SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Howell Corporation
(Name of Registrant as Specified in Its Charter)
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[HOWELL CORPORATION LOGO] PRESS RELEASE
For Immediate Release Contact: John E. Brewster, Jr.
Vice President
(713) 658-4084
HOWELL CORPORATION ANNOUNCES RESULTS FOR THIRD QUARTER
$0.67 Earnings per share and $1.08 Cash Flow per share
-Status of Merger-
-Dividends declared on common shares-
Houston, Texas, OCTOBER 30, 2002 -- HOWELL CORPORATION (HWL:
NYSE; HWLLP: NASDAQ) today announced operating and financial
results for the third quarter. Howell reported net income of
$6.3 million ($0.67 per common share) for the quarter ended
September 30, 2002, on revenues of $26.4 million. These results
compared to net income of $4.7 million ($0.50 per common share)
for the third quarter of 2001. Cash flow from operations before
working capital changes was $10.1 million ($1.08 per common
share) compared to $8.9 million ($0.94 per common share) for the
third quarter of 2001. All per share amounts are presented on a
fully diluted basis.
For the first nine months of this year, net income was $14.5
million ($1.55 per common share) and cash flow from operations
before working capital changes was $27.3 million ($2.91 per
common share). For the same period last year, net income was
$17.0 million ($1.80 per common share) and cash flow from
operations before working capital changes was $27.6 million
($2.91 per common share).
Howell's average net daily production for the third quarter
climbed to 9,655 barrels of oil, 697 barrels of NGLs, and 10.3
million cubic feet of natural gas. During the third quarter of
2001, average net daily production was 8,299 barrels of oil, 276
barrels of natural gas liquids ("NGLs"), and 8.0 million cubic
feet of natural gas. The increase in oil and NGL production was
primarily a result of the purchase of an additional interest in
the Elk Basin field in November 2001. The increase in gas
production was primarily attributable to successful drilling in
the Elk Basin field.
Average realized product prices during the third quarter were
$26.45 per barrel of oil, $16.93 per barrel of NGLs, and $1.71
per Mcf of natural gas. These prices compare to $24.48 per
barrel of oil, $15.82 per barrel of NGLs, and $2.10 per Mcf of
natural gas received during the same quarter a year earlier. The
8% increase in the oil price and 7% increase in the price for
NGLs were offset somewhat by a 19% decrease in the natural gas
price (due to market differentials in the Rocky Mountain
region). As of September 30, 2002, outstanding bank debt was $71
million.
Status of the Merger with Anadarko Petroleum Corporation
On September 29, 2002, Howell entered into an agreement to be
acquired by Anadarko Petroleum Corporation in a cash merger in
which the Company's common stockholders will receive $20.75 per
share, and holders of the Company's convertible preferred stock
will receive $76.15 per share. The Board of Directors of each
company has unanimously approved the transaction. Early in
November, a proxy statement will be distributed to stockholders
of both Howell common and preferred stock. Common stockholders
of record on November 4 will be entitled to vote on the merger
either by proxy or in person at a special meeting of the
stockholders to be held in Houston on December 6, 2002. If
holders of a majority of the common stock vote to approve the
merger, and all other conditions are satisfied or waived, the
merger should be consummated as soon as practicable after the
stockholders meeting.
Board of Directors Declares Dividend on Common Stock
The Board of Directors declared a cash dividend of $0.04 per
share on Howell common stock payable on November 27, 2002, to
shareholders of record on November 13, 2002. Under the terms of
the Agreement and Plan of Merger the regular quarterly dividend
of $0.875 per share on Howell's preferred stock will not be paid
if the merger is consummated on or prior to December 10, 2002.
Howell Corporation, based in Houston, Texas, is an independent
energy company engaged in the acquisition, exploitation, and
exploration of producing oil and gas properties.
This press release includes forward-looking statements within the
meaning of Section 27 A of the Securities Exchange Act of 1934.
Although Howell believes that its expectations are based upon
reasonable assumptions, it can give no assurance that its goals
will be achieved. Important factors that could cause actual
results to differ materially from those in the forward looking
statements herein include the timing and extent of changes in
commodity prices for oil and gas, the need to develop and replace
reserves, uninsured risks, environmental risks, drilling and
operating risks, risks related to exploration and development,
the availability of capital resources, uncertainties about the
estimates of reserves, competition and government regulation.
IMPORTANT INFORMATION: Howell Corporation intends to file with
the SEC, and mail to its stockholders, a proxy statement in
connection with the transaction. INVESTORS AND SECURITY HOLDERS
OF HOWELL ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT
HOWELL AND THE PROPOSED TRANSACTION. Investors and security
holders may obtain a free copy of the proxy statement (when it is
available) at the SEC's web site at www.sec.gov. A free copy of
the proxy statement may also be obtained from Howell or
Anadarko. Howell and its executive officers and directors, and
Anadarko, may be deemed to be participants in the solicitation of
proxies from the stockholders of Howell in favor of the
transaction. Information regarding the interests of Howell's
officers and directors in the transaction will be included in the
proxy statement. In addition to the proxy statement to be filed
by Howell in connection with the transaction each of Howell and
Anadarko file annual, quarterly and special reports, proxy and
information statements, and other information with the SEC.
Investors may read and copy any of these reports, statements and
other information at the SEC's public reference room located at
450 5th Street, N.W., Washington, D.C., 20549. Investors should
call the SEC at 1-800-SEC-0330 for further information. The
reports, statements and other information filed by Howell and
Anadarko with the SEC are also available for free at the SEC's
web site at www.sec.gov. A free copy of these reports,
statements and other information may also be obtained from Howell
or Anadarko. INVESTORS SHOULD READ THE PROXY STATEMENT CAREFULLY
WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION.
# # # #
HOWELL CORPORATION
CONSOLIDATED FINANCIAL & OPERATIONS SUMMARY
(CONDENSED AND UNAUDITED)
(dollars in thousands, except per share amounts and per unit amounts)
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------ ------------
2002 2001 2002 2001
---- ---- ---- ----
Revenues:
Oil, gas & NGL $26,206 $20,634 $68,045 $65,429
Other 179 913 530 1,928
-------- -------- -------- --------
Total revenues 26,385 21,547 68,575 67,357
-------- -------- -------- --------
Expenses:
Lifting costs 7,280 6,756 21,089 20,223
Production taxes 2,857 2,236 7,514 6,929
Depreciation, depletion and
amortization 2,926 2,408 8,819 6,651
General and administrative 2,879 2,046 6,486 4,354
Other 42 68 119 117
-------- -------- -------- --------
Total expenses 15,984 13,514 44,027 38,274
-------- -------- -------- --------
Operating profit 10,401 8,033 24,548 29,083
-------- -------- -------- --------
Interest expense - net 702 957 2,252 3,295
Other expense (income) (1) 37 (2) (213)
-------- -------- -------- --------
Earnings before income taxes 9,700 7,039 22,298 26,001
Income tax expense 3,395 2,323 7,804 8,960
-------- -------- -------- --------
Net earnings $ 6,305 $ 4,716 $14,494 $17,041
======== ======== ======== ========
Wtd. avg. common shares
outstanding-Basic 6,499 6,561 6,521 6,586
Earnings per common share-Basic: $ 0.88 $ 0.63 $ 1.94 $ 2.31
Wtd. avg. common shares
outstanding-Diluted 9,398 9,427 9,371 9,490
Earnings per common share-Diluted: $ 0.67 $ 0.50 $ 1.55 $ 1.80
OPERATIONS SUMMARY
Oil production (Mbbls) 888 764 2,631 2,201
NGL production (Mbbls) 64 25 178 93
Gas production (Mmcf) 952 734 2,531 2,107
MBOE 1,111 911 3,231 2,645
Oil sales price (average) $ 26.45 $ 24.48 $ 23.03 $ 24.94
NGL price (average) $ 16.93 $ 15.82 $ 15.28 $ 22.09
Gas price (average) $ 1.71 $ 2.10 $ 1.87 $ 4.02