Mexco Energy Corp · DEF 14C · For 9/15/98

Filed On 8/24/98   ·   SEC File 0-06694   ·   Accession Number 66418-98-2

Definitive Proxy Information Statement   ·   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14C     Definitive Information Statement                       8±    40K 

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SCHEDULE 14C INFORMATION

 Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. ___)

Check the appropriate box:                                                      

[ ]   Preliminary Information Statement      [ ]   Confidential, for use of the 
                                                   Commission Only (as permitted
[X]   Definitive Information Statement             by Rule 14a-6(e)(2))         

MEXCO ENERGY CORPORATION
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(Name of Registrant as Specified in Charter)

Payment of filing fee (check the appropriate box):                              

[X]     No fee required.                                                        

[ ]     Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.   

    (1)  Title of each class of securities to which transaction applies:
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 (2)  Aggregate number of securities to which transaction applies:
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     (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):
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(4)  Proposed maximum aggregate value of transaction:           
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(5)  Total fee paid:                                            
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[  ]    Fee paid previously with preliminary materials.                         

[  ]    Check box if any part of the fee is offset as provided by Exchange Act  
        Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
        paid previously.  Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.     

(1)  Amount Previously Paid:                                    
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(2)  Form, Schedule or Registration Statement No.:              
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(3)  Filing party:                                              
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(4)  Date filed:                                                
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MEXCO ENERGY CORPORATION
Suite 1101
 214 W. Texas Avenue
Midland, Texas 79701
(915) 682-1119
(915) 682-1123 (FAX)

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 To be held September 15, 1998

TO THE STOCKHOLDERS:                                                            

   Notice is hereby  given  that the Annual  Meeting  of the Stockholders of
MEXCO ENERGY CORPORATION (the "Company") will be held at the Company's principal
executive office, Suite 1101, 214 W. Texas Avenue, Midland, Texas 79701, at 2:00
P.M. Central Standard Time on September 15, 1998, for the following purposes:   

1. To elect seven directors of the Company.                           

2. To ratify the selection of auditors for the Company.               

     3. To transact such other business as may properly come before the meeting.

     The stock transfer records for the Company will not be closed. The close of
business on August 25,  1998,  has been fixed by the Board of  Directors  as the
record date for determining the  shareholders of the Company  entitled to notice
of and to vote at the meeting.                                                  

DATED this 26th day of August, 1998.                                  

                                              BY ORDER OF THE BOARD OF DIRECTORS

                                       DONNA GAIL YANKO, Secretary

 INFORMATION STATEMENT
 FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
MEXCO ENERGY CORPORATION

 To be held September 15, 1998

         This  Information  Statement is furnished  by the  management  of MEXCO
ENERGY  CORPORATION  (the  "Company"),  in connection with the Annual Meeting of
Stockholders  of the  Company to be held at the  Company's  principal  executive
office,  Suite 1101, 214 W. Texas Avenue,  Midland,  Texas 79701,  at 2:00 p.m.,
Central Standard Time.                                                          

         The Annual Report to stockholders  respecting the Company's fiscal year
ending March 31, 1998, and the Information Statement were mailed to stockholders
August 26, 1998.                                                                

 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE

 REQUESTED NOT TO SEND US A PROXY.

 VOTING SECURITIES

         The close of business of August 25, 1998 has been fixed as the time and
record date for the determination of stockholders entitled to notice of and vote
at the Annual Meeting. At the record date, there were issued and outstanding and
entitled to vote 1,623,289 shares of Common Stock,  $.50 par value per share, of
the Company (the "Common Stock"). Holders of shares of Common Stock are entitled
to one (1) vote for each share owned at the record date on all  business to come
before the meeting.                                                             

PRINCIPAL STOCKHOLDERS AND STOCKHOLDINGS OF MANAGEMENT

         The  following  table sets  forth  information,  as of August 18,  1998
concerning the Common Stock  beneficially  owned by each director and nominee of
the Company,  by all officers,  directors  and nominees as a group,  and by each
stockholder  known by the Company to be the  beneficial  owner of more than five
percent (5%) of the outstanding Common Stock.                                   

                                            Number of Shares     Percent
                                         of Common Stock        of
                                          Beneficially Owned     Class
                                          ------------------     -----
 Howard E. Cox, Jr.                           194,000            11.95
 Thomas R. Craddick                             5,000              .31
 Thomas Graham, Jr.                            77,000             4.74
 Jack D. Ladd                                   1,478              .09
 Gerald R. Martin                              15,040              .93
 Nicholas C. Taylor                         1,110,770            68.43
 Donna Gail Yanko                               7,340              .45
 All Officers and Directors as a Group      1,410,628            86.90

         All  shares  listed  in the  table are  directly  owned,  and the named
individual has sole voting and investment power with respect to such shares.    

     Mr.  Taylor  owns  1,079,770  shares of the common  stock of the Company as
community  property,  21,000  shares of which is held in the name of his spouse,
Catherine B. Taylor,  and the balance in the name of Mr. Taylor.  Mr. Taylor, as
custodian  under the Uniform Gift to Minors Act, also holds 31,000 shares of the
common stock of the Company for his minor daughter, Christie Hardin Van Vraanken
Taylor.  Mr. Taylor  disclaims any  beneficial  ownership of common stock of the
Company  owned  by his two  adult  children,  Nicholas  Van  Campen  Taylor  and
Katherine Camilla Taylor,  who each own 46,000 shares of the common stock of the
Company.                                                                        

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  directors and executive  officers,  and persons who own more than ten
percent  (10%)  of a  registered  class  of  the  Company's  equity  securities,
(collectively  "Reporting  Persons"),  to file with the  Securities and Exchange
Commission  ("SEC") and the National  Association of Securities  Dealers,  Inc.,
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, Directors and greater than
ten percent  (10%)  shareholders  are required by SEC  regulation to furnish the
Company with copies of all Section 16(a) forms they file.                       

         Ownership of and  transactions  in Company stock by executive  officers
and Directors of the Company are required to be reported to the  Securities  and
Exchange  Commission pursuant to Section 16(a) of the Securities Exchange Act of
1934. On June 24, 1998, Terry L. Cox and Donna Gail Yanko each filed a Form 4 to
report stock options which were granted on April 2, 1998.  Also on June 24, 1998
Thomas R. Craddick,  Thomas Graham,  Jr., Jack D. Ladd and Gerald R. Martin each
filed a Form 3 to report the initial  number of shares owned upon their election
as directors.  Thomas Graham, Jr. also reported stock options which were granted
on April 2, 1998 on his Form 3. These forms were filed after the due date.      

DIRECTORS AND EXECUTIVE OFFICERS

         At the  Annual  Meeting to be held on  September  15,  1998,  seven (7)
persons are to be elected to serve on the Board of  Directors  for a term of one
(1) year and until their  successors are duly elected and qualified.  All of the
current Directors will be available for election to the Board of Directors.  The
Company nominees for the seven (7)  directorships are set forth in the following
table,  together  with certain  information  as to each person as of the date of
this Information Statement.                                                     

NOMINEES FOR ELECTION AS DIRECTORS

                                                               Director of the
Name                  Age       Position with the Company     Company Since 
 ----                  ---       -------------------------     ---------------
Thomas R. Craddick     54       Director                           1998     
William G. Duncan      56       Director                           1994     
Thomas Graham, Jr.     64       Director and Chairman of                    
                             the Board of Directors           1997
                               Director                       1990 to 1994
Jack D. Ladd           48       Director                           1998     
Gerald R. Martin       52       Director                           1998     
Nicholas C. Taylor     60       President, Treasurer and                    
                             Director                         1983
Donna Gail Yanko       54       Vice President, Secretary                   
                             and Director                     1990

          THOMAS R.  CRADDICK,  54, was elected to the Board of Directors of the
     Company  on March 2,  1998 and is a member of the  Compensation  Committee.
     Since 1968 to the present,  Mr. Craddick has served as State Representative
     for the State of Texas.  Throughout  his tenure of the past 15  sessions of
     the Legislature,  Representative  Craddick has served on various committees
     and  conferences,  most recently  serving on the Legislative  Budget Board,
     Legislative Audit Committee,  the State Affairs Committee and the Revenue &
     Public Education Funding, Select Committee,  along with serving as Chairman
     of the House  Ways and  Means  Committee  and  Chairman  of the  Republican
     Legislative Caucus. For more than the past five years Mr. Craddick has been
     Sales  Representative  for  Mustang  Mud,  Inc.,  as well as the  owner  of
     Craddick Properties and Owner and President of Craddick, Inc. both of which
invest in oil and gas properties and real estate.                     

          WILLIAM G.  DUNCAN,  Jr.,  56,  since 1995 has been the  President  of
     Southeastern Financial Services,  Louisville,  Kentucky,  prior to which he
     had served as Senior Vice  President  and Chief  Investment  Officer  since
     1991.  For the  previous  25 years he held  several  positions  at  Liberty
     National Bank and Trust Company,  Louisville,  Kentucky,  serving as Senior
     Vice President and Manager of the bank's Personal Trust Investment Section,
     member of Liberty's Trust  Executive  Committee,  and several  positions in
     Liberty's  Commercial  Banking Division.  Mr. Duncan has been a Director of
the Company since 1994.                                               

          THOMAS  GRAHAM,  JR.,  64,  was  appointed  Chairman  of the  Board of
     Directors  by the  Directors of the Company,  effective  July 1997,  having
     served as a director  from 1990 through  1994.  From 1994 through May 1997,
     Mr. Graham served as a United States  Ambassador.  For more than five years
     prior thereto, Mr. Graham served as the General Counsel, United States Arms
     Control and  Disarmament  Agency,  as well as Acting Director and as Acting
     Deputy Director of such agency  successively,  in 1993 and 1994. Since July
     1997,  he has  served  as  President  of the  Lawyers  Alliance  for  World
Security.                                                             

          JACK D. LADD,  48, was elected to the Board of Director of the Company
     on March 2,  1998 and is a member  of the  Compensation  Committee.  For 22
     years, Mr. Ladd has been a shareholder of the law firm of Stubbeman, McRae,
     Sealy,  Laughlin & Browder, Inc. Mr. Ladd is also a partner in various real
     estate  partnerships,   an  arbitrator  for  the  National  Association  of
     Securities  Dealers,  and a mediator  certified by the  Attorney  Mediation
     Institute. Mr. Ladd has served as a Director and advisory director of other
oil and gas corporations.                                             

          GERALD R. MARTIN,  52,  co-founded River Hill Capital,  LLC, a private
     investment  company,  in June 1996. For the prior 23 years,  Mr. Martin had
     worked for J.J.B.  Hilliard,  W. L. Lyons,  Inc.,  a member of the New York
     Stock Exchange,  17 years were spent as Senior Vice President of Investment
     Banking.  Mr. Martin has experience as a financial consultant or advisor to
     several local government agencies and non-profit organizations. In December
     1996, he completed  fifteen years of volunteer  service as Vice Chairman of
     the Board of  Commissioners  of the Housing  Authority of  Louisville.  Mr.
     Martin is a director of Orr Safety Corporation in Louisville,  Kentucky and
     Begley  Company  in  Richmond,  Kentucky.  He was  elected  to the Board of
     Directors  of  the  Company  on  March  2,  1998  and  is a  member  of the
Compensation Committee.                                               

          NICHOLAS C. TAYLOR, 60, was elected President,  Treasurer and Director
     of the Company on April 8, 1983 and  continues to serve in such  capacities
     on a part-time basis, as required.  From July 15, 1993 to the present,  Mr.
     Taylor has been  involved in the  independent  practice of law and business
     interests.  For more than the prior 19 years, Mr. Taylor was a Director and
     Shareholder of the law firm of Stubbeman, McRae, Sealy, Laughlin & Browder,
     Inc., Midland, Texas, and a partner of the predecessor firm. In 1995 he was
     appointed  by the  Governor  of Texas and serves as  Chairman  of the three
member State Securities Board.                                        

          DONNA GAIL YANKO, 54, has worked as part-time Administrative Assistant
     to the Chief Executive Officer and controlling shareholder and as Assistant
     Secretary of the Company until June 1992 when she was  appointed  Corporate
     Secretary.  Mrs.  Yanko was appointed to the position of Vice President and
elected to the Board of Directors in 1990.                            

         During the year ended  March 31,  1998,  five  meetings of the Board of
Directors were held and attended by all  Directors.  Three meetings were held in
the first quarter ending June 30, 1998 and attended by all Directors, except Mr.
Craddick who did not attend the April or May meeting. The Compensation Committee
currently  consists of Messrs.  Craddick,  Duncan,  and Martin,  all of whom are
non-employee directors. The Board of Directors does not have a standing audit or
nominating committee, nor any committees performing similar functions, since the
Board of Directors itself performs these functions. There are no other executive
officers than those listed above.                                               

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company's principal  shareholder owns a ninety-three  percent (93%)
working  interest in three wells in which the Company  also owns an interest and
operates. The Company operates these wells on a contract basis charging the same
administrative  fees as the  previous  operator.  The  billings  for such  lease
operating  expenses totaled  approximately  $50,097 for the year ended March 31,
1998, with accounts receivable balance at that date of approximately $8,473.    

EXECUTIVE COMPENSATION

         The  following  table  sets  forth  information  concerning  annual and
long-term compensation paid or accrued to executive officers for services in all
capacities to the Company for the fiscal year ended March 31, 1998.             

 Summary Compensation Table*

Name and                                                    
Principal                                                   
    Position                                    Year          Salary
    -----------                                 ----         -------
    5 Officers ..............................   1998         $44,825
    & Directors .............................   1997         $52,381
    as a group ..............................   1996         $38,400

         * All annual  compensation is comprised of salary and insurance.  There
are no long-term compensation awards, employment agreements, retirement benefits
or any other basis of compensation. Directors are paid $100 per meeting of which
there were five (5) during the year ended March 31,  1998,  and three (3) in the
quarter ended June 30, 1998. The sole compensation  received by the President of
the Company for such period consisted of director's fees.                       

Board of Directors Report of Executive Compensation                             
---------------------------------------------------                             

         The Board of  Directors  is solely  responsible  for setting  executive
compensation  including base pay and Board of Directors'  fees.  Such payment is
based on performance, including hours worked and effectiveness.                 

EMPLOYEE INCENTIVE STOCK OPTION PLAN

         The  Company  adopted  an  employee   incentive  stock  plan  effective
September  15,  1997.   Under  the  plan,   350,000  shares  are  available  for
distribution.  Awards,  granted at the  discretion  of a committee of the Board,
include stock options and  restricted  stock.  Stock options may be an incentive
stock option or a non-qualified  stock option. The exercise price of each option
will not be less than the  market  price of the  Company's  stock on the date of
grant.  The maximum  term of the options is ten years.  Restricted  stock may be
granted with a condition to attain a specified  goal. The purchase price will be
at least $5.00 per share of restricted  stock.  The awards of  restricted  stock
must be accepted  within sixty days and will vest as  determined  by  agreement.
Holders of restricted stock have all rights of a shareholder of the Company.  At
March 31, 1998, no stock or stock options had been granted under the plan.      

         On April 2, 1998,  the Board of  Directors  granted  stock  options for
40,000  shares of common  stock at $7.75  per  share  which  vest at 25% on each
annual  anniversary  date and expire ten years from date of grant.  On that date
Terry L. Cox, Ronald M. Frederick,  Thomas Graham, Jr. and Donna Gail Yanko were
each granted stock options for 10,000 shares of common stock. Effective with her
resignation,  the options  granted to Terry L. Cox expired on July 31, 1998.  On
August 5, 1998,  Linda J. Crass was granted  stock  options to  purchase  10,000
shares of common stock at $7.75 per share under the same conditions. The Company
will account for the options  under the intrinsic  value method  pursuant to APB
Opinion 25.                                                                     

 PERFORMANCE GRAPH

         The  following  graph  shows how an initial  investment  of $100 in the
Company's Common Stock would have compared to an equal investment in the S&P 500
Index or in an index of Peer Group Competitors over a five year period beginning
March 31, 1993 and ending March 31, 1998.  The selected  Peer Group  consists of
several larger independent oil and gas producers:  Noble Affiliates,  Inc., Pogo
Producing Company, Anadarko Petroleum Corporation,  Apache Corporation, and Oryx
Energy  Company.  This group of  companies  is used by the  Company  for certain
compensation and performance comparisons.                                       

[GRAPH APPEARS HERE]

                 1993     1994     1995      1996       1997      1998
                  -------- -------- --------- ---------- --------- ---------
     MEXCO        $100     $184     $267      $333       $733      $1017
     S&P 500      $100     $ 99     $111      $143       $168      $ 244
     PEER GROUP   $100     $ 96     $102      $124       $144      $ 159

INDEPENDENT PUBLIC ACCOUNTANTS

         The Board of Directors of the Company, by resolution,  has approved the
selection  of Grant  Thornton  LLP as the  accountants  for the  Company for the
fiscal year beginning April 1, 1998. A  representative  of said accountants will
not be present at the Annual Meeting, but will be available by telephone to make
a  statement,  if they so desire and to respond to  appropriate  questions.  The
Board of Directors does not have an audit or similar committee.                 

 NEXT ANNUAL MEETING

         The next Annual Meeting of the Company's  stockholders  is scheduled to
be held on September 15, 1999. Appropriate proposals of stockholders intended to
be  presented  at the 1999  Annual  Meeting  must be received by Ms. Gail Yanko,
Secretary, no later than June 25, 1999, in order to be included in the Company's
Information Statement relating to such meeting.                                 

 OTHER MATTERS

         Management  knows of no other  business  which will be presented at the
Annual Meeting other than as explained herein.                                  

         A majority  in  interest  of the issued and  outstanding  Common  Stock
entitled to vote shall  constitute  a quorum at the Annual  Meeting and shall be
necessary to elect the Board of Directors and transact any business.            

         The cost of preparing and mailing this  Information  Statement  will be
paid by the Company.  The Company will, upon request,  reimburse brokers for the
cost incurred by them in mailing  copies of this Statement and the Annual Report
of the Company to such of their customers as are beneficial owners of the Common
Stock of the Company registered in the names of such brokers.                   

         STOCKHOLDERS  MAY OBTAIN WITHOUT CHARGE A COPY OF THE COMPANY'S  ANNUAL
REPORT ON FORM 10-K,  INCLUDING THE FINANCIAL  STATEMENTS AND SCHEDULES THERETO,
FILED WITH THE  SECURITIES  AND  EXCHANGE  COMMISSION  FOR THE FISCAL YEAR ENDED
MARCH 31, 1998, BY WRITING THE SECRETARY, MEXCO ENERGY CORPORATION,  SUITE 1101,
214 WEST TEXAS AVENUE, MIDLAND, TEXAS 79701.                                    

Dates Referenced Herein   and   Documents Incorporated By Reference

This DEF 14C Filing		Date		Other Filings
		3/31/93
		7/15/93
		9/15/97		PRE 14C
		3/2/98
		3/31/98		10-K
		4/1/98
		4/2/98
		6/24/98
		6/30/98		10-Q
		7/31/98
		8/5/98
		8/18/98
Filed On / Filed As Of		8/24/98
		8/25/98
		8/26/98
For The Period Ended		9/15/98
		6/25/99
		9/15/99		DEF 14C
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