SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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the appropriate box:
[ ] Preliminary Proxy Statement
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Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
Coastal Caribbean Oils & Minerals, Ltd.
................................................................................
(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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[ ] 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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COASTAL CARIBBEAN OILS & MINERALS, LTD.
Annual General Meeting of Shareholders
May 17, 2001
Dear Shareholder:
It's a pleasure for us to extend to you a cordial invitation to attend
the 2001 Annual General Meeting of Shareholders of Coastal Caribbean Oils &
Minerals, Ltd. at the offices of Conyers, Dill & Pearman, Clarendon House,
Church Street, Hamilton, Bermuda on Thursday, May 17, 2001 at 9:00 A.M.
While we are aware that most of our shareholders are unable personally
to attend the Annual Meeting, proxies are solicited so that each shareholder has
an opportunity to vote on all matters that are scheduled to come before the
meeting. Whether or not you plan to attend, please take a few minutes now to
vote, sign, date and return your proxy in the enclosed postage-paid envelope.
Regardless of the number of shares you own, your vote is important.
In addition to helping us conduct business at the annual meeting, there
is another reason for you to return your proxy vote card. Under the abandoned
property law of some states, a shareholder may be considered "missing" if that
stockholder has failed to communicate with us in writing. The return of your
proxy vote card qualifies as written communication with us.
The Notice of Annual General Meeting and Proxy Statement accompanying
this letter describe the business to be acted on at the meeting.
As in the past, members of management will review with you the
Company's results and will be available to respond to questions during the
meeting. For those of you who will not be able to attend, your Annual Report
contains current information on the status of the Florida litigation and related
matters.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Benjamin W. Heath
Benjamin W. Heath
April 16, 2001 President
COASTAL CARIBBEAN OILS & MINERALS, LTD.
Clarendon House, Church Street
Hamilton, Bermuda
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
May 17, 2001
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders
of COASTAL CARIBBEAN OILS & MINERALS, LTD. (the "Company") will be held on
Thursday, May 17, 2001, at 9:00 A.M., local time, at the offices of Conyers,
Dill & Pearman, Clarendon House, Church Street, Hamilton, Bermuda, for the
following purposes:
To receive the report of the independent auditors and the financial
statements for the year ended December 31, 2000 and to vote on the following:
1. To elect two members of the Board of Directors;
2. To ratify the appointment of independent auditors of the
Company for the year ending December 31, 2001 and to
authorize the Board of Directors to fix the remuneration of
such auditors;
3. To transact such other business as may properly come before
the meeting or any adjournment or postponement thereof.
This notice and proxy statement and the enclosed form of proxy are
being sent to shareholders of record as of April 16, 2001 to enable such holders
to state their instructions with respect to the voting of their shares. Proxies
should be returned to the American Stock Transfer & Trust Company, 59 Maiden
Lane, New York, NY 10038 in the reply envelope enclosed.
By Order of the Board of Directors,
Graham B. Collis
Secretary
- --------------------------------------------------------------------------------
RETURN OF PROXIES
SHAREHOLDERS WHO ARE UNABLE TO ATTEND THE ANNUAL GENERAL MEETING ARE URGED TO
VOTE BY PROMPTLY SIGNING, DATING, AND RETURNING THE ACCOMPANYING PROXY IN THE
REPLY ENVELOPE PROVIDED.
- --------------------------------------------------------------------------------
Dated: April 16, 2001
COASTAL CARIBBEAN OILS & MINERALS, LTD.
Clarendon House, Church Street
Hamilton, Bermuda
---------------
PROXY STATEMENT
2001 ANNUAL GENERAL MEETING
-------------
GENERAL INFORMATION
This proxy statement is furnished to the shareholders of Coastal
Caribbean Oils & Minerals, Ltd., a Bermuda company (the "Company"), in
connection with the solicitation of proxies on behalf of the Board of Directors
for use at the 2001 Annual General Meeting of Shareholders to be held at the
offices of Conyers, Dill & Pearman, Clarendon House, Church Street, Hamilton,
Bermuda, on Thursday, May 17, 2001 at 9:00 A.M., local time, and at any
adjournments or postponements thereof. The notice of meeting, proxy statement
and proxy are being mailed on or about April 16, 2001. A proxy may be revoked at
any time before it is voted by (1) so notifying the Company in writing; (2)
signing and dating a new and different proxy card; or (3) voting your shares in
person or by your duly appointed agent at the meeting.
The Company expects to solicit proxies primarily by mail. To the extent
necessary to assure sufficient representation of shares at the meeting, proxies
may be solicited by telephone and in person. The Company will request brokers,
banks and other nominees to forward copies of proxy material to beneficial
owners or other persons for whom they hold common stock and to obtain authority
for the execution and delivery of proxies. In addition, the Company has retained
Morrow & Co. Inc., to assist in the distribution and solicitation of proxy
materials for an estimated fee of $6,500 plus out-of-pocket expenses. The only
other expenses anticipated are the ordinary expenses incurred in connection with
the preparation, assembling, mailing and other distribution of the material. All
costs of the solicitation will be borne by the Company.
The record date for the determination of shareholders entitled to
notice of and to vote at the meeting has been fixed by the Board of Directors as
the close of business on April 16, 2001. On that date there were 43,468,329
shares of common stock outstanding, which were held by approximately 9,000
shareholders of record. The holders of twenty-five percent of the total number
of shares entitled to be voted at the meeting, present in person or by proxy,
shall constitute a quorum for the transaction of business. Each outstanding
share is entitled to one vote at the meeting. Abstentions and broker votes will
be counted neither as votes in favor of nor as votes opposed to any proposition
brought before the meeting.
Bye-Law 1 provides in part that:
A resolution passed by both (i) simple majority of votes cast
by such Members as, being entitled so to do, vote in person
or, in the case of any Member being a corporation, by its duly
authorised representative or, where proxies are allowed, by
proxy and (ii) a simple majority in number of the Members
present in person or in the case of any Member being a
corporation by its duly authorised representative or where
proxies are allowed, by proxy, at a general meeting of which
not less than fourteen (14) clear days' Notice (save where a
longer period is required by these Bye-laws) has been duly
given PROVIDED THAT when shares are held by members of another
company, firm, partnership, association or other body
corporate or unincorporate and such persons act in concert, or
when shares are held by or for a group of Members who act in
concert, such persons shall be deemed to be one Member.
The Company will determine whether shareholders have acted in concert,
depending on the circumstances and the evidence, if any, that shareholders were
in fact so acting and should therefore be treated as one shareholder.
Bye-Law 1 provides in part that:
The term "person acting in concert" includes:
(i) persons who, pursuant to an agreement, arrangement or
understanding (whether formal or informal), actively cooperate
either in the acquisition or holding by any of them of shares
or the beneficial ownership of shares, or rights over shares,
carrying voting rights in the Company, or in the exercise of
voting rights with respect to shares in the Company;
(ii) a company with any of its directors (or their spouses,
minor children, nominees, related trusts or companies in which
any director holds or beneficially owns ten percent (10%) or
more of the shares, or rights over shares, carrying voting
rights);
(iii) a company with the trustees or managers of any of its
pension, provident or employee benefit funds or any of its
employee stock option schemes;
(iv) a person who is a fund manager, with an investment
company, unit trust or other person whose investments such
person manages on a discretionary basis, in respect of the
relevant investment accounts;
(v) a company with its parent company or any of its
subsidiaries; and
(vi) a company, in which ten percent (10%) or more of the
shares, or rights over shares, carrying voting rights are held
or beneficially owned by a person, with any other company in
which ten percent (10%) or more of the shares, or rights over
shares, carrying voting rights are held or beneficially owned
by the same person.
The Company may require brokers, banks and other nominees holding
shares for beneficial owners to furnish information with respect to such
beneficial owners for the purpose of applying this provision. The proxy
delivered with this proxy statement includes a representation that the person
signing the proxy is not acting in concert as described above.
SHAREHOLDERS MAY OBTAIN WITHOUT CHARGE A COPY OF THE COMPANY'S MOST RECENT
ANNUAL REPORT ON FORM 10-K FILED WITH THE U. S. SECURITIES AND EXCHANGE
COMMISSION UPON WRITTEN REQUEST TO COASTAL CARIBBEAN OILS & MINERALS, LTD., C/O
G&O'D INC, 149 DURHAM ROAD, OAK PARK - UNIT 31, MADISON, CONNECTICUT 06443.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Nominees
Two directors are to be elected for three year terms expiring at the
2004 Annual Meeting of Shareholders, pursuant to the Bye-Laws of the Company
which established three classes of directors to be elected on a rotating basis
at each successive Annual Meeting of Shareholders, and in each case until their
respective successors shall have been elected and duly qualified.
The nominees are currently directors of the Company. The named Proxies
will vote all properly executed proxies for the election of the persons
hereinafter named in the following table unless directed otherwise.
The following table sets forth information concerning the nominees for
election and those directors whose terms of office are to continue after the
meeting:
MANAGEMENT RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE ELECTION OF THE NOMINEES.
Director Other Offices Held With Age and Business Experience
Name Since Company For the Past Five Years
---- ----- ------- --------------------------
Nominees For Three Year Terms Expiring at the 2004 Annual Meeting
Nicholas B. Dill 1997 None Mr. Nicholas B. Dill is a member of the law firm
of Conyers, Dill & Pearman, Hamilton, Bermuda,
the Company's Bermuda counsel. Mr. Dill is a
director of Worldwide Securities Ltd., Bermuda
Electric Light Co. Ltd., Watlington Waterworks
Ltd. and SAL Ltd. Age sixty-eight.
Timothy L. Largay 2001 Vice President Timothy L. Largay has been a partner in the law
firm of Murtha Cullina LLP, Hartford, Connecticut
since 1974. He was elected a director and Vice
President of the Company on January 15, 2001.
Largay is also a director of Canada Southern
Petroleum Ltd. ("Canada Southern") and Magellan
Petroleum Corporation. Murtha Cullina has been
retained by the Company for more than five years
and is being retained during the current year.
Age fifty-seven.
Directors Continuing in Office With Term to Expire at the 2003 Annual Meeting
Graham B. Collis 1998 Secretary Mr. Collis is a member of the law firm of
Audit Committee Conyers, Dill & Pearman, Hamilton, Bermuda, the
Company's Bermuda counsel. Age forty-one.
John D. Monroe 1981 Audit Committee Mr. Monroe is a real estate broker and was
formerly President of a real estate brokerage and
development firm in Naples, Florida. Mr. Monroe
is also a director of Coastal Petroleum Company
("Coastal Petroleum"), the Company's majority
owned subsidiary. Age seventy-four.
Directors Continuing in Office With Terms to Expire at the 2002 Annual Meeting
Benjamin W. Heath 1962 President Mr. Heath is Chairman and a director of Coastal
Petroleum, and a director of Canada Southern.
Age eighty-six.
Phillip W. Ware 1985 Vice President Mr. Ware, a geologist, has been President of
Coastal Petroleum since April 1985. He is also
a director of Coastal Petroleum. Age fifty-one.
The Company is not aware of any arrangements or understandings between
any of the individuals named above and any other person pursuant to which any of
the individuals named above was selected as a director and/or executive officer.
The Company is not aware of any family relationship among the officers and
directors of the Company or its subsidiary.
Board of Directors; Committees; Attendance
The only standing committee of the Board is the Audit Committee.
The principal functions of the Audit Committee are: (1) to recommend
the particular persons or firm to be employed by the Company as its independent
auditors; (2) to consult with the persons or firm so chosen to be the
independent auditors with regard to the plan of audit; (3) to review, in
consultation with the independent auditors, their report of audit, or proposed
report of audit, and the accompanying management letter, if any; and (4) to
consult with the independent auditors (periodically, as appropriate, out of the
presence of management) with regard to the adequacy of internal controls. During
2000, the Audit Committee, which was comprised of Mr. Graham B. Collis and Mr.
John D. Monroe, met twice.
The Company does not presently have standing nominating or compensation
committees of the Board of Directors. The functions that would be performed by
such committees are performed by the Board of Directors. A stock option
committee is appointed periodically.
There were six meetings of the Board of Directors of the Company held
during 2000. During 2000, all of the directors attended at least 75% of the
aggregate number of meetings of the Board of Directors and Committees on which
they serve.
Report of the Audit Committee Addressing Specific Matters
On December 1, 1999, the Board of Directors adopted a formal, written
charter for the Audit Committee of the Company (See Exhibit A). Each member of
the Audit Committee is an "independent director" for purposes of NASD
Marketplace Rule 4200(a)(14).
In connection with the preparation and filing of the Company's audited
financial statements for the year ended December 31, 2000 (the "audited
financial statements"), the Audit Committee performed the following functions:
o The Audit Committee reviewed and discussed the audited financial statements
with senior management and Ernst & Young LLP, the Company's independent
auditors. The review included a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of
significant judgements; and the clarity of disclosures in the forward
statements
o The Audit Committee also discussed with Ernst & Young LLP the matters
required to be discussed by Statement on Auditing Standards
No. 61 (Communication With Audit Committees).
o The Audit Committee received the written disclosures and the letter from
Ernst & Young LLP required by Independence Standards Board Standard No. 1
(Independence Discussions With Audit Committees), and discussed with Ernst
& Young LLP its independence from the Company and considered the
compatibility of the auditors' nonaudit services to the Company with the
auditors' independence.
Based upon the functions performed, the Audit Committee recommended to the
Board of Directors, and the Board approved, that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, for filing with the U.S. Securities and
Exchange Commission. The Audit Committee and the Board have also recommended
subject to shareholder approval, the selection of Ernst & Young LLP as the
Company's independent auditors.
AUDIT COMMITTEE
John D. Monroe
Graham B. Collis
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who beneficially own more
than 10% of the Company's Common Stock to file initial reports of beneficial
ownership and reports of changes in beneficial ownership with the Securities and
Exchange Commission (the "SEC"). Such persons are required by the SEC
regulations to furnish the Company with copies of all Section 16(a) forms filed
by such persons. Based solely on its copies of forms received by it, or written
representations from certain reporting persons that no Form 5's were required
for those persons, the Company believes that during the just completed fiscal
year, its executive officers, directors, and greater than 10% beneficial owners
compiled with all applicable filing requirements.
ADDITIONAL INFORMATION CONCERNING DIRECTORS AND OFFICERS
Executive Compensation
The following table sets forth certain summary information concerning
the compensation of the two executive officers of the Company for the year 2000:
Summary Compensation Table
Annual Compensation Long Term
Compensation
Name and Award All Other
Principal Position Year Salary ($) Options/SARs(#) Compensation ($)
Benjamin W. Heath, President 2000 40,000 100,000- 15,550(1)
and Chief Executive Officer 1999 40,000 - 12,000(1)
1998 40,000 45,000 12,000(1)
Phillip W. Ware, Vice President 2000 92,000 100,000 13,800(2)
1999 92,000 - 13,800(2)
1998 80,000 72,000 12,000(2)
(1) Reimbursement for office expense $9,600 in 2000, $9,550 in 1999 and $6,000
in 1998, and payment to SEP-IRA pension plan $6,000 in 2000, 1999 and 1998.
(2) Payment to SEP-IRA pension plan.
Compensation of Directors
For the year 2000, Messrs. Collis, Dill and Monroe each received
directors' fees of $22,500.
Compensation Committee Interlocks and Insider Participation
The entire board of directors constitutes the compensation committee.
Benjamin W. Heath and Phillip W. Ware are directors and the Presidents,
respectively, of Coastal Caribbean and Coastal Petroleum.
Compensation Committee Report on Executive Compensation
The Compensation Committee, consisting of the entire board of directors
in 2000, submits the following report for 2000:
The Board of Directors does not maintain specific compensation policies
applicable to the Company's executive officers, and the Board has established no
specific relationship between corporate performance and executive compensation.
Compensation has been determined based on the skills, experience and leadership
executive officers have brought to the performance of their duties, and on their
ability to protect, defend and pursue the Company's ability to realize value on
the Company's exploration leases.
Graham B. Collis
Nicholas B. Dill John D. Monroe
Benjamin W. Heath Phillip W. Ware
Tax Deductibility of Compensation
Because it is not likely that compensation to any executive will exceed
$1 million, and because the Company is a Bermuda corporation not generally
subject to the tax laws of the United States, the Company does not expect that
it will be required to comply with the Omnibus Reconciliation Act of 1993
regarding executive compensation.
Stock Options
The following tables provide information about stock options granted
and exercised during the year 2000 and unexercised stock options held by the
Named Executive Officers at December 31, 2000:
Options/SAR Grants in the Year 2000
Potential Realized Value at Assumed
Annual Rates of Stock
Individual Grants Price Appreciation for Option Terms
Number of
Securities % of Total
Underlying Options/SARs
Options/ Granted to Exercise
SARs Granted Employees* in or Base Expiration
Name (#) Fiscal Year Price ($/Sh) Date 5% ($) 10% ($)
Benjamin W. Heath 100,000 14 0.91 Mar. 22, 2010 23,000 50,000
Phillip W. Ware 100,000 14 0.91 Mar. 22, 2010 23,000 50,000
* The options granted to directors are also included for purposes of this
calculation.
Aggregated Option/SAR Exercises in 2000 and December 31, 2000
Option/SAR Values
Shares Number of Securities Value of Unexercised
Acquired Value Underlying Unexercised In-The-Money
On Exercise Realized ($) Options/SARs (#) Options/SARs ($)
(#) at December 31, 2000 at December 31, 2000
Name Exercisable Unexercisable Exercisable Unexercisable
Benjamin W. Heath -0- -0- 100,000 - 15,000 -
Benjamin W. Heath -0- -0- 45,000 - -0- -
Phillip W. Ware -0- -0- 100,000 - 15,000 -
Phillip W. Ware -0- -0- 72,000 - -0- -
PERFORMANCE GRAPH
The graph below compares the cumulative total returns, including
reinvestment of dividends, if applicable, of Company Stock with the companies in
the NASDAQ Market Index and an Industry Group Index (Media General's Independent
Oil & Gas Industry Group).
The chart displayed below is presented in accordance with SEC
requirements. Shareholders are cautioned against drawing any conclusions from
the data contained therein, as past results are not necessarily indicative of
future performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
Years 1995 1996 1997 1998 1999 2000
Coastal Caribbean 100 266.67 166.67 109.52 104.76 80.76
Independent Oil & Gas 100 128.87 119.98 77.71 108.87 157.99
NASDAQ Market Index 100 124.27 152.00 214.39 378.12 237.66
Certain Business Relationships
G&O'D INC
During the year 2000, $155,440 was paid or accrued for accounting and
administrative services, office facilities and support staff provided to the
Company by G&O'D INC, a firm that is owned by Mr. James R. Joyce, the Company's
Treasurer and Assistant Secretary. G&O'D's fees are based on the time spent in
performing these services to the Company.
Royalty Interests
The State of Florida oil, gas and mineral leases held by Coastal
Petroleum on approximately 3,700,000 acres of submerged lands along the Gulf
Coast and certain inland lakes and rivers are subject to certain overriding
royalties aggregating 1/16th as to oil, gas and sulphur, and 13/600ths as to
minerals other than oil, gas and sulphur. Of the overriding royalties as to oil,
gas and sulphur, a 1/90th overriding royalty, and of the overriding royalties on
minerals other than oil, gas and sulphur, a 1/60th overriding royalty, is held
by Johnson & Company, a Connecticut partnership which is used as a nominee by
the members of the family of the late William F. Buckley. A trust, in which Mr.
Heath has a 54.4% beneficial interest, has a beneficial interest in such royalty
interest held by Johnson & Company. No payments have been made to Johnson &
Company (or to the beneficial owners of such royalty interests) in more than
thirty years.
In 1990, Coastal Petroleum granted to officers 3.4% of any net recovery
from execution on or satisfaction of judgment or from settlement of the lawsuit
against the State of Florida as follows:
Relationship to
Percent of Coastal Petroleum
Name Net Recovery at Date of Grant
---- ------------ ------------------
Benjamin W. Heath 1.25 Chairman of Board
Phillip W. Ware 1.25 President
Arthur B. O'Donnell 0.30 Vice President and Treasurer
James R. Joyce 0.30 Assistant Treasurer
James J. Gaughran 0.30 Secretary
During 1990, Murtha Cullina LLP also received a 1% interest in any net
recovery. Mr. Largay, a director and Vice President of the Company, is a partner
in Murtha Cullina LLP.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as to the number of shares
of the Company's Stock owned beneficially at April 1, 2001 by each person who is
known to be the beneficial owner of more than 5% of the outstanding shares of
common stock of the Company:
Amount and Nature of
Beneficial Ownership
Name and Address of Shares Held Shares Subject
Beneficial Owner Directly to Option Percent of Class
- -------------------------- --------- ----------- ----------------
Leon S. Gross 4,494,688 - 10.34
3900 Ford Road
Philadelphia, PA 19131
Lykes Minerals Corp. - 7,800,000* 15.2**
111 East Madison Street
P.O. Box 1690
Tampa, FL 33601
- ------------------------
* Lykes Minerals Corp. has purchased a total of 78 shares of Coastal
Petroleum which are convertible into 7,800,000 shares of the Company.
** Assumes all outstanding options held by Lykes Minerals Corp. are
exercised to acquire shares of the Company.
The following table sets forth information as to the number of shares
of the Company's common stock owned beneficially at April 1, 2001 by each
director of the Company and by all directors and executive officers as a group:
Amount and Nature of
Name of Beneficial Ownership
----------------------
Individual Shares Held Percent of
or Group Directly or Indirectly Options Class
- -------------------------------------------- ------------------------ --------- -------
Graham B. Collis 25,000 (1) 112,000 *
Nicholas B. Dill - (2) 124,000 *
Benjamin W. Heath 20,000 145,000 *
John D. Monroe 400 136,000 *
Timothy L. Largay 49,200 100,000 *
Phillip W. Ware 3,791 172,000 *
Directors and executive officers
as a group (a total of 7 persons) 111,579 925,000 2.3%
- ------------------------
* Less than 1%.
(1) Director of corporation which also owns 17,758 shares.
(2) Director of corporation which owns 3,355 shares.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP as the Company's
independent auditors for the year ending December 31, 2001. Representatives of
Ernst & Young LLP are not expected to be present at the meeting. The proxy
permits voting for or against, or abstaining from voting for, the ratification
of the appointment of auditors. Unless otherwise indicated, the shares will be
voted in favor of ratifying the appointment of Ernst & Young LLP and to
authorize the Board of Directors to fix the remuneration of such auditors. Fees
paid to Ernst & Young LLP by the Company for the year ended December 31, 2000
were as follows:
Audit Fees $27,500
Financial Information Systems
Design and Implementation Fees 0
All Other Fees (rights offering) 23,100
------
Total fees $50,600
=======
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSAL NO. 2.
OTHER MATTERS
The Board of Directors knows of no other matters that will be presented
for consideration at the meeting, other than those matters referred to in this
Proxy Statement.
SHAREHOLDER PROPOSALS
Shareholders who intend to have a proposal included in the notice of
meeting and related proxy statement relating to the Company's 2002 Annual
General Meeting of Shareholders must submit the proposal by December 17, 2001.
Notice of Business to be Brought Before a Shareholders' Meeting
If a Shareholder wishes to present a proposal at the Company's 2002
Annual General Meeting of Shareholders and the proposal is not intended to be
included in the Company's proxy statement and form of proxy relating to that
meeting, the Shareholder must give advance notice to the Company prior to one of
two deadlines set forth in the Company's Bye-Laws.
If a shareholder's proposal relates to business other than the
nomination of persons for election to the board of directors, Bye-Law 61
applies.
Bye-Law 61 provides in part as follows:
(2) The annual general meeting of the Company shall
consider the election of Directors, the receipt and
consideration of the profit and loss account, the balance
sheet, the notes thereto and the reports of the Directors and
Auditors thereon, the appointment of the Auditors and such
other business as the Board considers may properly be brought
before the meeting and shall be held on such date as the Board
shall each year fix. The day, place and hour of each annual
general meeting shall be specified in the notice of the annual
general meeting. The meeting may be postponed or adjourned
from time to time and place to place at the discretion of the
Chairman until its business is completed.
To be properly brought before any general meeting by
Members, business must be (a) specified in the notice of the
meeting (or any supplement thereto) given by or at the
direction of the Board, (b) otherwise properly brought before
the meeting by or at the direction of the Board, or (c)
specified in a notice or requisition given by Members in
accordance with the Act and delivered to or mailed and
received at the registered office of the Company not less than
ninety (90) days before the anniversary date of the previous
annual general meeting of the Company or ninety (90) days
before any other general meeting of the Company is held
specifying:
(a) a description of the business to be brought
before the annual general meeting and the
reasons for conducting such business at the
annual general meeting;
(b) the name and address of the Member intending
to propose such business;
(c) the class and number of shares of the
Company which are beneficially owned by the
Member;
(d) a representation that the Member is the
registered holder of sufficient shares required by the Act
entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to present such business;
and
(e) any material interest of the Member in such
business.
To be timely under this Bye-Law, a Shareholder's notice must be
received by the Company on or before February 15, 2002, which is the date not
less than 90 days prior to the first anniversary of this year's Annual General
Meeting of Shareholders.
Nominations of Persons for Election to the Board of Directors
If a shareholder's proposal relates to the nomination of persons for
election to the board of directors, Bye-Law 62 applies.
Bye-Law 62 provides in part as follows:
(2) Only persons who are nominated in accordance with
the procedures set forth in these Bye-laws shall be eligible
for election as Directors. Nominations of persons for election
to the Board of Directors of the Company shall only be made at
an annual general meeting of the Company (a) by or at the
direction of the Board of Directors or (b) by any Member of
the Company entitled to vote for the election of Directors at
the meeting who complies with the notice procedures set forth
in this Section. Nominations by Members shall be made pursuant
to timely notice in writing to the Secretary of the Company.
To be timely, a Member's notice shall be delivered to or
mailed and received at the principal executive offices of the
Company not less than sixty (60) days nor more than ninety
(90) days prior to the meeting; provided, however, that in the
event that less than seventy (70) days' notice or prior public
disclosure of the date of the meeting is given or made to
Members, notice by the Member to be timely must be so received
not later than the close of business on the 10th day following
the day on which such notice of the date of the meeting was
mailed or such public disclosure was made. For purposes of
this Section, public disclosure shall be deemed to have been
made to Members when disclosure of the date of the meeting is
first made in a press release reported by the Dow Jones news
Services, Associated Press, Reuters Information Services, Inc.
or comparable national news service or in a document publicly
filed by the Company with Securities and Exchange Commission
pursuant to Sections 13, 14 or 15(d) of the Securities
Exchange Act of 1934, as amended.
Each such notice shall set forth:
(a) the name and address of the Member who intends to
make the nomination and of the person or persons to be
nominated;
(b) a representation that the Member is a holder of record
of stock of the Company entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice;
(c) a description of all arrangements or understandings
between the Member and each nominee and any other person or
persons (naming such person or persons) pursuant to which
nomination or nominations are to be made by the Member; and
(d) such other information regarding each nominee proposed
by such Member as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities
and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors.
To be effective, each notice of intent to make a
nomination given hereunder shall be accompanied by the written
consent of each nominee to being named in a proxy statement
and to serve as a Director of the Company if elected.
No person shall be eligible for election as a Director of
the Company unless nominated in accordance with the procedures
set forth in these Bye-laws. The presiding officer of the
meeting shall, if the facts warrant, determine and declare to
the meeting that nomination was not made in accordance with
the procedures prescribed by these Bye-laws, and if he should
so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.
To be timely under this Bye-Law, a Shareholder's notice must be
received by the Company not less than 60 days nor more than 90 days prior to the
date of the Company's 2002 Annual General Meeting of Shareholders.
Shareholder proposals relating to the Company's Annual General Meeting
of Shareholders must be submitted to the Company at its office, c/o Conyers,
Dill & Pearman, Clarendon House, Hamilton, Bermuda. The fact that a shareholder
proposal is received in a timely manner does not insure its inclusion in the
Company's proxy materials since there are other requirements in the Company's
Bye-laws and the proxy rules relating to such inclusion.
The contents and the sending of this Proxy Statement have been approved
by the directors of the Company.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO
SIGN, DATE, AND RETURN THE ENCLOSED PROXY IN THE REPLY ENVELOPE PROVIDED.
By Order of the Board of Directors,
Graham B. Collis
Secretary
Dated: April 16, 2001
EXHIBIT A
COASTAL CARIBBEAN OILS & MINERALS, LTD.
Audit Committee Charter
Organization
The audit committee of the board of directors shall be comprised of at
least two directors who are independent of management and the Company. Members
of the audit committee shall be considered independent if they have no
relationship to the Company that may interfere with the exercise of their
independence from management and the Company. All audit committee members will
be financially literate, and at least one member will have accounting or related
financial management expertise.
Statement of Policy
The audit committee shall provide assistance to the directors in
fulfilling their responsibility to the shareholders, potential shareholders, and
investment community relating to corporate accounting, reporting practices of
the Company, and the quality and integrity of financial reports of the Company.
In so doing, it is the responsibility of the audit committee to maintain free
and open communication between the directors, the independent auditor and the
financial management of the Company.
Responsibilities
In carrying out its responsibilities, the audit committee believes its
policies and procedures should remain flexible, in order to best react to
changing conditions and to ensure to the directors and shareholders that the
accounting and reporting practices of the Company are in accordance with all
requirements and are of the highest quality.
In carrying out these responsibilities, the audit committee will:
o Obtain the full board of directors' approval of this Charter and
review and reassess this Charter as conditions dictate.
o Review and recommend to the directors the independent auditors
to be selected to audit the financial statements of the Company
and its divisions and subsidiaries.
o Have a clear understanding with the independent auditors that
they are ultimately accountable to the board of directors and the
audit committee, as the shareholders' representatives, who have
the ultimate authority in deciding to engage, evaluate, and if
appropriate, terminate their services.
o Meet with the independent auditors and financial management of
the Company to review the scope of the proposed audit and timely
quarterly reviews for the current year and the procedures to be
utilized, the adequacy of the independent auditor's
compensation, and at the conclusion thereof review such audit or
review, including any comments or recommendations of the
independent auditors.
o Review with the independent auditors and financial and accounting
personnel, the adequacy and effectiveness of the accounting and
financial controls of the Company, and elicit any recommendations
for the improvement of such internal controls or particular areas
where new or more detailed controls or procedures are desirable.
Particular emphasis should be given to the adequacy of internal
controls to expose any payment, transactions, or procedures that
might be deemed illegal or otherwise improper. Further, the
committee periodically should review Company policy statements to
determine their adherence to the Code of Conduct.
o Review reports received from regulators and other legal and
regulatory matters that may have a material effect on the
financial statements or related Company compliance policies.
o Inquire of management and the independent auditors about
significant risks or exposures and assess the steps management
has taken to minimize such risks to the Company.
o Review the quarterly financial statements with financial
management and the independent auditors prior to the filing of
the Form 10-Q (or prior to the press release of results, if
possible) to determine that the independent auditors do not take
exception to the disclosure and content of the financial
statements, and discuss any other matters required to be
communicated to the committee by the auditors. The chair of the
committee may represent the entire committee for purposes of this
review.
o Review the financial statements contained in the annual report
to shareholders with management and the independent auditors to
determine that the independent auditors are satisfied with the
disclosure and content of the financial statement to be presented
to the shareholders. Review with financial management and the
independent auditors the results of their timely analysis of
significant financial reporting issues and practices including
changes in, or adoptions of, accounting principles and disclosure
practices, and discuss any other matters required to be
communicated to the committee by the auditors. Also review with
financial management and the independent auditors their judgments
about the quality, not just acceptability, of accounting
principles and the clarity of the financial disclosure practices
used or proposed to be used, and particularly, the degree of
aggressiveness or conservatism of the Company's accounting
principles and underlying estimates, and other significant
decision made in preparing the financial statements.
o Provide sufficient opportunity for the independent auditors to
meet with the members of the audit committee without members of
management present. Among the items to be discussed in these
meetings are the independent auditors' evaluation of the Company's
financial, accounting, and auditing personnel, and the cooperation
that the independent auditors received during the course of audit.
o Review accounting and financial human resources and succession
planning within the Company. o Report the results of the annual
audit to the board of directors. If requested by the board,
invite the independent auditors to attend the full board of
directors meeting to assist in reporting the results of the
annual audit or to answer other directors' questions
(alternatively, the other directors, particularly the other
independent directors, may be invited to attend the audit
committee meeting during which the results of the annual audit
are reviewed).
o On an annual basis, obtain from the independent auditors a written
communication delineating all their relationships and professional
services as required by Independence Standards Board Standard No.
1, "Independence Discussions with Audit Committees." In addition,
review with the independent auditors the nature and scope of any
disclosed relationships or professional services and take, or
recommend that the board of directors take, appropriated action to
ensure the continuing independence of the auditors.
o Submit the minutes of all meetings of the audit committee to, or
discuss the matters discussed at each committee meeting with, the
board of directors.
o Investigate any matter brought to its attention within the scope
of its duties, with the power to retain outside counsel for this
purpose if, in its judgment, that is appropriate.
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FORM OF PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
COASTAL CARIBBEAN OILS & MINERALS, LTD.
ANNUAL GENERAL MEETING OF SHAREHOLDERS - JUNE 17, 2001
The undersigned holder of shares of common stock of COASTAL CARIBBEAN
OILS & MINERALS, LTD (the Company) does hereby appoint GRAHAM B. COLLIS, JAMES
R. JOYCE AND PHILLIP W. WARE or any of them, as proxies, with full power to act
without the others and with full power of substitution, to vote the said shares
of stock, as designated on the reverse side of this card, at the Annual General
Meeting of Shareholders of the Company to be held Conyers, Dill & Pearman,
Clarendon House, Church Street, Hamilton, Bermuda on Thursday, May 17, 2001 at
9:00 A.M., local time, and at any adjournments or postponements thereof, held
for the same purposes, in the following manner:
(Continued and to be signed on the other side)
Please mark your
votes as In this
example
THE BOARD OF DIRECTORS RECOMMEND A VOTE " FOR" PROPOSALS 1 AND 2.
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of Nominees: Nicholas B. Dill 2. Ratify the appointment of Ernst
& Young LLP as independent
Two Directors Timothy L. Largay auditors of the Company for
the year ending December 31,
(Proxy Statement page 2 ) 2001 (page 12)
For all except the following nominee:
_______________________________ 3. Unless directed to the contrary by
specifications in the
space provided, the said
individuals are hereby
authorized and empowered by
the undersigned to vote
"FOR" proposals Nos. 1 and 2
and are given discretionary
authority to vote on any other
matters upon which the
undersigned is entitled to
vote, and which may properly
come before said meeting or
any adjournments or
postponements thereof.
Unless otherwise indicated on
this proxy card or by
accompanying letter, the
undersigned represents that
in executing and delivering
his proxy he is not acting in
concert with any other person
for the purposes of
Bye-Law 1 as described in the
Company's Proxy
Statement (Page 2)
SIGNATURE_____________ DATE _________ SIGNATURE____________DATE____________
If Jointly Held
NOTE: Please sign this proxy as name(s) appears above and return it in the
reply envelope provided promptly to Arnerican Stock Transfer & Trust
Company, 59 Maiden Lane, New York, NY 10038, whether or not you plan
to attend the meeting.