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
(Amendment No. )
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 Section 240.14a-12 |
(Name of Registrant as Specified In Its Charter)
ATP Oil & Gas Corporation
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Notice of Annual Meeting
Of Stockholders and
Proxy Statement
June 8, 2005
At the offices of
ATP Oil & Gas Corporation
4600 Post Oak Place, Suite 203
Houston, Texas 77027
ATP Oil & Gas Corporation
4600 Post Oak Place, Suite 200
Houston, Texas 77027
Notice of Annual Meeting of Shareholders
To Be Held June 8, 2005
Dear Shareholder:
You are cordially invited to attend the 2005 Annual Meeting of Shareholders (the “Annual Meeting”) of ATP Oil & Gas Corporation, a Texas corporation (“ATP”), which will be held on June 8, 2005 at 10:30 a.m., Central Time, at the offices of ATP, 4600 Post Oak Place, Suite 203, Houston, Texas 77027. The Annual Meeting will be held for the following purposes:
| 1. | To elect two directors to serve until the 2008 Annual Meeting of Shareholders. |
| 2. | To ratify the appointment of Deloitte & Touche LLP as independent auditors of ATP for the fiscal year ending December 31, 2005. |
| 3. | To transact any other business as may properly come before such meeting or any adjournment(s) or postponement(s) thereof. |
The close of business on April 15, 2005 has been fixed as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment(s) or postponement(s) thereof. If you were a shareholder at the close of business on April 15, 2005, you are entitled to vote at the meeting.
Whether or not you plan to attend the Annual Meeting, we ask that you sign and return the enclosed proxy as promptly as possible to ensure that your shares will be represented. A self-addressed envelope has been enclosed for your convenience. If you attend the meeting, you may withdraw any previously given proxy and vote your shares in person.
By Order of the Board of Directors,
ISABEL M. PLUME
Corporate Secretary
April 27, 2005
ATP Oil & Gas Corporation
4600 Post Oak Place, Suite 200
Houston, Texas 77027
(713) 622-3311
Proxy Statement
For
Annual Meeting of Shareholders
To Be Held June 8, 2005
Solicitation and Revocability of Proxies
The enclosed proxy is solicited by and on behalf of the Board of Directors (the “Board”) of ATP Oil & Gas Corporation, a Texas corporation (“ATP”), for use at the 2005 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on June 8, 2005 at 10:30 a.m., Central Time, at the offices of ATP, 4600 Post Oak Place, Suite 203, Houston, Texas 77027, or at any adjournment(s) or postponement(s) thereof. The solicitation of proxies by the Board will be conducted primarily by mail. American Stock Transfer & Trust Company has been retained to assist ATP in the solicitation of proxies in connection with the Annual Meeting as part of its services as ATP’s transfer agent, for which we pay $600 per month, plus out-of-pocket expenses for the proxy mailing, which we expect will be approximately $13,000. In addition, officers, directors and employees of ATP may solicit proxies personally or by telephone, email, telegram or other forms of wire or facsimile communication. ATP will reimburse brokers, custodians, nominees and fiduciaries for reasonable expenses incurred by them in forwarding proxy material to beneficial owners of common stock (the “Common Stock”) of ATP. The costs of the solicitation will be borne by ATP. This proxy statement and the enclosed proxy card were first mailed to shareholders of ATP on April 27, 2005.
If your shares are registered directly in your name with American Stock Transfer & Trust Company, our transfer agent, you are considered a shareholder of record. As a shareholder of record at the close of business on April 15, 2005 (the record date), you can vote in person at the Annual Meeting or you can provide a proxy to be voted at the meeting by signing and returning the enclosed proxy card. If you submit a proxy card, we will vote your shares as you direct. If you submit a proxy card without giving specific voting instructions, those shares will be voted as recommended by the Board. If your shares are held in a stock brokerage account or other nominee, you are considered the beneficial owner of those shares, and your shares are held in “street name.” If you hold your shares in “street name,” you will receive instructions from your broker or other nominee describing how to vote your shares. If you do not instruct your broker or nominee how to vote such shares, they may vote your shares as they decide as to each matter for which they have discretionary authority under the rules of the Nasdaq Stock Market, Inc. (“NASDAQ”).
The enclosed proxy card, even though executed and returned, may be revoked at any time prior to the voting of the proxy (a) by the execution and submission of a revised proxy, (b) by written notice to the Corporate Secretary of ATP, or (c) by voting in person at the Annual Meeting. In the absence of such revocation, shares represented by the proxies will be voted at the Annual Meeting.
At the close of business on April 15, 2005, the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting, there were outstanding 28,973,390 shares of Common Stock, each share of which is entitled to one vote. Common Stock is the only class of outstanding securities of ATP entitled to notice of and to vote at the Annual Meeting.
ATP’s annual report to shareholders for the year ended December 31, 2004, including financial statements, is being mailed with this proxy statement to all shareholders entitled to vote at the Annual Meeting. The annual report does not constitute a part of this proxy soliciting material.
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Item 1 on Proxy Card: Election of Two Directors
Two directors are to be elected at the Annual Meeting. ATP’s Bylaws provide for a classified Board, divided into Classes I, II and III. The terms of office are staggered three-year terms, which are currently scheduled to expire on the dates of ATP’s Annual Meetings of Shareholders in 2005 (Class II), in 2006 (Class III) and in 2007 (Class I). Two nominees are to be elected to Class II for a three-year term expiring at ATP’s Annual Meeting of Shareholders in 2008. The Board’s nominees for the two Class II Directors to be elected at the 2005 Annual Meeting are the incumbent directors Mr. Chris A. Brisack and Mr. Walter Wendlandt.
A plurality of the votes cast in person or by proxy by the holders of Common Stock is required to elect a director. Accordingly, abstentions and broker non-votes would have no effect on the election of directors assuming a quorum is present or represented by proxy at the Annual Meeting. Shareholders may not cumulate their votes in the election of directors.
Unless otherwise instructed or unless authority to vote is withheld, the enclosed proxy card will be voted FOR the election of the nominees listed below. Although the Board does not contemplate that any of the nominees will be unwilling or unable to serve, if such a situation arises prior to the Annual Meeting, the persons named in the enclosed proxy will vote for the election of such other person(s) as may be nominated by the Board.
The Board recommends voting “For” the election of each of the director nominees.
The following table sets forth information regarding the names, ages and principal occupations of the nominees and other directors, directorships in other companies held by them and the length of continuous service as a director of ATP:
Nominees for Election at the Annual Meeting
Class II Director Nominees | Principal Occupation and Directorships | Director Since | Age | |||
Chris A. Brisack | Director of ATP since 2002 and between the years 1991 and 1995; Director of ATP Energy, Inc. since 1995; Of Counsel to the law firm of Rodriguez, Colvin, Chaney & Saenz, LLP; Vice-Chair of Texas State Library & Archives Commission. | 2002 | 46 | |||
Walter Wendlandt | Director of ATP since 2001; Former Director, Railroad Commission of Texas (18 years); Sole practitioner, Attorney at Law. | 2001 | 75 | |||
| Continuing Directors | ||||||
Class III Directors | Principal Occupation and Directorships | Director Since | Age | |||
Arthur H. Dilly | Director of ATP since 2001; Executive Secretary Emeritus, Board of Regents of the University of Texas System; Chairman and Chief Executive Officer, Austin Geriatrics Center. | 2001 | 75 | |||
Robert C. Thomas | Director of ATP since 2001; Former Chairman and CEO of Tenneco Gas; Former Chairman of the Board, The Sarkeys Energy Center of the University of Oklahoma; Former Director, PetroCorp Incorporated and Marine Drilling Companies, Inc.; Former Advisory Director, Pride International, Inc. | 2001 | 76 | |||
Class I Directors | Principal Occupation and Directorships | Director Since | Age | |||
T. Paul Bulmahn | President and Chairman of ATP. | 1991 | 61 | |||
Gerard J. Swonke | Director of ATP since 1996; Of Counsel to the law firm of McConn & Williams, L.L.P. | 1996 | 60 | |||
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Each of the nominees and directors named above has been engaged in the principal occupation set forth opposite his name for the past five years, except as set forth in the following biographies:
Chris A. Brisack (BS cum laude, JD) served as a Director of ATP Oil & Gas Corporation from 1991 until 1995 and was re-elected to the Board of Directors in 2002. Additionally, he has served as a Director of ATP Energy, Inc. since its creation in May, 1995. Mr. Brisack is Of Counsel to the law firm of Rodriguez, Colvin, Chaney & Saenz, LLP, and was a partner in the law firm of Norquest & Brisack, LLP from 1995 through 2004. In 2000, he was appointed by then Governor George W. Bush and currently serves as Vice-Chair of the Texas State Library & Archives Commission. He was Chairman of Special Olympics (Rio Grande Valley) and Leadership Edinburg, and was elected three times as Chairman of the Hidalgo County Republican Party. After finishing law school, he served as law clerk to United States District Court Judge Ricardo Hinojosa in the Southern District of Texas. Former Governor Bush twice named Mr. Brisack to the Honorary Inaugural Committee.
Walter Wendlandt (BS—Mechanical Engineering, JD) has served as a Director since January 2001. He was Director, Railroad Commission of Texas for a total of eighteen years during the period from 1961 to 1985. Mr. Wendlandt has been a sole practitioner of law since 1984. He served as a Trustee of the Augustana Annuity Trust from 1964 to 1992, a Director of the Georgetown Railroad from 1979 to 1982, and Director of Lamar Savings Association in 1989. He additionally has served as President, National Conference of State Transportation Specialists; Chairman, State Bar Committee on Public Utilities Law; and was a member for six years of the Technical Pipeline Safety Standards Committee of the U.S. Department of Transportation.
Arthur H. Dilly (BA with honors, MA) has served as a Director since January 2001. From 1981 to 1998, Mr. Dilly served as Executive Secretary of the Board of Regents of the University of Texas System. He currently serves as Chairman and Chief Executive Officer of Austin Geriatrics Center, Inc., a nonprofit corporation providing housing and support services for the low-income elderly, a post he has held since 1990. He has served as Vice Chairman of the Board of Directors of the Shivers Cancer Foundation, a nonprofit organization providing patient support services and education, since 1998. From 1978 to 1981, he was Executive Director for Development, The University of Texas System.
Robert C. Thomas (BS—Geological Engineering) has served as a Director since January 2001. Mr. Thomas is a member of the Board of The Sarkeys Energy Center of the University of Oklahoma and from 1994 until January 1, 2004, he served as its Chairman. From 1994 through May 2004, Mr. Thomas served as a Senior Associate with Cambridge Energy Research Associates, an international energy consulting firm. Additionally, between 1998 and 2001, he served as Vice Chairman of the Gas Research Institute Advisory Council (now Gas Technology Institute). In 1994, Mr. Thomas stepped down as Chairman and Chief Executive Officer of Tenneco Gas when he reached mandatory retirement age after thirty-eight years with Tenneco beginning in 1956. He was elected President of Tenneco Gas in 1983 and Chairman and Chief Executive Officer in 1990. He was with Tenneco’s domestic exploration and production operations until 1970, when he was elected Vice President of Tenneco Oil Company’s Canadian subsidiary with responsibility for all engineering, drilling, processing plant and production operations. Mr. Thomas was a member of the Board of Directors of PetroCorp Incorporated from 1997 to January 30, 2004, a member of the Board of Directors of Marine Drilling Companies, Inc. from 1998 to 2001, and an Advisory Director of Pride International, Inc. from 2001 to 2003. Additionally, he has served on the Board of Governors of The Houston Forum and on the Board of Directors of Houston Hospice. He currently serves on the Board of Directors of the YMCA of the Greater Houston Area and the Houston Hospice & Palliative Care System, and has served for over 10 years on each of the following Boards of Directors: The Interstate Natural Gas Association of America, the American Gas Association, Gas Research Institute, and the Institute of Gas Technology. From 1989 to 1994, he was a member of the National Petroleum Council and served as a Vice President of the International Association of LNG Importers headquartered in Paris.
T. Paul Bulmahn (BA, JD, MBA) has served as ATP’s Chairman and President since he founded ATP in 1991. He presently serves as a Director on the Board of Valparaiso University, his alma mater, with membership
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on its Public Relations Committee, and serves on the Business Advisory Board of Texas State University, also an alma mater, which named him Distinguished Alumnus in 2000. In June 2000, Mr. Bulmahn was selected Entrepreneur of The Year 2000 in Energy & Energy Services by Ernst & Young LLP. In 1991, he was elected Chairman, Houston Bar Association Oil, Gas and Mineral Law Section, and in 1992 he was elected to serve for a three-year term on the Oil & Gas Council of the State Bar of Texas. From 1988 to 1991, Mr. Bulmahn served as President and Director of Harbert Oil & Gas Corporation. From 1984 to 1988, Mr. Bulmahn served as Vice President, General Counsel of Plumb Oil Company. From 1978 to 1984, Mr. Bulmahn served as counsel for Tenneco’s interstate gas pipelines and as regulatory counsel in Washington, D.C. From 1973 to 1978, Mr. Bulmahn served the Railroad Commission of Texas, the Public Utility Commission and the Interstate Commerce Commission as an administrative law judge. He has chaired various oil and gas industry seminars, including “Marginal Offshore Field Development” in 1996 and the “Upstream Oil and Gas E-Business Conference” in 2000, and has been a faculty lecturer in natural gas regulations. In February 2005, Mr. Bulmahn was the keynote speaker at the Energy Forum in Houston, Texas.
Gerard J. Swonke (BA—Economics, JD) has served as a Director since 1996. In November of 2001, he joined the law firm of McConn & Williams, L.L.P. as Of Counsel. Between 1985 and 2001, he was Of Counsel to the law firm of Greenberg, Peden, Siegmeyer & Oshman, P.C. With both firms, he engaged in representing domestic and international oil and gas clients in contract drafting and negotiations, including in Indonesia, Africa and the North Sea. From 1975 to 1985, he was Counsel for Aminoil, Inc. with responsibility for onshore and offshore matters. From 1967 to 1974, when he received his law degree, he was Controller for Automated Systems Corporation with responsibility for corporate accounting and preparation of financial statements and corporate tax returns.
The Board has determined that, with the exception of Mr. Bulmahn, all of the foregoing directors are independent, as defined by the NASDAQ.
Item 2 on Proxy Card: Ratification of Appointment of Independent Auditors
The Audit Committee of the Board has appointed the firm of Deloitte & Touche LLP as independent auditors of ATP for the fiscal year ending December 31, 2005, and the Board recommends ratification by the shareholders of such appointment.
Ratification of the appointment of independent auditors requires the affirmative vote of a majority of the votes entitled to be cast by holders of shares of Common Stock who are represented in person or by proxy at the Annual Meeting. Accordingly, an abstention or a broker non-vote would have the same legal effect as a vote against this proposal.
Unless otherwise instructed or unless authority to vote is withheld, the enclosed proxy will be voted FOR the appointment of Deloitte & Touche LLP as independent auditors.
If the appointment is not ratified, the Audit Committee will consider the appointment of other independent auditors. The Audit Committee may terminate the appointment of Deloitte & Touche LLP as ATP’s independent auditors without the approval of the shareholders of ATP whenever the Audit Committee deems such termination necessary or appropriate. A representative of Deloitte & Touche LLP is expected to attend the Annual Meeting and will have the opportunity to make a statement, if such representative desires to do so, and will be available to respond to appropriate questions.
The Board recommends a vote “For” the ratification of the appointment of Deloitte & Touche LLP as our independent auditors.
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Fees paid by ATP for audit and other services provided by Deloitte & Touche LLP (“Deloitte”) for the fiscal year ended December 31, 2004 and by KPMG LLP (“KPMG”), ATP’s former independent auditors, for the fiscal year ended December 31, 2003, were as follows:
Category of Fees | 2003 KPMG | 2004 Deloitte | ||||
Audit Fees | $ | 955,583 | $ | 1,007,983 | ||
Audit-Related Fees | $ | 0 | $ | 5,000 | ||
Tax Fees | $ | 72,130 | $ | 25,000 | ||
All Other Fees | $ | 0 | $ | 0 | ||
TOTALS | $ | 1,027,713 | $ | 1,037,983 | ||
Audit Fees. Audit fees for services provided with respect to the fiscal years ended December 31, 2003 and December 31, 2004 were $955,583 and $1,007,983, respectively. Audit fees in 2003 consisted of the audit and quarterly reviews of the financial statements. In addition, 2003 Audit fees include $59,500 related to a review of ATP’s registration statement on Form S-3 which was filed on May 30, 2003, and the issuance of a related comfort letter, which amount was previously shown under Audit-related fees in ATP’s 2004 proxy statement. Audit fees in 2004 consisted of the audit and quarterly reviews of the financial statements. Audit fees in 2004 also included $490,952 related to the attestation of management’s assessment of internal controls, as required by the Sarbanes-Oxley Act of 2002, Section 404. A review of ATP’s registration statement on Form S-3, which was filed on December 27, 2004, and amended on February 11, 2005 is also included in 2004 Audit fees.
Audit-Related Fees. Audit-related fees for services provided for the fiscal year ended December 31, 2004 were $5,000. Audit-related fees in 2004 included consultation on financial accounting considerations associated with ATP’s term loan credit facility.
Tax Fees. Tax fees for services provided for the fiscal years ended December 31, 2003 and December 31, 2004 were $72,130 and $25,000, respectively. Tax fees include professional services provided for tax compliance (including filing state and federal tax returns), tax advice and tax planning. Tax fees do not include fees for services rendered in connection with the audit.
All Other Fees. No other fees for professional services were paid to KPMG with respect to the fiscal year ended December 31, 2003. No other fees for professional services were paid to Deloitte with respect to the fiscal year ended December 31, 2004.
The Audit Committee considered the non-audit services provided by KPMG and Deloitte during the referenced years and determined that the services provided are compatible with maintaining their independence.
The Audit Committee is responsible for pre-approving all audit services and all permitted non-audit services, including tax services, to be performed by the independent auditors for ATP. All fees were pre-approved by the Audit Committee in 2003 and 2004.
Information Regarding Change of Independent Auditors. The Audit Committee annually considers and appoints ATP’s independent auditors. On April 16, 2004, the Audit Committee dismissed KPMG as ATP’s independent auditors upon completion of services for the fiscal year ending December 31, 2003. KPMG served as ATP’s independent auditor from 1997 through completion of services for the fiscal year ending December 31, 2004. The Audit Committee voted on April 19, 2004 to engage Deloitte to serve as ATP’s independent auditors for the fiscal year ending December 31, 2004. The appointment of Deloitte for that year was ratified by ATP’s shareholders at the 2004 Annual Meeting.
KPMG’s audit reports on ATP’s consolidated financial statements as of and for the years ended December 31, 2003 and 2002 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except as follows:
KPMG’s audit reports on the consolidated financial statements of ATP as of and for the years ended December 31, 2003 and 2002, contained a separate paragraph stating that “As discussed in Note 3 to the financial statements, effective January 1, 2003, the Company changed its method of accounting for asset retirement obligations, and effective January 1, 2001, the Company changed its method of accounting for derivative
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financial instruments.” These changes were made and this explanatory language was included pursuant to the required adoption on January 1, 2003 of Statement of Financial Accounting Standard (“SFAS”) No. 143, “Accounting for Asset Retirement Obligations”, and the required adoption on January 1, 2001 of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended.
During ATP’s two most recent fiscal years and through April 16, 2004, there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to KPMG’s satisfaction, would have caused it to make reference to the subject matter in connection with its report on ATP’s consolidated financial statements for such years; and ATP did not consult Deloitte with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on ATP’s consolidated financial statements prior to engaging Deloitte to perform audit services.
Security Ownership of Certain Beneficial Owners and Management
The following table presents information regarding beneficial ownership of our Common Stock as of March 29, 2005, by:
| • | each known beneficial owner of more than 5% of our Common Stock; |
| • | each of our directors and nominees for director; |
| • | the persons named in our 2004 Summary Compensation Table; and |
| • | all of our current executive officers and directors as a group. |
Unless otherwise noted, the persons named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. As of March 29, 2005, 28,966,390 shares of Common Stock were issued and outstanding. The address of each person in the table is the address of ATP, unless otherwise indicated. The number of shares beneficially owned by a person includes shares that are subject to stock options that are exercisable within 60 days of March 29, 2005. The shares are also deemed outstanding for the purpose of computing their percentage ownership. These shares are not outstanding for the purpose of computing the percentage of ownership of any other person.
Beneficial Owner | Shares Beneficially Owned | Percentage of Beneficial Ownership | |||
T. Paul Bulmahn | 8,039,410 | 27.75 | % | ||
Gerald W. Schlief | 2,207,433 | 7.62 | % | ||
Albert L. Reese, Jr. | 354,676 | 1.22 | % | ||
Leland Tate (1) | 164,286 | * | |||
Keith R. Godwin (1) | 41,000 | * | |||
John E. Tschirhart (1) | 37,500 | * | |||
Arthur H. Dilly (2) | 7,500 | * | |||
Gerard J. Swonke (2) | 5,000 | * | |||
Robert C. Thomas (2) | 15,000 | * | |||
Walter Wendlandt (2) | 40,000 | * | |||
Chris A. Brisack (2) | 5,000 | * | |||
All executive officers and Directors | 10,916,805 | 37.34 | % | ||
Wellington Management Co. LLP (4) | 1,826,000 | 6.30 | % |
| * | Indicates less than 1 percent of the outstanding Common Stock |
| (1) | Includes beneficial ownership of the following numbers of shares that may be acquired within 60 days of March 29, 2005 pursuant to stock options awarded under our stock plans: Leland Tate: 164,286 shares; John E. Tschirhart: 37,500 shares; and Keith R. Godwin: 41,000 shares. |
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| (2) | Includes options to purchase 5,000 shares pursuant to vested stock options granted to non-employee directors at the time each became a director. |
| (3) | Includes 267,786 shares that may be acquired through the exercise of stock options. |
| (4) | This information is based on the Schedule 13G filed with the SEC by the beneficial owner on February 14, 2005, reflecting its ownership as of December 31, 2004. Wellington Management Company, LLP (“Wellington”) is an investment adviser with respect to the shares of Common Stock owned of record by clients of Wellington. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. No such client is known to have such right or power with respect to more than 5% of this class. Wellington’s beneficial ownership of Common Stock consists of shared power to vote or direct the vote of 1,098,000 shares and shared power to dispose or direct the disposition of 1,826,000 shares. The address of the beneficial owner is 75 State St., Boston, MA 02109. |
Information about our Board of Directors and Committees
ATP’s Board held six meetings during 2004. Each director attended at least 75% of the aggregate total meetings of the Board and the committees on which such director served during his tenure of service. ATP encourages its directors to attend each annual shareholders meeting. All of the directors attended the 2004 Annual Meeting of Shareholders.
Audit Committee. The Audit Committee currently consists of Messrs. Swonke, Thomas and Wendlandt. The Audit Committee is governed by a restated charter that was adopted by the Board on March 28, 2004 and attached as Annex A to ATP’s 2004 proxy statement. The primary duties of the Audit Committee are to:
| 1. | Oversee the quality, integrity and reliability of the financial reporting process, including review of financial reports and other financial information provided by ATP to the public; |
| 2. | Be directly responsible for the selection, appointment, compensation, retention and oversight of ATP’s independent auditor; |
| 3. | Oversee the performance of ATP’s independent auditor and any internal audit function that may be utilized in the future; |
| 4. | Monitor ATP’s systems of internal controls regarding finance, accounting, legal compliance and ethics that management and the Board have established; and |
| 5. | Perform such other functions as the Board may assign to the Committee from time to time, or as may be required by applicable laws, rules or regulations. |
During 2004, the Audit Committee held five meetings, including quarterly meetings in connection with the preparation and filing of each of ATP’s annual and quarterly reports on Forms 10-K and 10-Q for the applicable periods.
The Board has affirmatively determined that each of the members of the Audit Committee is independent as defined under the listing standards of NASDAQ. Each of the current members of the Audit Committee is able to read and understand fundamental financial statements. Pursuant to applicable rules of NASDAQ, at least one member has past employment experience in accounting or other comparable experience, creating “financial sophistication”. Further, the Board has determined that Mr. Swonke, who is an independent director, qualifies as the Audit Committee “financial expert” as defined in the rules of the Securities and Exchange Commission.
The charter of the Audit Committee provides that the Committee is responsible for pre-approving all audit services and all permitted audit-related services, tax services and other non-audit services to be performed by ATP’s independent auditor. Authority has been delegated to the Chair of the Committee to pre-approve all audit or non-audit services to be provided by the independent auditor. The Chair advises the full Committee of such pre-approvals at its scheduled meetings. Each of these services must receive specific pre-approval unless general pre-approval by the Committee has been provided for such category of services in accordance with policies and procedures that comply with applicable laws and regulations.
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The Audit Committee has adopted procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, auditing matters and the confidential, anonymous submissions by employees of concerns regarding accounting and auditing matters.
The information contained in this proxy statement with respect to the Audit Committee charter and the independence of the members of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that ATP specifically incorporates it by reference in such filing.
The report of the Audit Committee is set forth on page 9 of this proxy statement.
Compensation Committee. The Compensation Committee consists of Messrs. Brisack, Dilly and Swonke. This committee’s responsibilities include:
| • | administering and granting awards under our 2000 Stock Plan; |
| • | reviewing the compensation of our President and recommendations of the President as to appropriate compensation for our other executive officers and key personnel; |
| • | examining periodically our general compensation structure; and |
| • | supervising our pension and compensation plans. |
During 2004, the Compensation Committee held three meetings. The report of the Compensation Committee on Executive Compensation begins on page 13 of this proxy statement.
Director Nominations Process. The Board does not have a nominations committee; however, the Board believes the functions of a nominations committee are adequately addressed by the following process for the nomination of director candidates, which has been adopted by the Board. The independent directors identify qualified candidates to serve as nominees for director. When identifying director nominees, the independent directors may consider, among other factors, the person’s reputation, integrity, and independence from ATP; skills and business, government or other professional acumen, bearing in mind the composition of the Board and the current state of ATP and the industry generally; the number of other public companies for which the person serves as director; and the availability of the person’s time and commitment to ATP. In the case of current directors being considered for re-nomination, the independent directors will also take into account the director’s tenure as a member of the Board, the director’s history of attendance at meetings of the Board and committees thereof and the director’s preparation for and participation in such meetings.
Shareholders seeking to nominate director candidates for inclusion in ATP’s proxy materials may do so by writing the Corporate Secretary of ATP, giving the recommended candidates’ name, biographical data and qualifications; if such recommendations are submitted by shareholders in compliance with ATP’s bylaws and within the time period set forth below under “Shareholder Proposals and Director Nominations.” Subject to consideration of the above criteria, recommendations for director nominees made by a shareholder or group of shareholders owning at least 25% of the then outstanding shares of ATP will be approved by the independent directors for recommendation to the Board.
Following identification of the need to replace a director, add a director or re-elect a director to the Board, and consideration of the above criteria and any shareholder recommendations, the independent directors shall recommend to the Board one or more nominees, as appropriate, for consideration by the full Board. Following such consideration, the Board will submit its recommended nominees to the shareholders for election.
ATP Employee Volvo Challenge Plan Committee. The ATP Employee Volvo Challenge Plan Committee, which was established by the Board effective December 10, 2004, consists of Mr. Bulmahn, as chairperson, Mr. Dilly and Mr. Wendlandt. The primary duty of this Committee is the administration of the ATP Employee Volvo Challenge Plan, which is described on page 13 of this proxy statement.
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Shareholder Communications
Shareholders can contact any director or committee of the Board by writing to them c/o Corporate Secretary, ATP Oil & Gas Corporation, 4600 Post Oak Place, Suite 200, Houston, Texas 77027.
Report of the Audit Committee
The following is the report of the Audit Committee with respect to ATP’s audited financial statements for the fiscal year ending December 31, 2004.
The Audit Committee reviewed and discussed the audited financial statements of ATP for the fiscal year ended December 31, 2004 with ATP’s management and management represented to the Audit Committee that ATP’s financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee discussed with Deloitte matters required to be discussed by Statement on Auditing Standards No. 61, as modified or supplemented(Communication with Audit Committees).
The Audit Committee received the written disclosures and the letter from Deloitte required by Independence Standards Board Standard No. 1, as modified or supplemented(Independence Discussion with Audit Committees), and the Audit Committee reviewed and discussed with Deloitte their independence from ATP.
Based on the Audit Committee’s discussions with management and the independent auditor and the Audit Committee’s review of the representation of management and the report of the independent auditor to the Audit Committee as referenced above, the Audit Committee recommended to the Board that ATP’s audited financial statements be included in ATP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 for filing with the Securities and Exchange Commission.
The Audit Committee,
Gerard J. Swonke, Chairman
Robert C. Thomas
Walter Wendlandt
The information contained in the foregoing report shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filings with the Securities and Exchange Commission, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that ATP specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended.
Code of Business Conduct and Ethics
ATP has adopted a Code of Business Conduct and Ethics that applies to all of ATP’s officers, directors and employees, including our principal executive officer, principal financial officer and principal accounting officer. ATP’s Code of Business Conduct and Ethics covers all areas of professional conduct including, but not limited to, conflicts of interest, disclosure obligations, insider trading, confidential information, as well as compliance with all laws, rules and regulations applicable to ATP’s business.
A copy of ATP’s Code of Business Conduct and Ethics is posted on its website atwww.atpog.com. In the event of an amendment to, or a waiver from, a provision of ATP’s Code of Business Conduct and Ethics that applies to any of ATP’s executive officers (including the principal executive officer, principal financial officer, principal accounting officer, and controller), or directors, ATP intends to post such information on its website.
Compensation of Directors
We grant to each of our non-employee directors options to purchase 5,000 shares of Common Stock at an exercise price equal to the market value of the stock at the time of the grant for serving as a member of our
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Board. In addition, each independent director receives $2,500 per board meeting attended and is reimbursed for expenses incurred. The Chair of the Audit Committee receives $1,250, and other committee members receive $1,000, per Audit Committee meeting attended. The Chair of the Compensation Committee receives $1,000, and other committee members receive $750, per Compensation Committee meeting attended. Compensation for members of the ATP Employee Volvo Challenge Plan Committee, if any, has yet to be determined by the Board. All committee members are reimbursed for expenses incurred in connection with such meetings. Directors who are our employees do not receive cash compensation for their services as directors or members of committees of the Board.
Executive Compensation
The following table sets forth information regarding the compensation of our President and each of our four other most highly compensated executive officers for the years ended December 31, 2004, 2003, and 2002.
Summary Compensation Table
| Annual Compensation | All Other Compensation (1) | |||||||
Name and Principal Position | Year | Salary | Bonus | |||||
T. Paul Bulmahn Chairman and President | 2004 2003 2002 | 490,000 490,000 315,000 | 650,000 0 350,000 | 6,500 6,000 5,500 | ||||
Gerald W. Schlief Senior Vice President | 2004 2003 2002 | 281,667 215,000 188,333 | 234,148 0 50,000 | 6,500 6,000 5,500 | ||||
Leland E. Tate Chief Operating Officer | 2004 2003 2002 | 271,667 215,000 188,333 | 70,210 0 29,300 | 6,500 6,000 5,500 | ||||
Albert L. Reese, Jr. Chief Financial Officer | 2004 2003 2002 | 187,667 175,188 156,833 | 91,052 0 15,000 | 6,500 5,256 5,155 | ||||
Keith R. Godwin Chief Accounting Officer (2) | 2004 | 175,833 | 46,022 | 6,500 | ||||
| (1) | Consists of matching contributions to our 401k savings plan. |
| (2) | Mr. Godwin became an executive officer during 2004. |
Stock Options
ATP did not grant any stock options to the named executive officers during the year ended December 31, 2004.
Aggregated Stock Option Exercises and Fiscal Year-End Values
The following table contains information with respect to the value of exercised and unexercised options held by each of the named executive officers:
Shares on | Value Realized | Number of Securities December 31, 2004 | Value of Unexercised In-the-Money Options at | ||||||||||||
| Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||
Leland E. Tate | 0 | $ | 0 | 164,286 | 25,000 | $ | 1,855,326 | $ | 179,750 | ||||||
Keith R. Godwin | 14,271 | $ | 157,527 | 45,326 | 12,500 | $ | 384,980 | $ | 89,875 | ||||||
| (1) | Based on the closing price on the NASDAQ National Market for Common Stock on December 31, 2004 ($18.59 per share). |
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Securities Authorized for Issuance under Equity Compensation Plans
The following table includes information regarding our equity compensation plans as of the year ended December 31, 2004:
Plan Category | Number of securities to be issued upon | Weighted average exercise price of outstanding options | Number of securities remaining available for future issuance under equity compensation plans | ||||
Equity compensation plans approved by security holders | 1,019,739 | $ | 9.59 | 2,730,500 | |||
Equity compensation plans not approved by security holders | — | — | |||||
| 1,019,739 | $ | 9.59 | 2,730,500 | ||||
2000 Stock Option Plan
ATP’s Board and shareholders adopted the 2000 Stock Option Plan. The purpose of the plan is to provide directors, employees and consultants of ATP and its subsidiaries additional incentive and reward opportunities designed to enhance the profitable growth of our company. The plan provides for the granting of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code, options that do not constitute incentive stock options and restricted stock awards. The plan is administered by the Compensation Committee of the Board. In general, the Compensation Committee is authorized to select the recipients of awards and the terms and conditions of those awards.
The number of shares of Common Stock that may be issued under the plan will not exceed 4,000,000 shares, subject to adjustment to reflect stock dividends, stock splits, recapitalizations and similar changes in our capital structure. Shares of Common Stock attributable to awards which have expired, terminated or been canceled or forfeited are available for issuance or use in connection with future awards. The maximum number of shares of Common Stock that may be subject to awards granted under the plan to any one individual during the term of the plan will not exceed 50% of the aggregate number of shares that may be issued under the plan. The price at which a share of Common Stock may be purchased upon exercise of an option granted under the plan will be determined by the Compensation Committee but (a) in the case of an incentive stock option, such purchase price will not be less than the fair market value of a share of Common Stock on the date such option is granted, and (b) in the case of an option that does not constitute an incentive stock option, such purchase price will not be less than 50% of the fair market value of a share of Common Stock on the date such option is granted.
Shares of Common Stock that are the subject of a restricted stock award under the plan will be subject to restrictions on disposition by the holder of such award and an obligation of such holder to forfeit and surrender the shares under certain circumstances. The restrictions will be determined by the Compensation Committee in its sole discretion, and the Compensation Committee may provide that the restrictions will lapse upon (a) the attainment of one or more performance targets established by the Compensation Committee, (b) the award holder’s continued employment with ATP or continued service as a consultant or director for a specified period of time, (c) the occurrence of any event or the satisfaction of any other condition specified by the Compensation Committee in its sole discretion, or (d) a combination of any of the foregoing.
No awards under the plan may be granted after ten years from the date the plan is adopted by the Board. The plan will remain in effect until all awards granted under the plan have been satisfied or expired. The Board in its discretion may terminate the plan at any time with respect to any shares of Common Stock for which awards have not been granted. The plan may be amended, other than to increase the maximum aggregate number of shares that may be issued under the plan or to change the class of individuals eligible to receive awards under the plan, by the Board without the consent of ATP’s shareholders. No change in any award previously granted under the plan may be made which would impair the rights of the holder of such award without the approval of the holder.
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1998 Stock Option Plan
In December 1998, the Board and ATP’s shareholders adopted the ATP Oil & Gas Corporation 1998 Stock Option Plan. In conjunction with ATP’s initial public offering, the 1998 Stock Option Plan was amended to provide that the options granted under the plan will remain outstanding until their termination dates; however, no additional options will be granted.
Options granted under the plan expire on February 9, 2006. Each option under the 1998 Stock Option Plan may not be exercised for more than a percentage of the aggregate number of shares offered by such option in accordance with the following vesting schedule: 1/3 on April 9, 2001, 1/3 on February 9, 2002 and 1/3 February 9, 2003.
If there is a merger or consolidation of ATP that results in at least 40% of the outstanding voting stock of ATP (or the successor of ATP) being owned by persons or entities other than the shareholders of ATP prior to the merger or consolidation, all outstanding options will become vested and fully exercisable for the remainder of their terms. If there is a change in control other than as described in the preceding sentence, then the Compensation Committee may effect certain alternatives with respect to the options, including permitting exercise of the options for a limited period of time, requiring surrender of the option in exchange for cash payments, or providing for subsequent exercise for the number and class of shares of stock or other securities or property in accordance with the terms of the transaction.
401(k) Savings Plan
Effective March 1, 1997, we adopted a 401(k) savings plan. This savings and profit sharing plan covers all of ATP’s employees. The plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, and Section 401(a) of the Internal Revenue Code.
The assets of the plan are held and the related investments are executed by the plan’s trustee. Participants in the plan have investment alternatives in which to direct their funds and may direct their funds in one or more of these investment alternatives. ATP pays all administrative fees on behalf of the plan. With respect to participants’ contributions made prior to December 31, 2004, the plan provides for discretionary matching by ATP equal to 50% of each participant’s contributions up to 6% of the participant’s compensation. Effective January 1, 2005, the Board approved revisions to the plan, such that ATP’s discretionary match for contributions made thereafter is 100% on the first 3% of compensation contributed, plus 50% on the next 2% of compensation contributed by a participant. In addition, participants will be immediately vested in all ATP matching contributions made after January 1, 2005. ATP contributed $156,731.58 to the plan for the year ended December 31, 2004, $105,922 for the year ended December 31, 2003; and $96,581 for the year ended December 31, 2002.
All-Employee Bonus Policy
The All-Employee Bonus Policy is a bonus program designed to benefit all employees based upon ATP’s overall performance. ATP historically made payments to employees through the All-Employee Bonus Program on a semi-annual basis when conditions permitted. The amount available for each employee under this program is based upon a formula that considers employee performance, length of service to ATP and relative base compensation. Each employee is eligible to participate in the program allocations effective the first day of the month following the employee’s date of employment with ATP. There are certain restrictions related to payment of an employee’s allocation from the program within their first year of employment.
Discretionary Employee Bonus Policy
The purpose of the Discretionary Employee Bonus Policy is to compensate employees who demonstrate exemplary performance. It is discretionary in amount, in addition to employee compensation and participation in any other benefits offered to employees, and is open to all employees regardless of tenure, title, or responsibility.
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Compensation Committee Interlocks and Insider Participation
None of ATP’s executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of the Board or the Compensation Committee. No person who was an officer or employee of ATP or any of its subsidiaries in 2004, or in prior years, served as a member of ATP’s Compensation Committee in 2004.
Executive Compensation Report of the Compensation Committee
The primary goal of the Compensation Committee (the “Committee”) is to establish a compensation program that serves the long-term interests of ATP and its stockholders. Such a program is intended to attract and retain the highest caliber employee talent available, and the value of such talent is expected to manifest itself in superior company performance within the industry. The levels of compensation of our executive officers are determined in a similar manner to the determination of compensation for all of our employees.
ATP’s compensation program at present consists of three main components: (1) base salary; (2) discretionary bonuses based on overall company performance as well as individual performance as medium term incentives; and (3) discretionary grants of stock options as long term incentives and to align the long term interests of ATP’s employees and the stockholders.
Base Salary. ATP’s objective in determining base salaries is to offer annual compensation that is competitive in the industry. Adjustments to base salaries are made on an as-needed basis depending on the employee’s performance over time, changes in job scope, competition in the market and ATP’s size.
Bonuses. ATP’s bonus programs are intended to provide additional compensation opportunities depending on individual and company performance. Bonuses under ATP’s discretionary All-Employee Bonus Policy are determined periodically based on ATP’s performance and financial ability to pay. Allocations to employees are made based on relative salary levels, employee performance and length of service with ATP. ATP’s Discretionary Employee Bonus Policy provides individual employees with discretionary bonuses based on individual performance.
Stock Option Grants. Long-term incentives are available to all employees in the form of stock option grants under one or both of ATP’s incentive stock option programs. The options are granted at the market price on the date of the grant, and have value only if the stock price increases above the exercise price, and vesting and exercise of the options occur. Vesting occurs only if the recipients remain employed until the end of the vesting period, during which time they have an incentive to contribute to ATP’s improvement in performance. Individual option grants are based on individual performance and responsibility levels within ATP.
Under the 1998 Stock Option Plan employees received options with a term of five years. These options vested in the following manner: 1/3 vested sixty days after ATP’s initial public offering of February 6, 2001, with the remainder vesting 1/3 on the first anniversary and 1/3 on the second anniversary of the initial public offering.
Under the 2000 Stock Option Plan employees receive options with terms of years and vesting schedules determined by the Committee.
2005 Employee Volvo Challenge. In December 2004, the Board approved, and ATP announced ambitious company targets, coupled with a unique incentive program applicable to all employees of ATP and its subsidiaries, including executive officers other than Mr. Bulmahn, ATP’s President. The targets include completion of a number of projects in the North Sea and Gulf of Mexico Outer Continental Shelf, including ATP’s Mississippi Canyon 711 Gulf of Mexico deepwater project, the acquisition of reserves to replace production by 200% and the achievement, despite well decline rates, of a 2005 overall company production “exit rate” of 160 MMcfe/d. If these ambitious targets are met, the company will achieve a dramatic increase in
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producing properties, production and reserves, and under the ATP Employee Volvo Challenge Plan, adopted by the ATP Employee Volvo Challenge Plan Committee of the Board, ATP will award each employee a 2006 Volvo S60. This Plan is administered by the ATP Employee Volvo Challenge Plan Committee of the Board.
The Committee periodically reviews ATP’s compensation plan to make sure that the overall plan meets the above goals and is of the opinion that at this time such goals are being met. The Committee also believes that the growth of ATP requires continued development of the comprehensive employment philosophy that will assure retention and facilitate attraction of capable executives in the future. To that end, the Committee has identified the need for such a philosophy to address compensation domestically and internationally, as well as the unique features of ATP that have made it successful in the past, and will assure its continued success in the future, at retaining the most qualified personnel.
Chief Executive Officer Compensation
The compensation for our Chief Executive Officer is determined with the same criteria as that used to determine compensation for our other executive officers.Mr. Bulmahn’s annual base salary remained constant from 2003 through 2004. His annual bonus for 2004 performance, awarded under the Discretionary Employee Bonus Policy, reflects his leadership of and dedication to the company, and his relative contribution to ATP’s performance in 2004.
The Compensation Committee,
Chris A. Brisack, Chairman
Gerard J. Swonke
Arthur H. Dilly
Compliance with Beneficial Ownership Reporting Requirements
Section 16(a) of the Securities Exchange Act of 1934 requires ATP’s executive officers, directors and persons who beneficially own more than 10% of the Common Stock to file reports of ownership and changes in ownership of the Common Stock with the SEC and to furnish ATP with copies of all Section 16(a) forms they file.
Based on ATP’s review of the Section 16(a) filings that have been received by ATP, ATP has identified one late report for Mr. Keith Godwin on Form 3 for one transaction. Such Form 3 was filed on October 13, 2004 instead of May 9, 2004.
Shareholder Return Performance Presentation
The information set forth in the graph and table on the following page compares the value of the Common Stock to the NASDAQ Market Index and to the CoreData Group Index prepared by CoreData Inc. Each of the total cumulative returns presented assumes a $100 investment beginning February 6, 2001, the date ATP commenced trading and ending December 31, 2004.
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The performance of the indices is shown on a total return (dividend reinvestment) basis; however, we paid no dividends on our Common Stock during the period shown. The graph lines merely connect the beginning and end of the measuring periods and do not reflect fluctuations between those dates.
Total Return Analysis | 2/06/01 | 12/31/01 | 12/31/02 | 12/31/03 | 12/31/04 | ||||||||||
ATP Oil & Gas Corporation | $ | 100.00 | $ | 21.29 | $ | 29.07 | $ | 44.86 | $ | 132.70 | |||||
CoreData Group Index | $ | 100.00 | $ | 93.36 | $ | 97.76 | $ | 152.48 | $ | 204.86 | |||||
NASDAQ | $ | 100.00 | $ | 71.33 | $ | 49.76 | $ | 74.81 | $ | 81.10 | |||||
Shareholder Proposals and Director Nominations
Shareholders may propose matters to be presented at future shareholders’ meetings and may also nominate persons for election as Directors. Formal procedures exist for such proposals and nominations.
Any shareholder desiring to present a proposal for inclusion in ATP’s proxy materials for the annual meeting of shareholders to be held in 2006 (the “2006 Annual Meeting”) must present the proposal to the Secretary of ATP not later than December 28, 2005. Only those proposals that comply with the requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, will be included in ATP’s proxy materials for the 2006 Annual Meeting.
If a shareholder desires to nominate a director or bring a matter before an annual meeting and the proposal is submitted outside the process of Rule 14a-8, such proposal must be made in compliance with ATP’s bylaws. ATP’s bylaws provide generally that such nomination or proposal must be delivered in writing to the Corporate Secretary of ATP at least 90 but no more than 120 days prior to the anniversary date of the immediately preceding Annual Meeting of Shareholders, in order to be considered timely, subject to compliance with any other applicable provisions of ATP’s bylaws. Therefore, shareholders who wish to nominate directors or to bring business before the 2006 Annual Meeting of Shareholders outside of the process of Rule 14a-8 as described above must notify ATP no later than March 10, 2006. The chairman of the meeting may determine that any proposal for which ATP did not receive timely notice shall not be considered at the meeting. If in the discretion of such chairman any such proposal is to be considered at the meeting, the persons designated in ATP’s proxy materials shall be granted discretionary authority with respect to the untimely stockholder proposal.
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Other Matters
The Board does not know of any other matters that are to be presented for action at the Annual Meeting. However, if any other matters properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof, it is intended that the enclosed proxy will be voted in accordance with the judgment of the persons named in the proxy.
By Order of the Board of Directors,
ISABEL M. PLUME
Corporate Secretary
April 27, 2005
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ATP Oil & Gas Corporation
Notice of Annual Meeting of Shareholders To Be held June 8, 2005
You are cordially invited to attend the 2005 Annual Meeting of Shareholders (the “Annual Meeting”) of ATP Oil & Gas Corporation, a Texas corporation (the “Company”), which will be held on June 8, 2005 at 10:30 a.m., Central Time, at the offices of ATP Oil & Gas Corporation, 4600 Post Oak Place, Suite 203, Houston, Texas 77027.
Whether or not you plan to attend the Annual Meeting, we ask that you sign and return the enclosed proxy as promptly as possible to ensure that your shares will be represented. A self-addressed envelope has been enclosed for your convenience. If you attend the meeting, you may withdraw any previously given proxy and vote your shares in person.
(Continued and to be signed on the reverse side)
ANNUAL MEETING OF SHAREHOLDERS OF
ATP Oil & Gas Corporation
June 8, 2005
Please date, sign and mail your proxy card in the envelope provided as soon as possible.
Please detach along perforated line and mail in the envelope provided.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE X
1. To elect two Directors to serve until the 2008 Annual Meeting of Shareholders.
NOMINEES:
FOR ALL NOMINEES Walter Wendlandt
Chris A. Brisack
WITHHOLD AUTHORITY
FOR ALL NOMINEES
FOR ALL EXCEPT
(See instructions below)
FOR AGAINST ABSTAIN
2. To ratify the appointment of Deloitte & Touche LLP as independent auditors of the Company for the fiscal year ending December 31, 2005.
3. To transact such other business as may properly come before such meeting or any adjournment(s) or postponement(s) thereof.
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.
Signature of Shareholder Date: Signature of Shareholder Date:
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.