPORATION
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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 the Registrant)
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MAGELLAN PETROLEUM CORPORATION
October 24, 2003
2003 Annual Meeting of Stockholders
December 4, 2003
Dear Stockholder:
It's a pleasure for us to extend to you a cordial invitation to attend
the 2003 Annual Meeting of Magellan Petroleum Corporation to be held at the
Hyatt Regency Orlando International Airport, 9300 Airport Boulevard, Orlando,
Florida 32827, on Thursday, December 4, 2003 at 1:00 P.M. local time (telephone
407-825-1234).
While we are aware that most of our stockholders are unable personally
to attend the Annual Meeting, proxies are solicited so that each stockholder has
an opportunity to vote on all matters to come before the meeting. Whether or not
you plan to attend, please take a few minutes now to sign, date and return your
proxy in the enclosed postage-paid envelope. Regardless of the number of shares
you own, your vote is important.
Besides helping us conduct business at the annual meeting, there is
another reason for you to return your proxy vote card. Under the abandoned
property law of some jurisdictions, a stockholder may be considered "missing" if
that stockholder has failed to communicate with us in writing. The return of
your proxy vote card qualifies as written communication with us.
The Notice of Annual Meeting and Proxy Statement accompanying this
letter describe the business to be acted on at the meeting.
As in the past, members of management will review with you the
Company's financial and operational results of the past fiscal year and will be
available to respond to questions during the meeting.
We look forward to seeing you at the meeting.
Sincerely,
/s/ James R. Joyce
James R. Joyce
President
MAGELLAN PETROLEUM CORPORATION
P.O. Box 1146
Madison, CT 06443-1146
NOTICE OF 2003 ANNUAL MEETING OF STOCKHOLDERS
December 4, 2003
NOTICE IS HEREBY GIVEN that the 2003 Annual Meeting of Stockholders of
MAGELLAN PETROLEUM CORPORATION, a Delaware Corporation (the "Company"), will be
held on Thursday, December 4, 2003 at 1:00 P.M., local time at the Hyatt Regency
Orlando International Airport, 9300 Airport Boulevard, Orlando, Florida 32827
for the following purposes:
1. To elect one director of the Company;
2. To ratify the appointment of independent auditors of the Company for
the fiscal year ending June 30, 2004;
3. To act upon such other matters as may properly come before the
meeting or any adjournments or postponements thereof.
This notice and proxy statement and the enclosed form of proxy are
being sent to stockholders of record at the close of business on October 24,
2003 to enable such stockholders to state their instructions with respect to the
voting of the shares. Proxies should be returned to American Stock Transfer &
Trust Company, 59 Maiden Lane, New York, NY 10038, in the reply envelope
enclosed.
By Order of the Board of Directors,
Dated: October 24, 2003 Timothy L. Largay
Secretary
- --------------------------------------------------------------------------------
RETURN OF PROXIES
WE URGE EACH STOCKHOLDER WHO IS UNABLE TO ATTEND THE MEETING TO VOTE BY PROMPTLY
SIGNING, DATING AND RETURNING THE ACCOMPANYING PROXY IN THE REPLY ENVELOPE
ENCLOSED.
- --------------------------------------------------------------------------------
MAGELLAN PETROLEUM CORPORATION
P.O. Box 1146
Madison, CT 06443-1146
2003 PROXY STATEMENT
GENERAL INFORMATION
This proxy statement is furnished to stockholders of Magellan Petroleum
Corporation, a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors for use at the Annual Meeting
of Stockholders to be held on Thursday, December 4, 2003 at 1:00 P.M., local
time, at the Hyatt Regency Orlando International Airport, 9300 Airport
Boulevard, Orlando, Florida 32827 and at any adjournments or postponements
thereof. The notice of meeting, proxy statement, and proxy are first being
mailed to stockholders on or about October 24, 2003. The proxy may be revoked at
any time before it is voted by (i) so notifying the Company in writing; (ii)
signing and dating a new and different proxy card of a later date; or (iii)
voting your shares in person or by your duly appointed agent at the meeting.
The persons named in the enclosed form of proxy will vote the shares of
Common Stock represented by said proxy in accordance with the specifications
made by means of a ballot provided in the proxy, and will vote the shares in
their discretion on any other matters properly coming before the meeting or any
adjournment or postponement thereof. The Board of Directors knows of no matters
which will be presented for consideration at the meeting other than those
matters referred to in this proxy statement.
The record date for the determination of stockholders entitled to
notice of and to vote at the meeting has been fixed by the Board of Directors as
the close of business on October 24, 2003. On that date, there were 25,727,376
outstanding shares of Common Stock of the Company, par value $.01 per share
("Common Stock"). Each outstanding share of Common Stock is entitled to one
vote.
PROPOSAL 1
ELECTION OF DIRECTORS
In accordance with the Company's By-Laws, one director is to be elected
to hold office for a term of three years, expiring with the 2006 Annual Meeting
of Stockholders. The Company's By-Laws provide for three classes of directors
who are to be elected for terms of three years each and until their successors
shall have been elected and shall have been duly qualified. The nominee, Mr.
Donald V. Basso, is currently a director of the Company. If no one candidate for
a directorship receives the affirmative vote of a majority of both the shares
voted and of the stockholders present in person or by proxy and voting thereon,
then the candidate who receives the majority in number of the stockholders
present in person or by proxy and voting thereon shall be elected. The persons
named in the accompanying proxy will vote properly executed proxies for the
election of the person named above, unless authority to vote for the nominee is
withheld.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS
VOTE "FOR" THE ELECTION OF THE NOMINEES.
The following table sets forth certain information about each nominee
for director and each director whose term of office continues beyond the 2003
Annual Meeting. The information presented includes, with respect to each such
person, his business history for at least the past five years; his age as of the
date of this proxy statement; his other directorships, if any; his other
positions with the Company, if any; and the year during which he first became a
director of the Company.
Other
Name Director Offices Held
Name Since with Company Age and Business Experience
Nominee for a three year term expiring at the 2006 Annual Meeting:
Donald V. Basso 2000 Audit Committee Mr. Donald V. Basso was elected a director of the
Company in 2000. Mr. Basso served as a consultant
and Exploration Manager for Canada Southern
Petroleum Ltd. from October 1997 to May 2000. He
also served as a consultant to Ranger Oil & Gas
Ltd. during 1997. From 1995 to 1997, Mr. Basso
served as Exploration Manager for Guard Resources
Ltd. Mr. Basso has over 40 years experience in
the oil and gas business in the United States,
Canada and the Middle East.
Age 66.
Directors continuing in office with terms expiring at the 2005 Annual Meeting:
James R. Joyce 1993 President and Chief Mr. James R. Joyce has been President since 1993
Financial Officer and Chief Financial Officer since 1990. Mr. Joyce
has been a director of Magellan Petroleum
Australia Limited (MPAL), the Company's majority
owned subsidiary, since 1993. Mr. Joyce has been
President of G&O'D INC since July 1994, a firm
which had provided accounting and administrative
services, office facilities and support staff to
the Company and other clients. Effective December
2002, G&O'D no longer provides such services to
other clients. Mr. Joyce had been Treasurer of
Coastal Caribbean Oils & Minerals, Ltd. from 1994
to December 2002.
Age 62.
Timothy L. Largay 1996 Secretary Mr. Timothy L. Largay has been a partner in the
law firm of Murtha Cullina LLP, Hartford,
Connecticut since 1974. Mr. Largay has been a
director of MPAL since August 2001. He is also a
director of Canada Southern Petroleum Ltd.,
Calgary, Alberta, Canada. Mr. Largay was a
director of Coastal Caribbean from January 2001
until October 7, 2002. Murtha Cullina has been
retained by the Company for more than five years
and is being retained during the current year.
Age 60.
Other
Director Offices Held
Name Since with Company Age and Business Experience
Directors continuing in office with terms expiring at the 2004 Annual Meeting
Walter McCann 1983 Audit Committee Mr. Walter McCann was the President of Richmond
College, The American International University,
located in London, England from January 1993
until his retirement in July 2002. Mr. McCann
has been a director of MPAL since 1997. From 1985
to 1992, he was President of Athens College in
Athens, Greece. He is a member of the Bars of
Massachusetts and the District of Columbia.
Age 66.
Ronald P. Pettirossi 1997 Audit Committee Mr. Ronald P. Pettirossi has been President of ER
Ltd., a consulting company since 1995. Mr.
Pettirossi is a former audit partner of Ernst &
Young LLP, who worked with public and privately
held companies for 31 years.
Age 60.
- -----------------
* All of the named companies are engaged in oil, gas or mineral exploration
and/or development, except where noted.
All officers are elected annually and serve at the pleasure of the
Board of Directors. No family relationships exist between any of the directors
or officers.
COMMITTEES
The only standing committee of the Board is the Audit Committee, which
is comprised of Messrs. Pettirossi (Chairman), Basso and McCann. The principal
functions of the Audit Committee are: (1) to meet or otherwise communicate with
the Chief Financial Officer and those assisting him and request these
individuals to undertake such projects and provide such information as the Audit
Committee deems appropriate; (2) to approve the engagement or discharge of the
Company's independent auditors and meet with such auditors at least quarterly
and scrutinize their performance; (3) to review and require documentation
relating to periodic reports, statements and filings with regulatory agencies to
determine that appropriate review of such material has been made, as provided in
the Company's policies, by qualified individuals such as outside legal counsel,
independent auditors, the Chief Executive Officer, and other individuals as
necessary; (4) to require counsel regularly to advise the Committee as to
current legal requirements applicable to the Company; and (5) to report
regularly to the Board as to the Company's accounting policies and procedures
and compliance therewith.
The Company's Board of Directors has determined that Mr.Pettirossi
qualifies as an "audit committee financial expert" under SEC rules
and regulations and that Mr. Pettirossi is an "independent" director for
purposes of Nasdaq Rule 4200(a)(14).
The Board has no standing nominating, compensation or stock option
committees. The functions that would be performed by such committees are
performed by the full Board.
Seven meetings of the Board and four meetings of the Audit Committee
were held during the year ended June 30, 2003. Each director attended at least
75% of the aggregate number of meetings held by the Board and any committee on
which he served.
REPORT OF THE AUDIT COMMITTEE ADDRESSING SPECIFIC MATTERS
On October 29, 1999, the Board of Directors adopted a formal, written
charter for the Audit Committee of the Company. A copy of the charter was filed
as Exhibit A to the Company's proxy statement dated October 12, 2001. Each
member of the Audit Committee is an "independent director" for purposes of NASD
Marketplace Rule 4200(a)(14).
In connection with the preparation and filing of the Company's audited
financial statements for the fiscal year ended June 30, 2003, the Audit
Committee performed the following functions:
o The Audit Committee reviewed and discussed the audited financial
statements with senior management and Ernst & Young LLP, the
Company's independent auditors. The review included a discussion
of the quality, not just the acceptability, of the Company's
accounting principles, the reasonableness of significant
judgments, and the clarity of disclosures in the forward looking
statements.
o The Audit Committee also discussed with Ernst & Young LLP the
matters required to be discussed by Statement on Auditing
Standards No. 61 ("Communications With Audit Committees").
o The Audit Committee received the written disclosures and the
letter from Ernst & Young LLP required by Independence Standards
Board Standard No. 1 ("Independence Discussions With Audit
Committees"), and discussed with Ernst & Young LLP its
independence from the Company and considered the compatibility of
the auditors' nonaudit services to the Company, if any, with the
auditors' independence.
Based upon the functions performed, the Audit Committee recommended to
the Board of Directors, and the Board approved, that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2003, for filing with the U.S. Securities and
Exchange Commission. The Audit Committee has also selected, subject to
stockholder ratification, the selection of Deloitte & Touche LLP to serve as the
Company's independent auditors for the fiscal year ending June 30, 2004.
Audit Committee
---------------------------------------------------------------------
Ronald P. Pettirossi (Chairman) Donald V. Basso Walter McCann
ADDITIONAL INFORMATION
CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
Executive Compensation
The following table sets forth certain summary information concerning
the compensation of Mr. James R. Joyce, who is President and Chief Executive
Officer of the Company, and each of the most highly compensated executive
officers of the Company who earned in excess of $100,000 during fiscal year 2003
(collectively, the "Named Executive Officers").
==========================================================================================================
Summary Compensation Table
==========================================================================================================
Long Term
Compensation
Annual Compensation Awards
========================================= ========================== =================== =================
Name and Principal Position Fiscal Salary Securities All Other
Underlying
Options/SARs Compensation
Year ($) (#) ($)
========================================= ============= ============ =================== =================
James R. Joyce 2003 167,500 50,000 25,125 (1)
President, Chief Financial 2002 157,500 - 23,625 (1)
Officer and a director of the Company 2001 152,500 - 22,875 (1)
========================================= ============= ============ =================== =================
T. Gwynn Davies 2003 138,000 - 51,000 (2)
General Manager - MPAL 2002 106,000 - 39,300 (2)
(Effective Oct. 30, 2001) 2001 103,000 - 8,200 (2)
========================================= ============= ============ =================== =================
(1) Payment to a SEP-IRA pension plan.
(2) Payment to pension plan similar to an individual retirement plan.
Messrs. Basso, Largay, McCann and Pettirossi were each paid directors'
fees of $32,500 during the fiscal year 2003. Effective January 1, 2003, the
annual fee paid to each director increased from $25,000 to $40,000.
Under the Company's medical reimbursement plan for all outside
directors, the Company reimburses certain directors the cost of their medical
premiums, up to $500 per month. During fiscal year 2003, the cost of this plan
was $16,788.
Stock Options
The following tables provide information about stock options granted
and exercised during fiscal 2003 and unexercised stock options held by the Named
Executive Officers at the end of fiscal year 2003.
=======================================================================================================================
Options/SAR Grants in Fiscal Year 2003
- ---------------------------------------------------------------------------------- ------------------------------------
Individual Grants Potential Realized Value at Assumed
Annual Rates of Stock
Price Appreciation for Option Terms
- ---------------------------------------------------------------------------------- ------------------------------------
- ---------------------- -------------- -------------- ------------- --------------- ------------------ -----------------
Name % of Total
Options/SARs
Options/ Granted to Exercise
SARs Granted Employees in or Base Expiration
(#) Fiscal Year Price ($/Sh) Date 5% ($) 10% ($)
- ---------------------- -------------- -------------- ------------- --------------- ------------------ -----------------
- ---------------------- -------------- -------------- ------------- --------------- ------------------ -----------------
James R. Joyce 50,000 100 .85 Jan. 2, 2008 12,000 26,000
=======================================================================================================================
=======================================================================================================================
Aggregated Option/SAR Exercises in Fiscal 2003 and June 30, 2003
Option/SAR Values Table
- -----------------------------------------------------------------------------------------------------------------------
Number of Value of
Securities Number of Unexercised
Underlying Unexercised In-The-Money
Options/ Options/SARs Options/SARs
- ----------------------- SARs Granted Value at 2003 Year-end (#) at 2003 Year-end ($)
Name (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------- ------------------ --------------- ----------- ------------- ----------- -------------
James R. Joyce 226,000 - 201,000 25,000 8,750 8,750
- ------------------------ ------------------ -------------- ------------- --------------- -------------- ---------------
T. Gwynn Davies 50,000 - 50,000 - - -
========================================================================================================================
Employment Agreement
Effective January 1, 2003, the Company entered into an eighteen month
employment agreement with Mr. James R. Joyce. The agreement provides for him to
be employed as the President and Chief Executive Officer of the Company at a
salary of $175,000 per annum, and an annual contribution of 15% of the salary to
a SEP/IRA pension plan for Mr. Joyce's benefit, and the reimbursement of certain
office expenses. The employment agreement may be terminated for cause (as
defined in the agreement), on three months notice by the Company without cause,
by Mr. Joyce's resignation or upon a change in control of the Company (as
defined in the agreement). Upon a termination without cause or upon a change in
control, Mr. Joyce will be entitled to payment of the balance of salary payments
due for the term of the agreement.
Compensation Committee Interlocks and Insider Participation
The only officers or employees of the Company or any of its
subsidiaries, or former officers or employees of the Company or any of its
subsidiaries, who participated in the deliberations of the Board concerning
executive officer compensation during the fiscal year ended June 30, 2003 were
Messrs. Joyce and Largay. At the time of such deliberations, Messrs. Joyce and
Largay were directors of the Company and MPAL. Mr. Joyce did not participate in
any discussions or deliberations regarding his own compensation. Mr. Largay does
not receive any compensation for his services as Secretary.
Compensation Committee Report
The Company does not maintain a compensation committee; the Board of
Directors as a whole makes compensation decisions. The compensation of each of
the Company's executive officers over the past several years has been determined
as discussed below. In establishing compensation, the Company has considered the
value of the services rendered, the skills and experience of each executive
officer, the Company's circumstances and other factors. The Board did establish
specific guidelines governing last year's compensation for Mr. Joyce, and there
was a specific relationship between corporate performance and the compensation
of Mr. Joyce in the fiscal year ended June 30, 2003.
The independent directors of MPAL determined Mr. Davies' compensation.
Consistent with its usual practice on compensation of MPAL employees, the Board
of Directors of the Company did not intervene in that determination.
Donald V. Basso Timothy L. Largay
James R. Joyce Ronald P. Pettirossi
Walter McCann
Tax Deductibility of Compensation
At this time, the Company does not expect that the Revenue
Reconciliation Act of 1993 will have any effect on the Company's executive
compensation because it is not likely that the compensation paid to any
executive will exceed $1 million.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who beneficially own more
than 10% of the Company's Common Stock to file initial reports of beneficial
ownership and reports of changes in beneficial ownership with the Securities and
Exchange Commission. Such persons are required by the SEC regulations to furnish
the Company with copies of all Section 16(a) forms filed by such persons. Based
solely on copies of forms received by it, or written representations from
certain reporting persons that no Form 5's were required for those persons, the
Company believes that during the just completed fiscal year, its executive
officers, directors, and greater than 10% beneficial owners complied with all
applicable filing requirements.
Certain Business Relationships and Transactions
G&O'D INC
---------
During the year ended June 30, 2003, the Company paid G&O'D $20,830 for
providing accounting and administrative services, office facilities and support
staff, a firm owned by Mr. James R. Joyce, President and Chief Financial
Officer. G&O'D's fees paid were based on the time spent in performing these
services to the Company until January 1, 2003, when the Company agreed to an
amount of $2,000 per month.
Security Ownership of Management
The following table sets forth information as to the number of shares
of the Company's Common Stock owned beneficially as of October 1, 2003 by each
director (or nominee director) and each Named Executive Officer listed in the
Summary Compensation Table and by all directors and executive officers of the
Company as a group:
Amount and Nature of
Name of Individual or Group Beneficial Ownership* Percent of Class
--------------------------- --------------------- ----------------
Shares Options
------ -------
Donald Basso 11,000 - **
T. Gwynn Davies - 50,000 **
James R. Joyce 107,585 226,000 **
Timothy L. Largay 6,000 95,000 **
Walter McCann 59,368 95,000 **
Ronald P. Pettirossi 6,500 95,000 **
Directors and Executive Officers as a
Group (a total of 6) 190,453 561,000 2.9%
- ------------
* Unless otherwise indicated, each person listed has the sole power to vote
and dispose of the shares listed.
** The percent of class owned is less than 1%.
Security Ownership of Certain Beneficial Owners
The following table sets forth information as to the number of shares of the
Company's Common Stock owned beneficially as of October 1, 2003 by each person
who beneficially owns in excess of 5 percent of the outstanding shares of common
stock:
Amount and Nature of
Beneficial Ownership*
Name of Individual or Group Percent of Class
Sagasco Amadeus Pty. Limited 1,300,000 5.05%
------------
* As reported in Schedule 13G filed with the Securities and Exchange
Commission on July 22, 2003. On July 10, 2003, a subsidiary of Origin
Energy Limited, Sagasco Amadeus Pty. Limited, agreed to exchange 1,200,000
shares of MPAL for 1,300,000 shares of the Company's common stock, which is
5.05% of the Company's outstanding shares. The exchange was completed on
September 2, 2003.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Deloitte & Touche LLP as
independent auditors to audit our accounts and records for the fiscal year
ending June 30, 2004, and to perform other appropriate services. We expect that
a representative from Deloitte & Touche LLP will be present at the 2003 Annual
Meeting of Stockholders. Such representative will have the opportunity to make a
statement if he so desires and is expected to be available to respond to
appropriate questions.
Previous Independent Accountants
--------------------------------
As previously reported in the Company's Form 8-K filed on August 27,
2003, the Audit Committee of the Company's Board of Directors dismissed Ernst &
Young LLP as the Company's independent auditors, effective upon the completion
of the annual audit for the fiscal year ended June 30, 2003. Ernst & Young has
served as the Company's independent auditors for many years. This decision was
subject to the condition that Magellan Petroleum Australia Limited (MPAL), the
Company's majority owned subsidiary, makes a similar determination to dismiss
Ernst & Young as its independent auditors. On September 4, 2003, the audit
committee of the Board of Directors of MPAL made a similar determination to
dismiss Ernst & Young as its independent accountants.
Ernst and Young was dismissed on September 26, 2003, upon filling of
the Company's Annual Report on Form 10-K for the year ended June 30, 2003. The
report of Ernst & Young was dated September 19, 2003. The reports of Ernst &
Young on the Company's financial statements for the past two fiscal years did
not contain an adverse opinion or a disclaimer of opinion, and were not
qualified or modified as to audit scope or accounting principles.
In connection with the audits of the Company's financial statements for
each of the two fiscal years ended June 30, 2003, and through September 19,
2003, there were no disagreements with Ernst & Young on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope and
procedures which, if not resolved to Ernst & Young's satisfaction, would have
caused Ernst & Young to make reference to the matter in their report. In
addition, there were no "reportable events" as that term is described in Item
304(a)(1)(v) of Regulation S-K.
The Company previously requested Ernst & Young to furnish it with
letters addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. Copies of these letters, dated August 27, 2003
and October 2, 2003 respectively, were filed as Exhibit 16 to the Company's Form
8-K filed on August 27 and Amendment No. 2 to Form 8-K filed on October 2, 2003.
Fees paid to Ernst & Young LLP by the Company for the year ended June
30, 2003 were as follows:
Audit fees (MPC and MPAL) $256,700
Financial information systems,
design and implementation fees -
All other fees 34,700
--------
Total fees $291,400
========
New Independent Accountants
---------------------------
Effective October 30, 2003, the Audit Committee of the Company's Board
of Directors retained Deloitte & Touche LLP as the Company's new independent
auditors for the fiscal year ending June 30, 2004.
During the Company's two most recent fiscal years and the subsequent
interim period(s) prior to engaging Deloitte & Touche, neither the Company nor
anyone acting on behalf of the Company consulted Deloitte & Touche regarding (i)
either (a) the application of accounting principles to a specified transaction,
either completed or proposed, or (b) the type of audit opinion that might be
rendered on the Company's financial statements; or (ii) any matter that was
either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a
reportable event (as described in paragraph 304(A)(1)(v) of Regulation S-K). In
addition, during the Company's two most recent fiscal years and the subsequent
interim period(s) prior to engaging Deloitte & Touche, no written report was
provided by Deloitte & Touche to the Company and no oral advice was provided
that Deloitte & Touche concluded was an important factor considered by the
Company in reaching a decision as to any accounting, auditing, or financial
reporting issue.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS
VOTE "FOR" PROPOSAL 2.
OTHER MATTERS
If any other matters are properly presented to stockholders for a vote
at the meeting, the persons named as proxies on the proxy card will have
discretionary authority, to the extent permitted by law, to vote on such matters
in accordance with their best judgment. The Board of Directors knows of no other
matters which will be presented to stockholders for consideration at the meeting
other than the matters referred to in Proposals 1 and 2.
VOTE REQUIRED FOR APPROVAL
Each outstanding share of Common Stock is entitled to one vote. Article
Twelfth of the Company's Certificate of Incorporation provides that:
"Any matter to be voted upon at any meeting of stockholders must be
approved, not only by a majority of the shares voted at such meeting
(or such greater number of shares as would otherwise be required by law
or this Certificate of Incorporation), but also by a majority of the
stockholders present in person or by proxy and entitled to vote
thereon; provided, however, except and only in the case of the election
of directors, if no candidate for one or more directorships receives
both such majorities, and any vacancies remain to be filled, each
person who receives the majority in number of the stockholders present
in person or by proxy and voting thereon shall be elected to fill such
vacancies by virtue of having received such majority. When shares are
held by members or stockholders of another company, association or
similar entity and such persons act in concert, or when shares are held
by or for a group of stockholders whose members act in concert by
virtue of any contract, agreement or understanding, such persons shall
be deemed to be one stockholder for the purposes of this Article."
The Company may require brokers, banks and other nominees holding
shares for beneficial owners to furnish information with respect to such
beneficial owners for the purpose of applying the last sentence of Article
Twelfth.
Only stockholders of record are entitled to vote; beneficial owners of
Common Stock of the Company whose shares are held by brokers, banks and other
nominees (such as persons who own shares in "street name") are not entitled to a
vote for purposes of applying the provision relating to the vote of a majority
of stockholders. Each stockholder of record is considered to be one stockholder,
regardless of the number of persons who might have a beneficial interest in the
shares held by such stockholder. For example, assume XYZ broker is the
stockholder of record for ten persons who each beneficially own 100 shares of
the Company, eight of these beneficial owners direct XYZ to vote in favor of a
proposal and two direct XYZ to vote against the proposal. For purposes of
determining the vote of the majority of shares, 800 shares would be counted in
favor of the proposal and 200 shares against the proposal. For purposes of
determining the vote of a majority of stockholders, one stockholder would be
counted as voting in favor of the proposal.
The holders of thirty-three and one third percent (33 1/3%) of the
total number of shares entitled to be voted at the meeting, present in person or
by proxy, shall constitute a quorum for the transaction of business. In counting
the number of shares voted, broker nonvotes and abstentions will not be counted
and will have no effect. In counting the number of stockholders voting, (i)
broker nonvotes will have no effect and (ii) abstentions will have the same
effect as a negative vote or, in the case of the election of directors, as a
vote not cast in favor of the nominee.
PERFORMANCE GRAPH
The graph below compares the cumulative total returns, including
reinvestment of dividends, if applicable, on the Company's Common Stock with the
returns on companies in the NASDAQ Index and an Industry Group Index (Media
General's Independent Oil and Gas Industry Group).
The chart displayed below is presented in accordance with SEC
requirements. The graph assumes a $100 investment made on July 1, 1998 and the
reinvestment of all dividends. Stockholders are cautioned against drawing any
conclusions from the data contained therein, as past results are not necessarily
indicative of future performance.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
[OBJECT OMITTED]
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Dollar Value of $100 Investment at June 30,
------------------------------ ------------------------------------------------------------------------------------
------------------------------ ------------- ------------- -------------- ------------- ------------- -------------
1998 1999 2000 2001 2002 2003
------------------------------ ------------- ------------- -------------- ------------- ------------- -------------
------------------------------ ------------- ------------- -------------- ------------- ------------- -------------
Magellan Petroleum 100.00 95.65 89.11 74.43 61.22 83.48
------------------------------ ------------- ------------- -------------- ------------- ------------- -------------
------------------------------ ------------- ------------- -------------- ------------- ------------- -------------
Industry Index 100.00 101.70 127.12 135.87 130.99 155.52
------------------------------ ------------- ------------- -------------- ------------- ------------- -------------
------------------------------ ------------- ------------- -------------- ------------- ------------- -------------
Broad Market 100.00 140.14 210.86 116.77 79.21 88.08
------------------------------ ------------- ------------- -------------- ------------- ------------- -------------
SOLICITATION OF PROXIES
The entire expense of preparing and mailing this proxy statement and
any other soliciting material (including, without limitation, costs, if any,
related to advertising, printing, fees of attorneys, financial advisors and
solicitors, public relations, transportation and litigation) will be borne by
the Company. In addition to the use of the mails, the Company or certain of its
employees may solicit proxies by telephone, telegram and personal solicitation;
however, no additional compensation will be paid to those employees in
connection with such solicitation. In addition, the Company has retained the
Corporate Governance Group of Strategic Stock Surveillance, LLC to assist in the
distribution of proxy solicitation materials for an estimated fee of $4,000 plus
out-of-pocket expenses. The cost of the proxy solicitation will be borne by the
Company.
Banks, brokerage houses and other custodians, nominees and fiduciaries
will be requested to forward solicitation material to the beneficial owners of
the Common Stock that such institutions hold of record, and the Company will
reimburse such institutions for their reasonable out-of-pocket disbursements and
expenses.
STOCKHOLDER PROPOSALS
Stockholders who intend to have a proposal included in the notice of
meeting and related proxy statement relating to the Company's 2004 Annual
Meeting of Stockholders must submit the proposal on or before June 25, 2004.
Notice of Business to be Brought Before a Stockholders' Meeting
If a stockholder wishes to present a proposal at the Company's 2004
Annual General Meeting of Stockholders and the proposal is not intended to be
included in the Company's proxy statement and form of proxy relating to that
meeting, the stockholder must give advance notice to the Company prior to one of
two deadlines set forth in the Company's By-Laws.
If a stockholder's proposal relates to business other than the
nomination of persons for election to the board of directors, Article II,
Section 2.1 applies.
Article II, Section 2.1,of the Company's By-Laws provides in part that,
"At an annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must
be (a) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the board of directors, (b) otherwise
properly brought before the meeting by or at the direction of the board
of directors, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual
meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation, not less than sixty
(60) days nor more than ninety (90) days prior to the meeting;
provided, however, that in the event that less than seventy days'
notice or prior public disclosure of the date of the meeting is given
or made to stockholders, notice by the stockholder to be timely must be
so received not later than the close of business on the tenth day
following the date on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. For purposes of
this Section 2.1, public disclosure shall be deemed to have been made
to stockholders when disclosure of the date of the meeting is first
made in a press release reported by the Dow Jones News Services,
Associated Press, Reuters Information Services, Inc. or comparable
national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to
Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as
amended.
A stockholder's notice to the Secretary shall set forth as to
each matter the stockholder proposes to bring before the annual meeting
(a) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business
at the annual meeting;
(b) the name and address, as they appear on the corporation's
books, of the stockholder intending to propose such business;
(c) the class and number of shares of the corporation which
are beneficially owned by the stockholder;
(d) a representation that the stockholder is a holder of
record of capital stock of the corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to
present such business;
(e) any material interest of the stockholder in such
business."
To be timely under this By-Law, a stockholder proposal must be received
no earlier than September 5, 2004, and no later than October 5, 2004, which is
the time period not less than 60 days nor more than 90 days prior to the first
anniversary of this year's Annual General Meeting of Stockholders.
Nominations of Persons for Election to the Board of Directors
If a stockholder's proposal relates to the nomination of persons for
election to the board of directors, Article II, Section 2.2 applies.
Article II, Section 2.2 Notice of Stockholder Nominees of the Company's
By-Laws provides that,
Only persons who are nominated in accordance with the
procedures set forth in these By-Laws shall be eligible for election as
directors. Nominations of persons for election to the board of
directors of the corporation may be made at a meeting of stockholders
(a) by or at the direction of the board of directors or (b) by any
stockholder of the corporation entitled to vote for the election of
directors at the meeting who complies with the notice procedures set
forth in this Section 2.2. Nominations by stockholders shall be made
pursuant to timely notice in writing to the Secretary of the
corporation. To be timely, a stockholder's notice shall be delivered to
or mailed and received at the principal executive offices of the
corporation not less than sixty (60) days nor more than ninety (90)
days prior to the meeting; provided, however, that in the event that
less than seventy days' (70) notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close
of business on the 10th day following the day on which such notice of
the date of the meeting was mailed or such public disclosure was made.
For purposes of this Section 2.2, public disclosure shall be deemed to
have been made to stockholders when disclosure of the date of the
meeting is first made in a press release reported by the Dow Jones News
Services, Associated Press, Reuters Information Services, Inc. or
comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to
Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as
amended.
Each such notice shall set forth:
(a) the name and address of the stockholder who intends to
make the nomination and of the person or persons to be nominated;
(b) a representation that the stockholder is a holder of
record of stock of the corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice;
(c) a description of all arrangements or understandings
between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; and
(d) such other information regarding each nominee proposed by
such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and
Exchange Commission, had the nominee been nominated, or intended to be
nominated, by the board of directors.
To be effective, each notice of intent to make a nomination
given hereunder shall be accompanied by the written consent of each
nominee to being named in a proxy statement and to serve as a director
of the corporation if elected.
No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set
forth in these By-Laws. The presiding officer of the meeting shall, if
the facts warrant, determine and declare to the meeting that nomination
was not made in accordance with the procedures prescribed by these
By-Laws, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
To be timely under this By-Law, a stockholder notice must be received
no earlier than September 5, 2004, and no later than October 5, 2004, which is
the time period not less than 60 days nor more than 90 days prior to the first
anniversary of this year's Annual Meeting of Stockholders.
All stockholder proposals should be submitted to the Secretary of
Magellan Petroleum Corporation at P.O. Box 1146 Madison, CT 06443-1146. The fact
that a stockholder proposal is received in a timely manner does not insure its
inclusion in the proxy material, since there are other requirements in the
Company's By-Laws and the proxy rules relating to such inclusion.
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED JUNE 30,
2003 FILED WITH THE U. S. SECURITIES AND EXCHANGE COMMISSION MAY BE OBTAINED
UPON WRITTEN REQUEST TO THE COMPANY, P. O. BOX 1146, MADISON, CONNECTICUT
06443-1146, ATTENTION: MR. JAMES R. JOYCE.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE REPLY ENVELOPE PROVIDED.
By Order of the Board of Directors,
Timothy L. Largay
Secretary
Dated: October 24, 2003
MAGELLAN PETROLEUM CORPORATION
ANNUAL MEETING OF STOCKHOLDERS - DECEMBER 4, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
KNOW ALL MEN BY THESE PRESENTS, that the undersigned holder of shares
of common stock of MAGELLAN PETROLEUM CORPORATION, a Delaware corporation
(hereinafter referred to as the Company) does hereby constitute and appoint
JAMES R. JOYCE, TIMOTHY L. LARGAY AND RONALD P. PETTIROSSI or any of them, as
proxies, with full power to act without the other and with full power of
substitution, to vote the said shares of stock at the Annual Meeting of
Stockholders of the Company to be held on Thursday, December 4, 2003 at 1:00
P.M., local time, at the Hyatt Regency Orlando International Airport, 9300
Airport Boulevard, Orlando, Florida 32827, at any adjourned or postponed meeting
or meetings thereof, held for the same purposes, in the following manner:
UNLESS DIRECTED TO THE CONTRARY BY SPECIFICATION IN THE SPACES PROVIDED, THE
SAID INDIVIDUALS ARE HEREBY AUTHORIZED AND EMPOWERED BY THE UNDERSIGNED TO
VOTE FOR PROPOSALS 1 AND 2 AND ARE GIVEN DISCRETIONARY AUTHORITY TO VOTE ON
ANY OTHER MATTERS UPON WHICH THE UNDERSIGNED IS ENTITLED TO VOTE, AND WHICH
MAY PROPERLY COME BEFORE SAID MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS
THEREOF.
This proxy must be signed exactly as the name appears herein.
Executors, administrators, trustees, etc. should give full title as such. If
the signer is a corporation, please sign full corporate name by duly
authorized officer. Unless otherwise indicated on this proxy card or by
accompanying letter, the undersigned represents that in executing and
delivering this proxy he is not acting in concert with any other person for
the purposes of Article Twelfth of the Certificate of Incorporation as
described in the Company's proxy statement.
(Continued and to be signed on the other side)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND
"FOR" PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
1.Election of Directors(Proxy Statement page 2) . FOR AGAINST ABSTAIN
. [ ] [ ] [ ]
.
Nominee: Donald V. Basso . 2. Ratification of Auditors
. (page 10)
[ ] FOR .
.
[ ] WITHHOLD AUTHORITY .
FOR THE NOMINEE .
.
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To change the address on your account, please .
check the box at right and indicate your new .
address in the address space above. Please note.
that changes to the registered name(s) on the .
account may not be submitted via this method.[ ]
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Signature of Stockholder_______________ DATE _________Signature of Stockholder_______________ DATE _________
NOTE: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign.
When signing as executor, administrator, attorney, trustee, or guardian please give full title as such. If the signer
is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is
a partnership, please sign in partnership name by authorized person.