UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X] Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Sec. 240.14a-12
Tri-Valley 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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TRI-VALLEY CORPORATION
5555 BUSINESS PARK SOUTH, SUITE 200
BAKERSFIELD, CALIFORNIA 93309
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MEETING TO BE HELD:
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DATE: MONDAY, OCTOBER 25, 2004
TIME: 10:00 A.M. (P.D.T.)
PLACE: THE EMBASSY SUITES HOTEL - SAN FRANCISCO/BURLINGAME
150 ANZA BLVD.
BURLINGAME, CALIFORNIA 94010
MATTERS TO BE VOTED ON:
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1. Electing six directors to serve for the ensuing year;
2. 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 September 3, 2004, 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 SEPTEMBER 10, 2004.
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By Order of the Board of Directors,
____________________________________
F. Lynn Blystone
President and Chief Executive Officer
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 the Company.
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 25, 2004, at 10:00 A.M. (local time) in the Mendocino Room of the
Embassy Suites Hotel-San Francisco Airport/Burlingame, 150 Anza Blvd.,
Burlingame, California 94010.
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 September 10, 2004. 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, 2004, 20,568,127 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, SEPTEMBER 10, 2004,
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.
ABSTAINING IS THE SAME AS VOTING "NO"
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
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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.
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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
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
FOLLOWING SIX NOMINEES FOR DIRECTOR.
EACH DIRECTOR MUST BE ELECTED BY A MAJORITY VOTE OF THE SHARES REPRESENTED AT
THE MEETING.
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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, 2004.
Common Stock Percent
Name and Position with Director Beneficially of Class
Company Age Since Owned(1) (2)
---------------------------- --- -------- ------------- ---------
F. Lynn Blystone, President, 68 1974 1,304,103 6.1%
CEO and Director
Dennis Lockhart, Director 57 1982 342,091 1.6%
Milton Carlson, Director 74 1985 349,000 1.7%
Loren Miller, Director 59 1992 315,300 1.5%
C. Chase Hoffman, Director 81 2000 257,500 1.2%
Harold J. Noyes, Director 56 2002 110,000 0.5%
All Directors as a Group 2,709,655 12.7%
(1) Includes shares which the listed shareholder has the right to acquire, from
options, within 60 days after December 31, 2003, as follows: F. Lynn Blystone
868,600; Dennis P. Lockhart 270,000; Milton J. Carlson 268,000; Loren J. Miller
270,000; C. Chase Hoffman 200,000; and Harold J. Noyes 100,000.
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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 20,568,127 as of July 31, 2004. 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.
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 Orange County,
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 at Georgetown University. He was previously
Managing Partner of Zephyr Management L.P., an international private equity
investment fund sponsor/manager headquartered in New York. He remains a partner
in this firm. He is also (non-executive) Chairman of the Small Enterprise
Assistance Funds (SEAF),a not-for-profit operator of emerging markets venture
capital funds focused on the small and mid-sized company sector. He is a
director of CapitalSource Inc. (NYSE) and SMELoan Asia/Maveo Systems (private,
Hong Kong based). In 2002 and 2003 he was an Adjunct Professor at the Johns
Hopkins University School of Advanced International Studies. From 1988 to 2001,
he was President of Heller International Group Inc., a non-bank corporate and
commercial finance company operating in 20 countries, and a director of the
group's parent, Heller Financial Inc. From 1971 to 1988 he held a variety of
international and domestic positions at Citibank/Citicorp (now Citigroup)
including assignments in Lebanon, Saudi Arabia, Greece, Iran and the bank's
Latin American group in New York. In 1999, he was Chairman of the Advisory
Committee of the U.S. Export Import Bank. He is a graduate of Stanford
University and The John Hopkins University School of Advanced International
Studies. He also attended the Senior Executive Program at the Sloan School of
Management, Massachusetts Institute of Technology.
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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. Mr. Carlson attended the
University of Colorado at Boulder and the University of Denver.
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.
He is chairman of the Tri-Valley Corporation Audit Committee.
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 three 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; International Powerhouse Energy Corporation, a British Columbia,
Canada, hydroelectric project; and Sea Breeze Energy, a British Columbia wind
energy company. He is a graduate of Stanford University with a degree in
Economics and Business Administration from Graduate School of Business. He is
chairman of the Tri-Valley Corporation Board Personnel and Compensation
Committee.
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 under contract with the DOE. 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
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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 2003, the board of directors held 5 meetings. All directors attended
100% of the meetings.
Compensation Committee
Members: C. Chase Hoffman (Chair)
------- Harold J. Noyes
Meetings held to review personnel and compensation - one.
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 between
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our independent auditor, the company officers and the board of
directors. The committee operates under a charter that sets forth the
committee's tasks. The chief duties of the committee are:
- 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)
-------
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.
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Number of Meetings Held in 2003: 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 2003.
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 2003 for filing with the Securities and
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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 cash
compensation paid to outside directors in 2003.
(a) (b)
Name Fees
---- ----
Harold J. Noyes $ 2,400
Milton Carlson $ 2,400
Dennis P. Lockhart $ 2,400
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, 2003, 2002, and 2001.
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Long Term
Compensation
Annual Compensation Awards
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(a) (b) (c) (d) (e)
Period Other Securities
Name Covered Salary Compensation Underlying Options
------------------ -------- ----------- -------------- -------------------
F. Lynn Blystone, 2003 $99,000 $50,000
CEO 2002 $99,000 $50,000
2001 $99,000 $16,250 300,000
No Options Were Granted in 2003
In 2003 we awarded 50,000 restricted stock shares to five outside directors and
15,000 restricted stock shares to three officers. We did not grant any stock
options to our officers or outside directors.
Aggregated 2003 Option Exercises and Year-End Values
The following table summarizes the number and value of all unexercised stock
options held by the Named Officer and the Directors at the end of 2003.
( a ) (b) (c) (d) (e)
Number of Securities Value of Unexercised In-
Underlying Unexercised The-Money Options/SARs
Options/SARs at FY-End (#) at FY-End ($)*
Shares Acquired Value
Name On Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- -------------------------- ---------------------------
F. Lynn Blystone 11,900 $ 41,970 874,600/0 $ 2,765,440/0
*Based on a fair market value of $4.40 per share, which was the closing bid
price of our common stock on the American Stock Exchange on December 31, 2003.
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
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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 2003, 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 2003 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 Compensation Committee
Performance Graph
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The following stock price performance graph is included in accordance with the
SEC's executive compensation disclosure rules and is intended to allow
stockholders to review our executive compensation policies in light of
corresponding stockholder returns, expressed in terms of the appreciation of our
common stock relative to two broad-based stock performance indices. The
information is included for historical comparative purposes only and should not
be considered indicative of future stock performance. The graph compares the
yearly percentage change in the cumulative total stockholder return on our
common stock with the cumulative total return of Royale Energy, Inc., Parallel
Petroleum Corporation and Equity Oil Company from December 31, 1999 through
December 31, 2003.
Total returns assume $100 invested on December 31, 1999 in shares of Tri-Valley
Corporation, Royale Energy Inc., Parallel Petroleum Corporation, and Equity Oil
Company, assuming reinvestment of dividends for each measurement period.
Total Return Analysis
12/31/1999 12/31/2000 12/31/2001 12/31/2002 12/31/2003
Tri-Valley Corp $ 100.00 $ 108.00 $ 106.67 $ 93.33 $ 293.33
Royale Energy, Inc. $ 100.00 $ 289.20 $ 292.61 $ 267.05 $ 697.16
Parallel Petroleum Corp. $ 100.00 $ 255.44 $ 188.17 $ 162.13 $ 257.40
Equity Oil Co. $ 100.00 $ 312.50 $ 160.71 $ 178.57 $ 350.89
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,
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2003, and for the reviews of the financial statements included in our quarterly
reports on Form 10-Q for that fiscal year are $45,509. A representative of
Brown Armstrong Accountancy Corporation will attend the annual meeting to answer
questions.
ALL OTHER FEES
The aggregate fees billed by Brown Armstrong during 2003 for professional
services other than the audit fees described above are $23,070. These services
included tax preparation and services relating to SEC reporting requirements, in
addition to the audit work.
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PROPOSAL 2: OTHER MATTERS
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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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OUTSIDE AUDITORS
Under new rules promulgated under the Sarbanes-Oxley Act of 2002, shareholders
no longer ratify the selection of our outside auditing firm, which is now
selected by the Audit Committee of the Board of Directors.
ANNUAL REPORT
Our Annual Report on Form 10-K for the year ended December 31, 2003, which
contains our audited financial statements dated December 31, 2003 and 2002, 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 2003.
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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, 2003 (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 - 2005
Any proposal by a shareholder to be submitted for inclusion in proxy soliciting
material for the 2005 annual shareholders meeting must be received by our
corporate secretary no later than December 31, 2004.
OTHER MATTERS
No proposals have been received from shareholders for inclusion in the proxy
statement or action at the 2004 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: September 10, 2004 By Order of the Board of Directors,
______________________________
F. Lynn Blystone
President and Chief Executive Officer
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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 September 3, 2004,
at the Annual Meeting of Shareholders to be held in the Embassy Suites Hotel -
San Francisco Airport/Burlingame, 150 Anza Blvd., Burlingame, California 94010,
on October 25, 2004, 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 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 22,
2004, will not be voted upon unless the shareholders are present to vote their
shares.
Dated:
---------------------------
(Please mark, sign, date and return the Proxy Card promptly.)
------------------------------- -------------------------------
Signature Signature if held jointly
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