Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement (Revised) [ ] 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 Rule 14a-11(c) or Rule 14a-12
Howell Corporation
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14-a-(6)(i)(3).
[ ] 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:
2) Aggregate number of securities to which transaction applies:
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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
HOWELL CORPORATION
1111 Fannin, Suite 1500
Houston, Texas 77002
March 23, 1995
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to
be held on Monday, April 24, 1995, at 10:00 a.m., in the tenth floor meeting
room of the Howell Corporation Building, 1111 Fannin Street, Houston, Texas
77002.
The accompanying Notice of Annual Meeting and Proxy Statement describe the
formal matters to be acted upon at the meeting. In addition, we will discuss
current matters concerning the future of the Company and review the Company's
operations during the past year. At the conclusion of the formal meeting, an
opportunity will be provided for questions and discussion by the shareholders.
A record of the Company's activities for the year 1994 is contained in the
Annual Report which accompanies this proxy material.
Representation of your shares at the meeting is very important. We urge
each shareholder, whether or not you now plan to attend the meeting, to promptly
date, sign and return the enclosed proxy in the envelope furnished for that
purpose. If you do attend the meeting, you may, if you wish, revoke your proxy
and vote in person.
It is always a pleasure to meet with our shareholders, and I personally
look forward to seeing as many of you as possible at the Annual Meeting.
Sincerely,
/s/ Paul N. Howell
Paul N. Howell
Chairman of the Board and
Chief Executive Officer
HOWELL CORPORATION
1111 Fannin, Suite 1500
Houston, Texas 77002
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MONDAY, APRIL 24, 1995
To the Shareholders of Howell Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
Howell Corporation, a Delaware corporation, will be held in the tenth floor
meeting room of the Howell Corporation Building, 1111 Fannin Street, Houston,
Texas, on Monday, April 24, 1995, at 10:00 a.m. local time, for the following
purposes:
(1) to elect two members to the Board of Directors to serve for a
three-year term as Class I Directors;
(2) to ratify the appointment of Deloitte & Touche LLP as independent
auditors for the Company for the fiscal year ending December 31, 1995; and
(3) to transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 1, 1995, as
the record date for the determination of shareholders entitled to receive notice
of and to vote at the Annual Meeting. A list of all shareholders entitled to
vote is on file at the principal offices of the Company, 1111 Fannin, Suite
1500, Houston, Texas, and will be available for inspection by any shareholder
during the meeting.
So that we may be sure your shares will be voted at the Annual Meeting,
please date, sign and return the enclosed proxy promptly. For your convenience,
a postpaid return envelope is enclosed for your use in returning your proxy. If
you attend the meeting, you may revoke your proxy and vote in person.
By Order of the Board of Directors,
/s/ Allyn R. Skelton, II
Allyn R. Skelton, II
Senior Vice President,
Chief Financial Officer
and Secretary
March 23, 1995
HOWELL CORPORATION
1111 Fannin, Suite 1500
Houston, Texas 77002
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 24, 1995
Solicitation and Revocability of Proxies
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Howell Corporation ("Company") to be used
at the Annual Meeting of Shareholders to be held in the tenth floor meeting room
of the Howell Corporation Building, 1111 Fannin Street, Houston, Texas on
Monday, April 24, 1995, at 10:00 a.m. local time, and at any and all
adjournments thereof. This Proxy Statement and the enclosed proxy are being
mailed to the shareholders on or about March 23, 1995.
Unless otherwise indicated thereon, proxies in the accompanying form which
are properly executed and duly returned to the Company and which are not revoked
will be voted:
(1) for each of the two nominees for director to serve a three-year
term as Class I Directors; and
(2) for ratification of the appointment of Deloitte & Touche LLP as
independent auditors for the Company for the year ending December 31, 1995.
Shares represented by proxies marked as abstentions on any matter will not
be voted on that matter, although they will be counted for quorum purposes;
brokers' shares held in "street name" and not voted by them will not be counted
in tabulating votes. Votes at the Annual Meeting will be tabulated by an
Inspector of Election selected by the Company.
The Board of Directors is not presently aware of other proposals which may
be brought before the Annual Meeting. In the event other proposals are brought
before the Annual Meeting, the persons named in the enclosed form of proxy will
vote in accordance with what they consider to be the best interest of the
Company and its shareholders.
The cost of soliciting proxies will be borne by the Company. In addition
to the Company's solicitation by mail, proxies may be solicited personally or by
telephone by the management of the Company. The Company may request brokerage
houses or other custodians, nominees and fiduciaries to forward proxies and
proxy material to the beneficial owners of the shares held of record by such
persons and will reimburse them for their reasonable forwarding expenses.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is exercised. Proxies may be revoked by filing
with the Secretary of the Company written notice of revocation, by executing and
delivering a later-dated proxy, or by appearing and voting in person at the
meeting.
Voting Securities and Record Date
The Board of Directors of the Company has fixed the close of business on
March 1, 1995, as the Record Date (the "Record Date") for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof.
The issued and outstanding voting securities of the Company as of the
Record Date consist of 4,836,876 shares of common stock, $1.00 par value per
share ("Common Stock"), each of which is entitled to one vote. Shares of Common
Stock are not entitled to cumulative voting rights in the election of Directors.
The presence in person or by proxy of the holders of a majority of the shares of
Common Stock outstanding on the Record Date will be necessary to constitute a
quorum at the Annual Meeting.
Assuming the presence of a quorum of the Common Stock, the affirmative vote
of the holders of a majority of the shares of Common Stock represented in person
or by proxy at the meeting is required for the election of Directors and for
ratification of the appointment of Deloitte & Touche LLP as independent auditors
for the fiscal year ending December 31, 1995.
The Company also has issued and outstanding, as of the Record Date, 690,000
shares of $3.50 convertible preferred stock, par value $1.00 per share (the
Company's 690,000 shares of Preferred Stock issued in April 1993 of $3.50
convertible preferred stock is referred to as the "Series A Preferred Stock").
The Series A Preferred Stock is not entitled to vote on the items in this proxy.
Item 1. Election of Directors
The Company's Board of Directors is divided into three classes, each
elected to serve for a term of three years. The Board of Directors, in
accordance with the Company's Certificate of Incorporation, has established that
there shall be two Class I Directors, three Class II Directors and three Class
III Directors.
The two nominees for Class I Directors are Paul N. Howell and John F.
Schwarz. It is the intention of the persons named in the accompanying proxy
that proxies will be voted for the election of these two nominees unless
otherwise indicated thereon. Mr. Paul N. Howell is now a Director of the
Company and is standing for reelection. The Board of Directors has no reason to
believe that either of the nominees will be unable to serve if elected to office
and, to the knowledge of the Board of Directors, the nominees intend to serve
the entire term for which election is sought. Should any nominee for the office
of Director named herein become unable or unwilling to accept nomination or
election, the persons named in the proxy will vote for such other person as the
Board of Directors may recommend.
Directors to be Elected at the Meeting
Set forth below is certain information regarding each of the two nominees
for election as a Director.
Name Occupation, Experience and Director
Directorships Since
---- -------------------------- --------
Paul N. Howell Chairman of the Board and Chief 1955
Age: 76 Executive Officer of the Company.
CEO since 1955.
John F. Schwarz President and CEO, Entech -
Age: 58 Enterprises, Inc., a company that
invests in oil and natural gas
properties. President, CEO and
Director of Energy Development
Corporation, a domestic and
international oil and gas
exploration, production and marketing
company, from 1989 to 1994.
The Board of Directors of the Company has unanimously approved the election
of the nominees and recommends a vote "FOR" the election of th nominees for
Class I directors.
Directors whose Term Extends Beyond the Meeting
Set forth below is certain information regarding each of the Directors
whose term extends beyond the meeting. The Class II Directors with terms
expiring in 1996 are Paul W. Funkhouser, Otis A. Singletary and Robert M. Ayres,
Jr. The Class III Directors with terms expiring in 1997 are Walter M. Mischer,
Sr., Paul W. Murrill and Jack T. Trotter.
Occupation, Experience and Director
Name Directorships Since
---- -------------------------- --------
Robert M. Ayres, Jr. Financial consultant for more than 1991
Age: 68. five years. Vice Chancellor and
President Emeritus, University of the
South. Director: Rail Tex, Inc.,
Patoil Corp. and Rochelle
Communications, Inc.
Paul W. Funkhouser President and Chief Operating Officer 1991
Age: 42 of the Company since 1990. Formerly
Executive Vice President of the
Company, and an officer of the
Company since 1983.
Walter M. Mischer, Sr. Chairman & CEO, Southern Investors 1983
Age: 73 Service Company, Inc. (formerly The
Mischer Corp.) and Hallmark
Residential Group Inc., a real estate
development company, since 1969.
Director: Southwest Airlines.
Paul W. Murrill Professional Engineer for more than 1994
Age: 60 five years. Chairman, Piccadilly
Cafeterias, Inc. Chairman and CEO of
Gulf States Utilities Company, a
public utility, from 1982 to 1987.
Director: Entergy Corporation,
Tidewater, Inc., First Mississippi
Corporation, FirstMiss Gold, Inc.,
Piccadilly Cafeterias, Inc. and Zygo,
Inc.
Otis A. Singletary President Emeritus, University of 1977<F1>
Age: 73 Kentucky since 1987.
Jack T. Trotter Personal business investments for 1988
Age: 68 thirty years. Director: Houston
Industries, Inc., Houston Lighting &
Power Company, Weingarten Realty,
Inc., King Ranch, Inc., and Vice
Chairman of First Interstate Bank
Texas, N.A.
<FN>
<F1> Dr. Singletary also served as a Director in 1969.
</FN>
Compensation of Directors
Each member of the Board of Directors who is not an employee of the Company
receives $15,000 per year, plus $1,000 per meeting for attending the meetings of
a standing committee, unless the standing committee meets on the same day as the
Board of Directors, in which event no fee is paid. Commensurate remuneration is
also paid for service on other committees and for special assignments as the
occasion arises. Reasonable out-of-pocket expenses incurred by a director in
attending board and committee meetings are reimbursed by the Company.
Additionally, each member of the Board of Directors who is not an employee of
the Company has received a nonqualified option to purchase 10,000 shares of the
Common Stock. See also "Compensation of Executive Officers - Compensation
Pursuant to Plans".
Activities of the Board
The Board of Directors held five meetings during 1994. Each Director,
except Mr. Jack T. Trotter, attended at least 75% of the meetings of the Board
and of any committee of which he was a member.
The Board of Directors has three standing committees: Audit, Compensation,
and Stock Option. The Board of Directors does not have a nominating committee.
Members of the Audit Committee were Walter M. Mischer, Sr., Robert M.
Ayres, Jr., and Jack T. Trotter until April 25, 1994, when Wallace S. Wilson
replaced Mr. Mischer on this committee. The Audit Committee met once in 1994.
Functions of the Audit Committee include recommending to the Board of Directors
the independent auditors, approving the estimated fees for such services,
reviewing the audit reports and making such recommendations to the Board of
Directors concerning the audit reports as may be appropriate, meeting with the
independent auditors, financial officers of the Company and other members of
management to review the results of audits, and evaluating the adequacy of the
internal control system of the Company.
Members of the Compensation Committee until April 25, 1994, were Wallace S.
Wilson, Robert M. Ayres, Jr., and Otis A. Singletary. After April 25, 1994, the
Compensation Committee members were Otis A. Singletary, Walter M. Mischer, Sr.
and Paul W. Murrill. The Compensation Committee met one time in 1994.
Functions of the Compensation Committee include establishing compensation for
the officers of the Company and reviewing all employee benefit programs,
including the recommendation of changes in the benefits.
Members of the Stock Option Committee are Messrs. McKetta, Ayres, Mischer,
Murrill, Singletary, Trotter, and Wilson, being all of the non-employee
Directors of the Company. The Committee administers the 1988 Stock Option Plan
and met twice during 1994. Paul W. Murrill became a member of this committee on
April 25, 1994.
Compensation Committee Report on Executive Compensation
The following report by the Compensation Committee to the Board of
Directors discusses the factors the Compensation Committee considers when
determining the salary and bonus of the Chief Executive Officer and other
executive officers.
To: The Board of Directors
As members of the Compensation Committee, it is our duty to establish the
compensation level of the executive officers, to award bonuses to the executive
officers and to approve the Company's benefit plan arrangements.
The base salary level of the executive officers is recommended to the
Compensation Committee by the CEO. Factors considered by the CEO are typically
subjective, such as his perception of the individual's performance and any
planned changes in functional responsibility, and also include such factors as
prior year compensation levels and general inflationary considerations. The
profitability of the Company and the market value of its stock are not primary
considerations in setting executive officer base compensation, although
significant changes in these items are subjectively considered. The increase of
3% in base compensation for Mr. Paul N. Howell for 1994 was reflective of
general inflation.
Recommendations for bonus awards for each of the executive officers,
including Mr. Howell, are made to the Committee by the CEO, after subjectively
considering the profitability of the Company and individual performance. The
Committee makes any awards after subjectively determining whether the
recommendations are appropriate. In making such determination, the Committee
does not apply any specific criteria. The perquisites and other benefits
received by Mr. Howell that are reported in the Summary Compensation Table are
provided primarily pursuant to existing employee benefit programs.
No member of the Compensation Committee is a former or current officer or
employee of the Company or any of its subsidiaries.
Compensation Committee
Otis A. Singletary
Robert M. Ayres, Jr.
Wallace S. Wilson
Stock Option Committee Report on Executive Compensation
The following report by the Stock Option Committee to the Board of
Directors discusses the factors the Stock Option Committee considers when
determining the number of shares which will be made subject to stock options
granted to the executive officers of the Company.
To: The Board of Directors
As members of the Stock Option Committee it is our duty to administer the
Company's 1988 Stock Option Plan. Administering the plan includes awarding
stock options to the executive officers.
Stock options are a component of compensation that is intended to retain
executives and to motivate executives to improve stock market performance. The
number of options granted to each executive officer was determined by taking a
percentage of salary and dividing that amount by the fair market value per share
on the first business day of the year. The percentages are recommended annually
by the CEO (subject to the approval of the Committee). The percentage
recommended for Mr. Paul N. Howell for 1994 was 62.5 percent. The option price
was the fair market value of the Company's common stock on the first business
day of 1994.
Stock Option Committee
John J. McKetta
Robert M. Ayres, Jr.
Walter M. Mischer, Sr.
Otis A. Singletary
Jack T. Trotter
Wallace S. Wilson
Compensation of Executive Officers
Messrs. Paul N. Howell, Paul W. Funkhouser and Allyn R. Skelton, II,
constituted all of the executive officers of the Company during the fiscal year
1994. The following table summarizes the compensation paid by the Company, for
the three fiscal years ended December 31, 1994, to its Chief Executive Officer
and to all of its other executive officers. The Company has no restricted stock
awards, long-term incentive plans or pension plans.
Summary Compensation Table
Annual Compensation
------------------------------
Long-term
Compensation
Other ------------ All
Annual Securities Other
Compen- Underlying Compen-
Name & Principal Position Year Salary Bonus sation<F2> Options sation
- ------------------------- ---- ------ ----- ------ --------- ------
($) ($) ($) (#) ($)
Paul N. Howell 1994 284,000 34,241 6,000 16,100 66,878<F3>
Chief Executive Officer 1993 275,600 25,000 6,000 15,000 72,392
1992 257,500<F6> 7,500 6,000 14,000 65,580
Paul W. Funkhouser 1994 183,500 34,241 6,000 10,400 12,297<F4>
President and Chief 1993 172,250 30,000 6,000 9,400 14,689
Operating Officer 1992 156,250 7,500 6,000 8,600 12,179
Allyn R. Skelton, II 1994 146,750 33,263 6,000 6,700 11,194<F5>
Senior Vice President, 1993 137,800 25,000 6,000 6,000 12,041
Chief Financial Officer 1992 125,000 7,500 6,000 5,500 9,958
and Secretary
__________
<FN>
<F2>
Other annual compensation is a $6,000 auto allowance for each executive
officer.
<F3>
Includes $6,000 of Company contributions to a defined contribution plan,
$5,680 to a thrift plan, $2,840 to a stock purchase plan, $515 for premiums for
term life insurance and $51,843, which is the premium attributable to the term
life portion of a split dollar insurance arrangement and the current dollar
value of the remainder of the premium paid. The total premium paid in 1994 was
$232,184.
<F4>
Represents Company contributions of $6,000 to a defined contribution plan,
$3,670 to a thrift plan, $1,835 to a stock purchase plan and $792 for premiums
for term life insurance.
<F5>
Represents Company contributions of $6,000 to a defined contribution plan,
$2,935 to a thrift plan, $1,467 to a stock purchase plan and $792 for premiums
for term life insurance.
<F6>
The salary level approved by the Compensation Committee for Mr. Howell for
1992 was $265,000. Implementation of this increase was deferred until July 1,
1992.
</FN>
Compensation Pursuant to Plans
The Company maintains a stock option plan for its executive officers,
directors and key employees, which is administered by the Stock Option
Committee. Under this plan, which expires in 1998, the Company may grant both
tax-qualified and nonqualified options to eligible employees and, subject to
certain limitations, members of the Board of Directors. An aggregate of 750,000
shares of Common Stock has been reserved for issuance under this plan. The
aggregate number of those 750,000 shares that may be granted to members of the
Board of Directors is 150,000. The following table sets forth the options
granted to the individuals named in the Summary Compensation Table during the
last fiscal year.
Option Grants in Last Fiscal Year
Individual Grants <F7>
--------------------------------------------------
Number of
Securities % of Total Potential Realizable
Underlying Options Granted Exercise Value at Assumed Annual
Options to Employees Price Expiration Rates of Stock Price
Name Granted in Year Per Share Date Appreciation for Option Term
---- --------- --------------- --------- ---------- ----------------------------
(#) ($/Sh) 5% 10%
Paul N. Howell 16,100 12 $11 01/03/04 $111,377 $282,252
Paul W. Funkhouser 10,400 7 $11 01/03/04 $71,946 $182,324
Allyn R. Skelton, II 6,700 5 $11 01/03/04 $46,350 $117,459
__________
<FN>
<F7>
Options become exercisable in increments of 25% of the shares covered by
the grant after the lapse of successive periods of one year each. Each option
has a ten-year term, but in case of termination of employment, otherwise
exercisable options expire after six months.
</FN>
The table below shows the number of shares of Common Stock issued upon the
exercise of options by the executive officers in 1994, the value received upon
exercise of those options, the number of exercisable and unexercisable options
at December 31, 1994 and the value of exercisable and unexercisable options with
an option price of less than $11 7/8 per share, which was the market value of
the Company's common stock on December 31, 1994.
Aggregated Option Exercises in Last Fiscal Year
and FY-End Option Values
Number of Dollar Dollar
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options Options
at Fiscal at Fiscal
Year End Year End
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
---- --------------- -------- ------------- -------------
(#) ($) (#) ($)
Paul N. Howell - - 63,617/36,981 119,855/39,204
Paul W. Funkhouser - - 31,291/23,329 55,875/24,539
Allyn R. Skelton, II - - 19,242/14,960 48,596/15,734
Termination Arrangements
The Company has entered into a Deferred Compensation and Salary
Continuation Agreement with Paul N. Howell. Pursuant to the terms of that
Agreement, the Company has contracted to pay Mr. Howell, or his wife if she
survives his death, certain annual payments upon his termination of employment
for any reason. Those annual payments are $17,500 each year for the years 1991
through 1996, inclusive, and $30,000 each year for the years 1997 through 1999,
inclusive. If Mr. Howell's employment with the Company continues through a
portion of this period of time, the Company is relieved of its obligation for
each annual payment set out above as that year expires. Inasmuch as Mr. Howell
has continued his employment since the Agreement became effective, no payments
have been made pursuant thereto. If Mr. Howell continues his employment with
the Company through the year 1999, then the Company will be relieved from its
entire obligation under this agreement.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Company's Board of Directors is composed
of the following: Otis A. Singletary, Walter M. Mischer, Sr., and Paul W.
Murrill, none of whom is an employee of the Company.
Performance Graph
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company's Common Stock against
the cumulative total return of the Dow Jones Industrial Average and a peer group
average for the period of five years commencing December, 31, 1989 and ended
December 31, 1994. The peer group average is the Dow Jones Energy Sector Oil
Secondary Group Average, which consists of smaller oil companies who do the bulk
of their business domestically. The historical stock price performance for the
Company's stock shown on the graph below is not necessarily indicative of future
stock performance.
Composite of Five Year Cumulative Total Return*
Howell Corporation Common, Peer Group Average & Dow Jones Industrial Average
The data points on the performance graph are as follows:
Dow Jones
Howell Peer Group Industrial
Year Corporation Average Average
---- ----------- ---------- ----------
1989 100.00 100.00 100.00
1990 133.56 83.20 99.42
1991 106.08 81.75 123.61
1992 132.07 82.29 132.66
1993 127.96 91.30 155.14
1994 139.97 88.42 162.96
* Assumes that the value of the investment in Howell Corporation and each
indices was $100 on December 31, 1989 and that all dividends were reinvested.
Security Ownership of Management and Certain Beneficial Owners
The following table sets forth, as of February 1, 1995, the shares of
Common Stock beneficially owned by (i) any person who, to the knowledge of the
Company, beneficially owns more than 5% of such stock, (ii) each director and
nominee for director of the Company, (iii) each executive officer of the Company
named in the Summary Compensation Table, and (iv) all directors and executive
officers of the Company as a group. The Common Stock is the only class of
voting securities of the Company currently outstanding. Unless otherwise
indicated, each holder in the table below has sole voting and dispositive power
with respect to the shares of Common Stock owned by such holder.
Amount and Nature
of Beneficial Percent
Name and Address of Beneficial Owner Ownership of Class
- ---------------- ------------------- ------------------
Paul N. Howell 1,195,644 <F8> 24.4
Howell Corporation
1111 Fannin, Suite 1500
Houston, Texas 77002
Paul W. Funkhouser 41,203 <F9> *
Howell Corporation
1111 Fannin, Suite 1500
Houston, TX 77002
Allyn R. Skelton, II 33,463 <F10> *
Howell Corporation
1111 Fannin, Suite 1500
Houston, TX 77002
Robert M. Ayres, Jr. 170,616 <F11> 3.5
5705 Scout Island Cove
Austin, TX 78721
John J. McKetta 11,500 <F12> *
Department of Chemical Engineering
University of Texas at Austin
Austin, TX 78712
Walter M. Mischer, Sr. 20,000 <F13> *
Southern Investors Service Company, Inc.
2727 North Loop West, Suite 200
Houston, TX 77008
Paul W. Murrill 1,000 *
206 Sunset Boulevard
Baton Rouge, LA 70808
John F. Schwarz - -
Entech Enterprises
4900 Woodway Dr., Suite 800
Houston, TX 77056
Otis A. Singletary 15,600 <F14> *
780 Chinoe Rd.
Lexington, KY 40502
Jack T. Trotter 13,000 <F15> *
1000 Louisiana, Suite 3600
Houston, TX 77002
Wallace S. Wilson 10,500 <F16> *
Wilson Industries, Inc.
PO Box 1492
Houston, TX 77251
All directors and executive
officers as a group
(10 persons) 1,512,526 <F17> 30.2
Dimensional Fund Advisors Inc. 347,800 <F18> 7.2
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
The Guardian Life Insurance
Company of America 475,500 <F19> 9.5
201 Park Avenue South
New York, NY 10003
Ingalls & Snyder 557,136 <F20> 11.4
61 Broadway
New York, NY 10006
Bradley N. Howell 333,662 <F21> 6.9
Howell Transportation Services, Inc.
1111 Fannin, Suite 1500
Houston, TX 77002
__________
* Less than 1%.
<FN>
<F8>
Includes 70,047 shares which Mr. Paul N. Howell has the right to acquire
within 60 days pursuant to certain options and 37,000 shares which are owned by
the Howell Foundation, as to which Mr. Howell shares voting and dispositive
power.
<F9>
Includes 35,950 shares which Mr. Funkhouser has the right to acquire
within 60 days pursuant to certain options and 1,212 shares which Mr. Funkhouser
has the right to receive within 60 days should he elect to convert the 400
shares he owns of the Company's Series A Preferred Stock.
<F10>
Includes 24,802 shares which Mr. Skelton has the right to acquire within
60 days pursuant to certain options.
<F11>
Includes 5,250 shares owned by the Shield-Ayres Foundation, as to which
Mr. Ayres disclaims both voting and dispositive power, and 12,490 shares held by
Mr. Ayres' wife, as to which he disclaims both voting and dispositive power.
Also includes 7,500 shares which Mr. Ayres has the right to acquire within 60
days pursuant to certain options.
<F12>
Includes (i) 4,000 shares held by Dr. and Mrs. McKetta, as to which Dr.
McKetta shares both voting and dispositive power and (ii) 7,500 shares which Dr.
McKetta has the right to acquire within 60 days pursuant to certain options.
<F13>
Includes 10,000 shares which Mr. Mischer has the right to acquire within
60 days pursuant to certain options.
<F14>
Of these, 15,000 shares are held by Dr. Singletary directly, as to which
he exercises both voting and dispositive power, and 600 shares are held by Dr.
and Mrs. Singletary, as to which Dr. Singletary shares voting and dispositive
power.
<F15>
Includes 10,000 shares which Mr. Trotter has the right to acquire within
60 days pursuant to certain options.
<F16>
Includes 10,000 shares which Mr. Wilson has the right to acquire within
60 days pursuant to certain options.
<F17>
Includes 177,011 shares which the Company's directors and executive
officers have the right to acquire within 60 days pursuant to the exercise of
certain options and the conversion of shares of Series A Preferred Stock.
<F18>
Dimensional Fund Advisors Inc. ("Dimensional") is a registered investment
advisor. According to Amendment No. 7 to Schedule 13G filed by Dimensional with
the Securities and Exchange Commission ("the Commission"), Dimensional claims
sole voting power over 217,500 of these shares. Persons who are officers of
Dimensional also serve as officers of DFA Investment Dimensions Group Inc., (the
"Fund") and The Investment Trust Company (the "Trust"), each an open-end
management investment company registered under the Investment Company Act of
1940. In their capacities as officers of the Fund and the Trust, these persons
vote 108,200 additional shares which are owned by the Fund and 22,100 shares
which are owned by the Trust. All securities reported are owned by advisory
clients of Dimensional, no one of which to the knowledge of Dimensional owns
more than 5% of the class.
<F19>
According to Amendment No. 1 to Schedule 13G filed by The Guardian Life
Insurance Company of America ("Guardian") with the Commission, shares are
beneficially owned by a group comprised of Guardian and certain of its
affiliates, including Guardian Investor Services Corporation, a wholly-owned
subsidiary and registered investment advisor. The group shares voting rights
and dispositive power over all such shares. Shares beneficially owned include
151,515 shares of Common Stock which the group has the right to receive within
60 days should it elect to convert the 50,000 shares of Series A Preferred Stock
held by it.
<F20>
Includes 64,236 shares of Common Stock which Ingalls & Snyder has the
right to receive within 60 days should it elect to convert the 21,200 shares of
Series A Preferred Stock held by it. Ingalls & Snyder is registered as a broker
or dealer with the Commission. Based on its Schedule 13G filed with the
Commission, Ingalls & Snyder has sole voting power with respect to 22,036 of the
shares of Common Stock owned beneficially and sole dispositive power over all of
the shares of Common Stock owned beneficially.
<F21>
Of these, 33,875 shares are held by Bradley N. Howell as custodian for
minor children, as to which he exercises both voting and dispositive power;
139,546 shares are held in trust for minor children and for himself, as to which
he shares voting and dispositive power; and 19,273 shares are held by Bradley N.
Howell's wife, as to which he disclaims both voting and dispositive power. Also
includes 9,275 shares which Bradley N. Howell has the right to acquire within 60
days pursuant to certain options.
</FN>
Certain Transactions
During 1982, the Company borrowed $4.5 million from Paul N. Howell,
Chairman and Chief Executive Officer of the Company. The loan, which was
unsecured, was payable on demand and bore interest at the prime rate minus one-
half percent. In December of 1983, the loan was converted from a demand note to
an unsecured term note due February 28, 1985, bearing interest at the prime
rate, payable quarterly. The note has been renewed annually. The outstanding
principal balance is $2.0 million. $0.5 million is payable on demand with any
remaining balance due February 28, 1996. For 1994, the interest accruing to Mr.
Howell in respect of this indebtedness amounted to $142,863.
In 1990, the Company commenced paying the premiums on an insurance policy
pursuant to a Split Dollar Life Insurance Agreement entered into between the
Company and the trustees of certain trusts established by Paul N. Howell and his
wife. The life insurance policy is a joint and last survivor policy on the
lives of Paul N. Howell and his wife. Pursuant to the terms of the agreement,
upon the first to occur of: (1) the death of the last insured, (2) the
surrender of the policy, or (3) the passing of one year after the policy is paid
up, the Company is entitled to be paid the net cash value of the policy before
any proceeds from the policies are paid to the trustees named in the agreement.
Because the net cash value of the policy is expected to be almost as much as the
cumulative premiums paid over the life of the agreement, the effect of the
premium payments on the Company's earnings is not expected to be material.
The Company has entered into a Deferred Compensation and Salary
Continuation Agreement with Paul N. Howell. Pursuant to the terms of that
Agreement, the Company has contracted to pay Mr. Howell, or his wife if she
survives his death, certain annual payments upon his termination of employment
for any reason. Those annual payments are $17,500 each year for the years 1991
through 1996, inclusive, and $30,000 each year for the years 1997 through 1999,
inclusive. If Mr. Howell's employment with the Company continues through a
portion of this period of time, the Company is relieved of its obligation for
each annual payment set out above as that year expires. Inasmuch as Mr. Howell
has continued his employment since the Agreement became effective, no payments
have been made pursuant thereto. If Mr. Howell continues his employment with
the Company through the year 1999, then the Company will be relieved from its
entire obligation under this agreement.
During the year ended December 31, 1994, subsidiaries of the Company
purchased, in the ordinary course of business, $107,490 of oil field equipment
and supplies from Wilson Industries, Inc., of which Wallace S. Wilson, a
Director of the Company, is chairman and owns approximately 33% of the capital
stock.
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
directors and officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission ("SEC") and the New York Stock Exchange initial reports
of ownership and reports of changes in ownership of Common Stock and other
equity securities of the Company. Officers, directors and greater than ten-
percent shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, all section 16(a) filing requirements applicable to its
officers, directors and greater than ten-percent beneficial owners were complied
with during the fiscal year ended December 31, 1994, with one exception. Mr.
Paul N. Howell failed to timely report his transactions in June 1994. The Form
4 was filed nine days late in July 1994.
Item 2. Ratification of Appointment of Independent Auditors
Deloitte & Touche LLP has been appointed by the Board of Directors as
independent auditors of the Company and its subsidiaries for the fiscal year
ending December 31, 1995. This appointment is being presented to the
shareholders for ratification. Deloitte & Touche LLP served the Company as
independent auditor for the fiscal year ended December 31, 1994. Althoug the
Company is not required to obtain shareholder ratification of the appointment of
the independent auditors for the Company for the fiscal year ended December 31,
1995, the Company has elected to do so.
Representatives of Deloitte & Touche LLP will be present at the Annual
Meeting. While they do not plan to make a statement at the meeting, such
representatives will be available to respond to appropriate questions from
shareholders and will be free to make a statement if they so desire.
In the event that the shareholders do not ratify the appointment of
Deloitte & Touche LLP as the independent auditor of the Company, the Board of
Directors will consider the retention of other independent auditors.
The Board of Directors of the Company has unanimously approved Deloitte &
Touche LLP as the independent auditors for the Company for the fiscal year ended
December 31, 1995 and recommends a vote "FOR" the ratification of the
appointment of Deloitte & Touche LLP as independent auditors for the Company for
such fiscal year.
Shareholders' Proposals for 1996 Annual Meeting
Proposals of shareholders of the Company which are intended to be included
in the Company's Proxy Statement and proxy relating to the 1995 Annual Meeting
o the Company must be received at the Company's principal executive offices no
later than December 1, 1995. Such proposals must be in conformity with all
applicable legal provisions, including Rule 14a-8 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
Other Business
The Board of Directors of the Company does not know of any other matters
which are to be presented for action at the meeting. However, if any other
matters properly come before the meeting, it is intended that the enclosed proxy
will be voted in accordance with the recommendation of the Board of Directors.
By Order of the Board of Directors,
/s/ Paul N. Howell
Paul N. Howell
Chairman of the Board and
Chief Executive Officer
Houston, Texas
March 23, 1995
PROXY CARD
COMMON SHAREHOLDER'S PROXY
HOWELL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Paul N. Howell and Otis A. Singletary, and
each of them, as proxies, each with full power of substitution, to represent and
vote as designated below all shares of Common Stock of Howell Corporation
("Company") held of record by the undersigned on March 1, 1995, at the Annual
Meeting of Shareholders to be held on April 24, 1995, or any adjournments
thereof:
(1) ELECTION OF TWO CLASS I DIRECTORS: WITHHOLD AUTHORITY to vote for all
nominees
FOR all nominees listed below listed below
(INSTRUCTION: To withhold authority to vote for any individual nominee
strike through the nominee's name below.)
Paul N. Howell John F. Schwarz
(2) PROPOSAL TO RATIFY THE APPOINTMENT of Deloitte & Touche LLP as
independent auditors for the Company:
FOR ___ AGAINST ___ ABSTAIN ___
(3) Discretionary authority to vote on other business that may properly
come before the meeting.
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this Proxy will
be voted for Proposals 1 and 2 above.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
DATED: ____________________, 1995.
___________________________________
Signature
___________________________________
Signature, if held jointly
PLEASE MARK, SIGN, DATE AND RE-TURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.