UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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14a-6(e)(2))
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Encore Acquisition Company
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(Name of Registrant as Specified in Its Charter)
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ENCORE ACQUISITION COMPANY
777 MAIN STREET
SUITE 1400
FORT WORTH, TEXAS 76102
SUPPLEMENT TO PROXY STATEMENT
APRIL 15, 2003
Dear Shareholder:
This supplement should be read together with the Proxy Statement, dated
March 26, 2003, for the 2003 Annual Meeting of Shareholders of Encore
Acquisition Company (the "Company"), which was filed with the Securities and
Exchange Commission on March 26, 2003 and mailed to the Company's shareholders
on or about March 31, 2003. This supplement corrects an overstatement of the
2002 bonus paid to Jon S. Brumley, as reflected in the Summary Compensation
table under the heading "Bonus ($)" on page 8 of the Proxy Statement.
A revised Summary Compensation table is attached hereto as Exhibit A.
Please refer to the Proxy Statement for additional information concerning
the 2003 Annual Meeting and the matters on which your proxy is solicited by the
Board of Directors of the Company.
Sincerely,
/s/ MORRIS B. SMITH
Morris B. Smith
Corporate Secretary
EXHIBIT A
COMPENSATION OF EXECUTIVE OFFICERS
The compensation paid to the Company's executive officers generally
consists of base salaries, annual bonuses, awards under the 2000 Incentive Stock
Plan, and contributions to the Company's 401(k) retirement plan. The following
table summarizes the total compensation for 2002 and 2001 awarded to, earned by,
or paid to the chief executive officer and to the next four most highly
compensated officers:
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION AWARDS
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ANNUAL COMPENSATION RESTRICTED SECURITIES LONG-TERM ALL OTHER
--------------------------- STOCK UNDERLYING INCENTIVE COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARDS($)(A) OPTIONS(#)(B) PAYOUTS($) ($)(C)
--------------------------- ---- --------- -------- ------------ ------------- ---------- ------------
I. Jon Brumley............. 2002 375,000 337,500 441,750 87,096 -- 12,000
Chairman and Chief 2001 313,500 275,000 -- 111,000 -- 10,570
Executive Officer
Jon S. Brumley............. 2002 220,000 150,000 199,280 38,710 -- 11,000
President 2001 198,550 100,000 -- 91,000 -- 10,440
Gene R. Carlson............ 2002 220,000 125,000 166,061 32,258 -- 4,400
Executive Vice President 2001 198,550 100,000 -- 91,000 -- 14,226(d)
and Chief Operating
Officer(f)
Morris B. Smith............ 2002 220,000 112,500 149,451 29,032 -- 12,000
Executive Vice President, 2001 198,550 90,000 -- 100,000 -- 69,798(e)
Chief Financial Officer,
Treasurer and Corporate
Secretary
Robert S. Jacobs........... 2002 161,000 60,000 79,701 15,433 -- 6,572
Senior Vice President -- 2001 132,867 52,059 -- 50,000 -- 8,368
Asset Management
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(a) The value of the Restricted Stock Awards is based on the price of the
common stock as of the date of grant. At December 31, 2002, Mr. I. Jon
Brumley held 23,750 shares of restricted stock having a value of $441,750;
Mr. Jon S. Brumley held 10,714 shares of restricted stock having a value of
$199,280; Mr. Carlson held 8,928 shares of restricted stock having a value
of $166,061; Mr. Smith held 8,035 shares of restricted stock having a value
of $149,451; and Mr. Jacobs held 4,285 shares of restricted stock having a
value of $79,701. Each restricted stock award vests at the rate of 33 1/3%
of the shares awarded on each November 22 of the years 2005, 2006 and 2007,
subject to the Company meeting performance goals during fiscal years 2003
and 2004. Award holders have the right to receive dividends paid with
respect to shares of the restricted stock.
(b) Securities Underlying Options represent options to purchase shares of the
Company's common stock. The 2000 Incentive Stock Plan provides for employee
and non-employee director awards in the form of stock options and
restricted stock.
(c) Includes Company 401(k) Plan contributions for each named officer in 2002
and 2001.
(d) Includes $3,802 of compensation related to a reimbursement of tax payment
for stock Mr. Carlson received in 2001.
(e) Includes $59,374 of compensation related to a reimbursement of tax payment
for stock Mr. Smith received in 2001.
(f) Mr. Carlson left the Company on March 26, 2003.
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