2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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TRI-VALLEY CORPORATION
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5555 BUSINESS PARK SOUTH, SUITE 200
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BAKERSFIELD, CALIFORNIA 93309
MEETING TO BE HELD:
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DATE: OCTOBER 20, 2003
TIME: 10:00 A.M. (P.D.T.)
PLACE: THE FAIRMONT SAN FRANCISCO
ATOP NOB HILL
SAN FRANCISCO, CALIFORNIA 94108
MATTERS TO BE VOTED ON:
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1. Electing six directors to serve for the ensuing year;
2. Approving the engagement of Brown Armstrong Paulden McCown Hill Starbuck
& Keeter Accountancy Corporation as our independent accountants; and
3. Transacting such other business as may properly come before the meeting
and any adjournment thereof.
WHO MAY ATTEND AND VOTE AT THE MEETING:
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Shareholders of record at the close of business on August 22, 2003, and valid
proxy holders may attend and vote at the meeting. If your shares are registered
in the name of a brokerage firm or trustee and you plan to attend the meeting,
please obtain from the firm or trustee a letter or other evidence of your
beneficial ownership of those shares to facilitate your admittance to the
meeting.
THIS MEETING NOTICE AND PROXY STATEMENT WAS FIRST SENT TO SHAREHOLDERS OF
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TRI-VALLEY CORPORATION ON OR ABOUT AUGUST 27, 2003.
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By Order of the Board of Directors,
___________________________
F. Lynn Blystone
President and Chief Executive Officer
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PROXY STATEMENT
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TO THE SHAREHOLDERS OF TRI-VALLEY CORPORATION:
GENERAL INFORMATION ABOUT THE SHAREHOLDERS' MEETING
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The only items of business which management intends to present at the meeting
are listed in the Notice of Annual Meeting of Shareholders. This Proxy
Statement provides details about the meeting.
The enclosed proxy material relating to Tri-Valley Corporation from our board of
directors is sent to you as the direct or beneficial owner of our common stock,
with our sincere request that you give those materials your prompt and thorough
consideration. Your vote at the annual meeting is important to us.
The Board of Directors of Tri-Valley Corporation hereby solicits your proxy (on
the enclosed proxy form) for use at our Annual Meeting of Shareholders to be
held October 20, 2003, at 10:00 A.M. (local time) in the Fairmont San Francisco,
atop Nob Hill, San Francisco, California 94108.
By returning your signed proxy, you authorize management to vote your shares as
you indicate on these items of business and to vote your shares in accordance
with management's best judgment in response to proposals initiated by others at
the meeting.
Our administrative office is located at 5555 Business Park South, Bakersfield,
California 93309. The approximate date on which this Proxy Statement and proxy
will first be sent to the shareholders is August 27, 2003. The costs of this
proxy notification will be paid by the company and are estimated to be
approximately $7,000. A professional proxy solicitor has not been engaged.
IF YOU ARE UNABLE TO ATTEND THIS MEETING, WE REQUEST THAT YOU RETURN THE
ENCLOSED PROXY FORM, PROPERLY EXECUTED, IN ORDER THAT YOUR SHARES WILL BE
REPRESENTED AND VOTED AT THE MEETING.
CHANGING OR REVOKING YOUR PROXY VOTE
You may revoke your signed proxy at any time before it is exercised at the
annual meeting. You may do this by advising our secretary in writing of your
desire to revoke your proxy, or by submitting a duly executed proxy bearing a
later date. We will honor the proxy card with the latest date. You may also
revoke your proxy by attending the annual meeting and indicating that you wish
to vote in person.
WHO MAY VOTE
As of July 31, 2003, 19,819,348 shares of our common stock were outstanding.
Each share is entitled to one vote per director in the election of directors and
one vote in all other matters to be voted upon at the meeting. SHAREHOLDERS OF
RECORD AS OF THE CLOSE OF BUSINESS AT 5:00 P.M. ON FRIDAY, AUGUST 22, 2003, ARE
THE ONLY PERSONS ENTITLED TO VOTE AT THIS MEETING.
VOTING IN PERSON
Although we encourage you to complete and return your proxy to ensure that your
vote is counted, you can attend the annual meeting and vote your shares in
person.
HOW YOUR VOTES ARE COUNTED
We will hold the annual meeting if holders of not less than one-half the
outstanding shares are present either in person or by proxy. If you sign and
return your proxy card, your shares will be counted to determine whether we have
a quorum even if you abstain or fail to vote on any of the matters listed on the
proxy card.
The vote of a majority of the shares present at the meeting, in person or by
proxy, is necessary to elect directors and to ratify the selection of the
Company's auditors.
If you mark "Abstain" with respect to any proposal on your proxy, your shares
will be counted in the number of votes cast. HOWEVER, A VOTE TO "ABSTAIN" HAS
THE SAME EFFECT AS VOTING NO. MANAGEMENT REQUESTS THAT YOU VOTE EITHER "FOR" OR
"AGAINST" ON EACH PROPOSAL TO COME BEFORE THE MEETING. If a broker or other
nominee holding shares for a beneficial owner does not vote on a proposal, the
shares will not be counted in the number of votes cast.
A ''broker non-vote'' occurs when your broker submits a proxy for your shares
but does not indicate a vote for a particular proposal because the broker does
not have authority to vote on that proposal and has not received voting
instructions from you. ''Broker non-votes'' are not counted as votes against the
proposal in question or as abstentions, nor are they counted to determine the
number of votes present for the particular proposal.
ITEMS OF BUSINESS
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PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors consists of six (6) members. Each director serves for a
term of one (1) year. All six (6) director positions are up for election at the
meeting.
VOTING
The six nominees receiving the highest number of votes will be elected. Proxies
solicited by the board of directors will be voted in favor of each nominee
unless shareholders specify otherwise in their proxies. Should any of the
nominees become unavailable at the time of the meeting to accept nomination or
election as a director, the proxy holders named in the enclosed proxy will vote
for substitute nominees at their discretion. Votes withheld for a nominee will
not be counted.
CUMULATIVE VOTING
Although we are incorporated in Delaware, we currently maintain our business
offices and principal oil and gas operations in California. Accordingly,
shareholders are entitled, under California corporation law, to cumulative
voting rights in the election of directors. This means that a shareholder may
multiply the shares held by the total number of directors to be elected (six)
and vote all of such shares for any one director. Prior to the meeting and vote
on directors, any shareholder wishing to exercise cumulative voting rights must
give the company written notice of exercise of cumulative voting rights.
Discretionary authority to cumulate votes in the exercise of proxies is hereby
solicited by management.
NOMINEES FOR THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
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FOLLOWING SIX NOMINEES FOR DIRECTOR.
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EACH DIRECTOR MUST BE ELECTED BY A MAJORITY VOTE OF THE SHARES REPRESENTED AT
THE MEETING.
The following pages describe the nominees for director, including their
principal occupations for the past five years, certain other directorships, age,
length of service as a Tri-Valley director, membership on the audit committee,
attendance at board and committee meetings, and ownership of our stock. Each
nominee has agreed to be named in this proxy statement and to serve as a
director if elected. The ages listed are as of July 31, 2003.
Common Stock
Name and Position with Company Age Director Since Beneficially Percent
Owned(1) of Class(2)
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F. Lynn Blystone, President, 67 1974 1,335,764 6.5%
CEO and Director (3)
Dennis Lockhart, Director 56 1982 342,091 1.7%
Milton Carlson, Director 73 1985 349,000 1.7%
Loren Miller, Director 58 1992 315,300 1.5%
C. Chase Hoffman, Director 80 2000 257,500 1.2%
Harold J. Noyes, Director 55 2002 110,000 0.6%
All Directors as a Group 2,709,655 13.2%
(1) Includes shares which the listed shareholder has the right to acquire, from
options, within 60 days after December 31, 2002, as follows: F. Lynn Blystone
882,500; Dennis P. Lockhart 270,000; Milton J. Carlson 268,000; Loren J. Miller
270,000; C. Chase Hoffman 200,000; and Harold J. Noyes 110,000.
Under SEC rules, we calculate the percentage ownership of each person who owns
exercisable options by adding (1) the number of exercisable options for that
person to (2) the number of total shares outstanding, and dividing that result
into (3) the total number of shares and exercisable options owned by that
person.
(2) Based on total outstanding shares of 19,819,348 as of July 31, 2003. The
persons named herein have sole voting and investment power with respect to all
shares of common stock shown as beneficially owned by them, subject to community
property laws where applicable.
(3) Includes 30,200 shares held in the name of Bandera Land Company, Inc., a
family corporation of which Mr. Blystone is the president.
NOMINEE PROFILES
F. Lynn Blystone President and Chief Executive Officer of Tri-Valley
Corporation and Tri-Valley Power Corporation, and CEO of Tri-Valley Oil & Gas
Company, which are two wholly owned subsidiaries of Tri-Valley Corporation,
Bakersfield, California
Mr. Blystone became president and chief executive officer of Tri-Valley
Corporation in October 1981, and was nominally vice president from July to
October 1981. His background includes institution management, venture capital
and various management functions for a mainline pipeline contractor including
the Trans-Alaska Pipeline Project. He has founded, run and sold companies in
several fields including Learjet charter, commercial construction, municipal
finance and land development. He is also president of a family corporation,
Bandera Land Company, Inc., with real estate interests in Kern, Riverside and
Orange Counties, California. A graduate of Whittier College, California, he did
graduate work at George Williams College, Illinois in organization management.
He gives full time to Tri-Valley.
Dennis P. Lockhart Professor, Georgetown University, Washington D.C.
Mr. Lockhart is a professor of international business at Georgetown University's
Graduate Foreign Service School in Washington D.C. Mr. Lockhart is also a
partner of Zephyr Management L.P., a global investment firm headquartered in New
York. Mr. Lockhart was previously a senior officer and director of Heller
Financial, Inc., and President of Heller's international subsidiary. Heller
Financial was a NYSE company active in various lines of commercial finance and
is now owned by GE Capital. He was President of Heller International Group from
1988 to 2001. Prior 1988, Mr. Lockhart was an officer of Citicorp/Citibank and
held a number of corporate banking and management positions in the US and
overseas. He is a graduate of Stanford University and The Johns Hopkins
University School of Advanced International Studies. He also attended the
Senior Executive Program at the Sloan School of Management, Massachusetts
Institute of Technology.
Milton J. Carlson Investor, Kalispell, Montana
Since 1989, Mr. Carlson has been a principal in Earthsong Corporation, which, in
part, consults on environmental matters and performs environmental audits for
government agencies and public and private concerns. Until its merger with
another firm, Mr. Carlson formerly was vice president and corporate secretary of
Union Sugar Company, a $100 million unit of Sara Lee Corporation. He was
involved in representing industrial end users of energy through the California
Manufacturers Association as the former chairman of the CMA steering committee
of the standing energy and environmental committees. Mr. Carlson was also the
energy and environmental representative with Sara Lee energy advisory group and
monitored related matters before the California Public Utilities Commission and
Energy Commission as well as serving as the legislative representative in
Sacramento and Washington, D.C. Mr. Carlson attended the University of Denver
and is on the board of directors for the Flathead Land Trust.
Loren J. Miller, CPA Treasurer and CFO, Jankovich Company, San Pedro,
California
Mr. Miller has served in a treasury and other senior financial capacities at the
Jankovich Company since 1994. Prior to that he served successively as vice
president and chief financial officer of Hershey Oil Corporation from 1987 to
1990 and Mock Resources from 1991 to 1992. Prior to that he was vice president
and general manager of Tosco Production Finance Corporation from 1975 to 1986
and was a senior auditor the accounting firm of Touche Ross & Company from 1968
to 1973. He is experienced in exploration, production, product trading,
refining and distribution as well as corporate finance. He holds a B.S. in
accounting and a M.B.A. in finance from the University of Southern California.
C. Chase Hoffman Owner, Hoffman Farms Tulare, California
Since 1965 Mr. Hoffman has owned and operated a milk cow dairy and farmed 4,000
acres of land. Additionally, he has been a commercial and residential land
developer in California and Hawaii since 1978. From 1973 to 1978 he was a
senior vice president and general manager for Knudsen for the State of
California. Mr. Hoffman also sits as a director for two companies whose shares
are listed on the Canadian Venture Exchange: Seine River Resources, Inc.,
Vancouver, British Columbia, with California gold operations and Guatemala oil
properties, and International Powerhouse Energy Corporation, a British Columbia,
Canada, hydroelectric project. He is a graduate of Stanford University with a
degree in Economics and Business Administration from Graduate School of
Business.
Harold J. Noyes Consutant to U.S. Department of Energy for Alaska
Since August 2000, he has been president of H.J. Noyes and Associates, Inc., a
firm that provides consulting and business development services to the minerals
industry. Dr. Noyes is currently a senior program manager with Pacific
Northwest National Laboratory. He served October 2001 through October 2002 as
vice president, marketing and business development for Blake Street Investments,
Inc., a money management and investment advisory firm. From 1997 to 2000 he was
president of North Star Exploration, Inc. He was manager, resource development
for Doyon Limited from 1983 to 1997. Dr. Noyes graduated from the University of
Minnesota Magna Cum Laude in geology and took his Ph.D. in geology and
geochemistry at the Massachusetts Institute of Technology. Later he earned a
Masters in Business Administration at the University of Chicago.
BOARD OF DIRECTORS' MEETINGS AND COMMITTEES
During 2002, the board of directors held 4 meetings. All directors attended at
least 75% of the meetings.
Compensation Committee
Our compensation committee is comprised of C. Chase Hoffman (Chair) and Harold
J. Noyes, both of whom are independent directors. The committee held two
meetings in 2002. Both members attended both meetings.
Audit Committee - The Corporation has had independent director review of its
financial reports since 1981.
Purpose: The audit committee provides an open avenue of communication
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between our independent auditor, the company officers and the board of
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directors. The committee operates under a charter that sets forth the
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committee's tasks. The chief duties of the committee are:
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- Assure the independence and objectivity of the auditing firm.
- Review and coordinate the auditing responsibilities with the auditor and
chief financial officer.
- Review the adequacy of internal accounting controls.
- Inquire about significant risks and about management's actions to minimize
risks.
- Review significant audit findings and any difficulties encountered in
conducting the audit.
Members: Loren J. Miller, CPA (Chair)
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Dennis P. Lockhart
Milton J. Carlson
The committee charter requires the audit committee to be comprised of at least
three members, who must be independent members of our board of directors. The
qualifications of members and standards for determining who is an "independent"
director conform to the standards set forth in the Nasdaq Stock Market's rules
for companies quoted on Nasdaq. All audit committee members must be able to
read and understand fundamental financial statements or to become able to do so
shortly after joining the committee. At least one member must have previous
employment in accounting or finance, certification in accounting or comparable
experience. Our current audit committee members meet these requirements. Mr.
Miller is a certified public accountant.
Number of Meetings Held in 2002: Four
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Our board of directors appointed and organized the committee at the board
meeting immediately following the 2000 shareholders' meeting in September 2000.
The committee charter now requires the committee to meet at least four times a
year and to meet periodically separately with the auditor, chief financial
officer and management.
Attendance:
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All Audit Committee members participated in all committee meetings held in 2002.
Audit Committee Report:
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The audit committee has reviewed and discussed the audited financial statements
with management as well as our independent public accountants. The audit
committee has received from the independent accountants a formal written
statement regarding the auditors' independence and has discussed with the
independent accountant matters relating to their independence. The audit
committee members have satisfied themselves as to the auditors' independence.
The audit committee has discussed with the independent accountants the matters
required to be discussed by Statement on Auditing Standards No. 61, which
includes, among other items, matters related to the audit of our financial
statements.
The audit committee has recommended to the board of directors that the audited
financial statements be included in the company's Annual Report on Form 10-K for
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2002 for filing with the Securities and Exchange Commission.
COMPENSATION OF DIRECTORS
We compensate non-employee directors for their service on the board of
directors. The following tables sets forth information regarding the
compensation paid to non-employee directors in 2002.
(a) (b)
Name Fees
---- ----
Harold J. Noyes $1,200
Milton Carlson $2,400
Dennis P. Lockhart $2,050
Loren J. Miller $2,400
C. Chase Hoffman $2,400
EXECUTIVE COMPENSATION
The following table summarizes the compensation of the president, F. Lynn
Blystone, for the fiscal years ended December 31, 2002, 2001, and 2000.
Long Term
Compensation
Annual Compensation Awards
(a) (b) (c) (d) (e)
--- ---
Period Restricted
Name Covered Salary Bonus Stock Awards
F. Lynn Blystone, 2002 $99,000) $50,000**
CEO 2001 $99,000) $16,250**
2000 $95,870) $9,850*
*On April 3, 2000, we issued 5,000 restricted shares to Mr. Blystone pursuant to
his employment contract, with a fair market value on that date of $9,850 ($1.97
per share).
**Mr. Blystone used $37,000 of this bonus to purchase a $35,000 partnership
interest in TVOG Opus I Drilling Program and exercise options on Company stock
($2,000).
No Options Were Granted in 2002
In 2002, we did not grant any stock options or make any restricted stock awards
to our officers or directors.
Aggregated 2002 Option Exercises and Year-End Values
The following table summarizes the number and value of all unexercised stock
options held by the Named Officer and the Directors at the end of 2002.
( A ) (B) (C) (D) (E)
Number of Securities Value of Unexercised In-
Underlying Unexercised The-Money Options/SARs
Options/SARs at FY-End (#) at FY-End ($)*
Shares Acquired Value
Name On Exercise (#) Realized ($) Exercisable/ Exercisable/
Unexercisable Unexercisable
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F. Lynn Blystone 7,500 $8,065 886,500/0 $/0
*Based on a fair market value of $1.40 per share, which was the closing bid
price of our common stock on the Over-The-Counter Bulletin Board on Friday,
December 31, 2002.
Compensation Committee Report
Mr. Blystone's compensation is paid pursuant to the provisions of his employment
contract, which had a primary period ending in December 2002 and which is
extendable for three consecutive annual periods through December 2005. The base
salary amount is $99,000 per year plus 5,000 shares of our common stock at the
end of each year of service. Mr. Blystone is also entitled to a bonus (not to
exceed $25,000) equal to 10% of net operating cash flow before taxes, including
interest income and excluding debt service. Mr. Blystone is also entitled to a
bonus of 4% of the company's annual net after-tax income. The total of the
bonuses from cash flow and net income may not exceed $50,000 per year.
Because of the relatively small size of the staff of Tri-Valley, which permits
the board and compensation committee to evaluate the performance of Mr. Blystone
and the remaining officers in detail, the compensation committee has not adopted
quantitative performance measures to review performance, award bonuses and
adjust compensation, other than those contained in Mr. Blystone's employment
contract and noted in the preceding paragraph. Based on the performance of
Tri-Valley in 2002, the board awarded Mr. Blystone the maximum $50,000 bonus
that is permitted under his contract. In making this award, the board and
compensation committee considered not only Mr. Blystone's performance during
2002 but also his continued dedication to the company over the past several
years.
The employment agreement also provides a severance payment to Mr. Blystone if he
is terminated within 12 months after a sale of control of Tri-Valley. The
severance payment equals $150,000. In addition, Mr. Blystone is entitled to a
bonus equal to 10% of net operating cash flow before taxes, including interest
income and excluding debt service, plus 4% of the company's annual net after-tax
income, up to a maximum of $50,000 (with the maximum amount pro-rated over the
period for which the payment is made). For purposes of the severance provision,
a sale of control is deemed to be the sale of ownership of 30% of our
outstanding stock or the acquisition by one person of enough stock to appoint
a majority of the board of directors of the company.
C. Chase Hoffman, Chair, & Harold J. Noyes,
Tri-Valley Corporation Audit Committee
Stock Price Performance Graphs
The graphs shown on the following page compare cumulative total stockholder
returns on our common stock against the Russell 2000 Stock Index and three
companies that, in our opinion, are peer companies to us in the oil and gas
business for a five-year period each ending December 31, 2002 and the six months
ended June 30, 2003. The peer companies we selected are Royale Energy, Inc.,
Parallel Petroleum Corporation, and Equity Oil, Inc.
(Intentionally left blank)
[GRAPHIC OMITED]
[GRAPHIC OMITED]
12/31/98 12/31/99 12/31/00 12/31/01 12/31/02 6/30/03
TRI-VALLEY $100 $294 $294 $320 $310 $602
Russell 2000 Index 100 120 115 116 91 106
Peer Companies:
Royale Energy 100 82 237 208 165 251
Parallel Petroleum 100 117 265 221 190 265
Equity Oil 100 117 361 186 206 288
PROPOSAL 2: APPROVAL OF BROWN, ARMSTRONG PAULDEN MCCOWN HILL STARBUCK &
KEETER ACCOUNTANCY CORPORATION AS INDEPENDENT ACCOUNTANTS
PROPOSAL 2: APPROVAL OF BROWN, ARMSTRONG PAULDEN MCCOWN HILL STARBUCK &
KEETER ACCOUNTANCY CORPORATION AS INDEPENDENT ACCOUNTANTS
It is the opinion of our board of directors and the audit committee that the
certified public accounting firm of Brown Armstrong Paulden McCown Hill Starbuck
& Keeter Accountancy Corporation, Inc. ("Brown Armstrong ") of Bakersfield,
California, is best suited to conduct the company audits and reviews as well as
related business consulting. The partner in charge, Burton Armstrong, has been
a board member of and is on the tax committee of the California Independent
Petroleum Association (CIPA) and active in many industry accounting and SEC
related bodies in addition to the broader resources of the firm. The board feels
Brown Armstrong conducts its business with detailed thoroughness in an
expeditiously professional and economical manner and recommends your approval of
continuing to retain them. Mr. Armstrong is expected to attend the shareholder
meeting, will have an opportunity to make a statement and will be available to
respond to appropriate questions.
AUDIT FEES
The aggregate fees billed or expected to be billed by Brown Armstrong for
professional services rendered for the audit of our annual financial statements
for the fiscal year ended December 31, 2002, and for the reviews of the
financial statements included in our quarterly reports on Form 10-Q for that
fiscal year are $45,432.
ALL OTHER FEES
The aggregate fees billed by Brown Armstrong during 2002 for professional
services other than the audit fees described above are $24,586. These services
included tax preparation and services relating to SEC reporting requirements, in
addition to the audit work.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF BROWN ARMSTRONG AS
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OUR INDEPENDENT ACCOUNTANTS.
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A MAJORITY VOTE IS REQUIRED TO APPROVE THIS PROPOSAL.
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PROPOSAL 3: OTHER MATTERS
At the date of mailing of this proxy statement, we are not aware of any business
to be presented at the annual meeting other than those items previously
discussed. The proxy being solicited by the board of directors provides
authority for the proxy holder, F. Lynn Blystone, to use his discretion to vote
on such other matters as may lawfully come before the meeting, including matters
incidental to the conduct of the meeting, and any adjournment thereof.
OTHER INFORMATION
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ANNUAL REPORT
Our Annual Report on Form 10-K for the year ended December 31, 2002, which
contains our audited financial statements dated December 31, 2002 and 2001, was
mailed previously to shareholders.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING REQUIREMENT
Section 16(a) of the Securities Exchange Act of 1934 and Securities and Exchange
Commission regulations require our directors, certain officers, and greater than
10 percent shareholders to file reports of ownership and changes in ownership
with the SEC and to furnish us with copies of all such reports they file. Based
solely upon a review of the copies of the forms furnished to us, or written
representations from certain reporting persons that no reports were required, we
believe that no person failed to file required reports on a timely basis during
or in respect of 2002.
WHERE TO OBTAIN ADDITIONAL INFORMATION
You may obtain, free of charge, a copy of our Annual Report or Form 10-K for the
year ended December 31, 2002 (including the financial statements and schedules
thereto) filed with the Securities and Exchange Commission by writing to
Tri-Valley's Secretary at 5555 Business Park South, Suite 200, Bakersfield,
California 93309; telephone 661-864-0500.
We file annual, quarterly and period reports, proxy statements and other
information with the Securities and Exchange Commission using the SEC's EDGAR
system. You can find our SEC filings on the SEC's web site, www.sec.gov. You
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may read and copy any materials that we file with the SEC at its Public
Reference Room at 450 5th Street, N.W., Washington, D.C. 20549. Our common
stock is traded under the symbol "TRIL." We use the calendar year as our fiscal
year.
PROPOSALS BY SHAREHOLDERS - 2004
Any proposal by a shareholder to be submitted for inclusion in proxy soliciting
material for the 2004 annual shareholders meeting must be received by our
corporate secretary no later than December 31, 2003.
OTHER MATTERS
No proposals have been received from shareholders for inclusion in the proxy
statement or action at the 2003 annual meeting. We do not know of any matter to
be acted upon at the meeting other than the matters above described. However,
if any other matter should properly come before the meeting, the proxy holders
named in the enclosed proxy will vote the shares for which they hold proxies in
their discretion.
Your vote at the annual meeting is important to us. Please vote your shares of
common stock by completing the enclosed proxy card and returning it to us in the
enclosed envelope.
Date: August 27, 2003 By Order of the Board of
Directors,
______________________________
F. Lynn Blystone
President and Chief Executive Officer
TRI-VALLEY CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints F. Lynn Blystone and Loren Miller as Proxies
with the power to appoint their substitutes, and hereby authorizes them to
represent and to vote, as designated below, all the shares of common stock of
Tri-Valley Corporation held on record by the undersigned on August 22, 2003, at
the Annual Meeting of Shareholders to be held in the Fairmont San Francisco,
atop Nob Hill, San Francisco, California 94108, on October 20, 2003, at 10:00
A.M. (P.D.T.).
1. ELECTION OF DIRECTORS or any adjournment thereof.
FOR ALL NOMINEES LISTED BELOW (EXCEPT AS MARKED TO THE CONTRARY BELOW).
(To withhold authority to vote for any individual nominee, strike a line through
the nominee's name in the list below.)
F. L. Blystone M. J. Carlson D. P. Lockhart
L. J. Miller C. C. Hoffman H.J. Noyes
2. To ratify the appointment of Brown Armstrong Paulden McCown Hill Starbuck
& Keeter Accountancy Corporation as the Company's independent accountants.
For Against Abstain
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3. To transact such other business as may properly come before the Annual
Meeting and any adjournments thereof.
For Against Abstain
---- ---- ----
THE SHARES REPRESENTED HEREBY SHALL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SUCH SHARES SHALL BE VOTED FOR PROPOSALS 1 - 3.
Please sign and date this Proxy. When signing as attorney, executor,
administrator, trustee, guardian, corporate officer, etc., please indicate your
full title. Proxies received in this office later than 5:00 P.M. on October 17,
2003, will not be voted upon unless the shareholders are present to vote their
shares.
Dated:
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(Please mark, sign, date and return the Proxy Card promptly.)
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Signature Signature if held jointly