UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
_ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-8704
HOWELL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 74-1223027
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 Fannin, Suite 1500, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 658-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- ---------------------
Common Stock, $1 par value New York Stock Exchange
$3.50 Convertible Preferred National Association of Securities Dealers, Inc.
Stock, Series A, $1 par value Automated Quotation System
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No _
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
|X|
The market value of all shares of Common Stock on February 19, 2002 was
approximately $69.6 million. The aggregate market value of the shares held by
nonaffiliates on that date was approximately $59.3 million. As of February 19,
2002, there were 6,114,877 common shares outstanding. See Note 10 of Notes to
Consolidated Financial Statements.
Documents Incorporated by Reference:
Howell Corporation proxy statement to be filed in connection with the 2002
Annual Shareholders' Meeting (to the extent set forth in Part III of this Form
10-K).
HOWELL CORPORATION AND SUBSIDIARIES
Form 10-K/A
This Amendment on Form 10-K/A amends Item 14 of the original Annual Report for
the year ended December 31, 2001, filed February 25, 2002, (the "Original
10-K"), to include exhibits required by Item 14 omitted from the Original 10-K.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) and (2). The response to this portion of Item 14 was previously
filed and is not amended hereby.
(a) (3) and (c). Exhibits
Index to Exhibits
Exhibits not incorporated herein by reference to a prior filing are designated
by an asterisk (*) and are filed herewith. Exhibits designated by two asterisks
(**) are incorporated herein by reference to the Company's Form S-1 Registration
Statement, registration No. 33-59338, filed on March 10, 1993.
Exhibit
Number Description
3.1 Certificate of Incorporation, as amended, of the Company - incorporated
by reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K
for the year ended December 31, 2000.
3.2 ** By-laws of the Company.
10.1 ** Howell Corporation 1988 Stock Option Plan.
10.2 ** First Amendment to the Howell Corporation 1988 Stock
Option Plan.
10.3 ** Second Amendment to the Howell Corporation 1988 Stock
Option Plan.
10.4 * Third Amendment to the Howell Corporation 1988 Stock Option Plan.
10.5 ** Form of Indemnity Agreement by and between the Company and each of its
directors and executive officers.
10.6 * Lease Agreement by and between Texas Commerce Bank National Association
and Howell Corporation dated as of December 13, 1993.
10.7 * First Amendment to Lease Agreement by and between Texas Commerce Bank
National Association and Howell Corporation effective as of October 5,
1995.
10.8 * Second Amendment to Lease Agreement by and between Texas Commerce Bank
National Association and Howell Corporation effective as of
November 21, 1995.
10.9 Howell Corporation 1997 Nonqualified Stock Option Plan incorporated by
reference to Exhibit 10.1 of the Company's Registration Statement on
Form S-8 dated June 12, 1997.
10.10 Howell Corporation Omnibus Stock Awards and Incentive Plan -
incorporated by reference to Exhibit 10.3 of the Company's Registration
Statement on Form S-8 dated June 23, 2000.
10.11 Howell Corporation Nonqualified Stock Option Plan for Non-Employee
Directors - incorporated by reference to Exhibit 10.1 of the Company's
Registration Statement on Form S-8 dated June 23, 2000.
10.12 Amended and Restated Credit Agreement dated December 1, 1998, by and
among Howell Petroleum Corporation as Borrower, Bank of Montreal as
Agent, Nationsbank, N.A. as Syndication Agent, Union Bank of California,
N.A., as Documentation Agent and the lenders signatory (filed as an
Exhibit to the Company's Report on Form 10-K for the year ended 1998).
10.13 First Amendment to the Amended and Restated Credit Agreement dated
December 1, 1998, by and among Howell Petroleum Corporation as Borrower,
Bank of Montreal as Agent, Nationsbank, N.A. as Syndication Agent,
Union Bank of California, N.A., as Documentation Agent and the lenders
signatory thereto effective July 26, 2001 (filed as an Exhibit to the
Company's Report on Form 10-Q for the quarterly period ended
June 30, 2001).
10.14 * Deferred Compensation Agreements dated December 1, 2001, by and between
Howell Corporation and each of the following executive officers: Richard
K. Hebert, Robert T. Moffett and Allyn R. Skelton, II.
10.15 * Restricted Stock Agreement dated January 11, 2001, by and between Howell
Corporation and each of the following executive officers: Donald W.
Clayton, Richard K. Hebert, John E. Brewster, Jr., Robert T. Moffett
and Allyn R. Skelton, II.
10.16 * Restricted Stock Agreement dated January 24, 2002, by and between Howell
Corporation and each of the following executive officers: Donald W.
Clayton, Richard K. Hebert, John E. Brewster, Jr., Robert T. Moffett
and Allyn R. Skelton, II.
10.17 * Amended and Restated Guaranty Agreement by Howell Corporation, as
Guarantor, in favor of Bank of Montreal as Agent, effective as of
December 31, 1998.
10.18 * First Amendment to the Amended and Restated Guaranty Agreement by Howell
Corporation, as Guarantor, in favor of Bank of Montreal as Agent,
effective as of July 26, 2001.
21 * Subsidiaries of the Company.
23 * Consent of Deloitte & Touche LLP.
99.1 * Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
99.2 * Certification or Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(b) Reports on Form 8-K.
A report on Form 8-K was filed on October 18, 2001, announcing that the
Company signed a definitive Purchase and Sale Agreement to acquire
Conoco Inc.'s interest in the Elk Basin Field, a producing oil property
located in Wyoming and Montana, for $26 million, effective September 1,
2001.
A report on Form 8-K was filed on November 20, 2001, announcing that
pursuant to the purchase and sale agreement, the Company completed the
purchase of Conoco Inc.'s interest in the Elk Basin Field, a producing
oil property located in Wyoming and Montana.
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
HOWELL CORPORATION
(Registrant)
By /s/ALLYN R. SKELTON, II
----------------------------
Allyn R. Skelton, II
Vice President and
Chief Financial Officer
Principal Financial and Accounting Officer
Date: August 7, 2002