UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
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 Identification No.)
incorporation or organization)
1111 Fannin, Suite 1500, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 658-4000
(Registrant's telephone number, including area code)
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 the number of shares outstanding on each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at April 25, 1995
Common Stock, $1.00 par value 4,836,876
This report contains 13 pages
HOWELL CORPORATION AND SUBSIDIARIES
Form 10-Q
INDEX
Page No.
Part I. Financial Information
Item 1. Consolidated Statements of Earnings --
Three months ended March 31, 1995 and 1994 3
Consolidated Balance Sheets --
March 31, 1995 and December 31, 1994 4
Consolidated Statements of Cash Flows --
Three months ended March 31, 1995 and 1994 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 12
PART I. FINANCIAL INFORMATION
(ITEM 1)
CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
Howell Corporation and Subsidiaries
Quarter Ended March 31,
1995 1994
(In thousands, except
per share amounts)
Revenues $151,516 $87,674
-------- -------
Cost and expenses:
Products including operating expenses 146,823 83,979
Selling, general and administrative expenses 2,856 2,659
-------- -------
149,679 86,638
-------- -------
Other income (expense):
Interest expense (627) (509)
Interest income 43 6
Other-net (4) (28)
-------- -------
(588) (531)
-------- -------
Earnings before income taxes 1,249 505
Provision for income taxes 417 153
-------- -------
Net earnings $ 832 $ 352
======== =======
Weighted average common shares outstanding 4,837 4,837
======== =======
Net earnings (loss) per common share $ .05 $ (.05)
======== =======
Cash dividends per common share $ .04 $ .04
======== =======
See accompanying Notes to Consolidated Financial Statements.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
Howell Corporation and Subsidiaries
March 31, December 31,
1995 1994
(In thousands)
Assets
Current assets:
Cash and cash equivalents $ 2,631 $ 3,340
Trade accounts receivable, less allowance for
doubtful accounts of $223,000 in 1995 and
$214,000 in 1994 58,025 48,432
Inventories 3,064 2,655
Other current assets 1,605 1,520
-------- --------
Total current assets 65,325 55,947
-------- --------
Property, plant and equipment:
Oil and gas properties, utilizing the full-cost
method of accounting 273,283 264,430
Fee mineral properties, unproven 18,188 18,200
Other 99,311 34,837
Less accumulated depreciation, depletion and
amortization (195,943) (192,694)
-------- --------
Net property and equipment 194,839 124,773
-------- --------
Other assets, net of accumulated amortization of
$56,000 in 1995 2,255 1,720
-------- --------
Total assets $262,419 $182,440
======== ========
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt $7,484 $2,670
Accounts payable 52,825 46,178
Accrued liabilities 5,335 5,152
-------- --------
Total current liabilities 65,644 54,000
-------- --------
Deferred income taxes 19,597 19,273
-------- --------
Other liabilities 150 150
-------- --------
Long-term debt 101,074 33,098
-------- --------
Commitments and contingencies
Shareholders' equity:
Preferred stock, $1 par value; 690,000 shares
issued and outstanding in 1995 and 1994,
liquidation value of $17,250,000 690 690
Common stock, $1 par value; 4,836,876 issued and
outstanding in 1995 and 1994 4,837 4,837
Additional paid-in capital 33,518 33,518
Retained earnings 36,909 36,874
-------- --------
Total shareholders' equity 75,954 75,919
-------- --------
Total liabilities and shareholders' equity $262,419 $182,440
======== ========
See accompanying Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Howell Corporation and Subsidiaries
Quarter Ended March 31,
1995 1994
(In thousands)
OPERATING ACTIVITIES:
Net earnings $ 832 $ 352
Adjustments for noncash items:
Depreciation, depletion and amortization 3,342 3,052
Deferred income taxes 324 (6)
Loss (gain) on sales of assets 1 (22)
Increase in trade accounts receivable (9,593) (5,381)
(Increase) decrease in inventories (409) 503
(Increase) decrease in other current assets (85) 432
Increase in accounts payable 6,647 2,727
Increase in accrued and other liabilities 183 1,087
------- -------
Cash provided by operating activities 1,242 2,744
------- -------
INVESTING ACTIVITIES:
Proceeds from the disposition of property 3 253
Additions to property, plant and equipment (73,356) (4,425)
Other, net (591) (314)
------- -------
Cash utilized in investing activities (73,944) (4,486)
------- -------
FINANCING ACTIVITIES:
Long-term debt:
Borrowings under revolving credit agreement 15,300 800
Borrowing under term loan agreement 57,500 -
Other repayments (10) (126)
Cash dividends:
Common shareholders (193) (193)
Preferred shareholders (604) (604)
------- -------
Cash provided by (utilized in) financing
activities 71,993 (123)
------- -------
NET DECREASE IN CASH BALANCE $ (709) $(1,865)
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Net cash paid for:
Interest $ 612 $ 225
======= =======
Income taxes $ 62 $ 16
======= =======
See accompanying Notes to Consolidated Financial Statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Howell Corporation and Subsidiaries
March 31, 1995 and 1994
Note 1 - Basis of Financial Statement Preparation
The consolidated financial statements included herein have been prepared by
Howell Corporation (the Company) without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission and in accordance with
generally accepted accounting principles. In the opinion of management, all
adjustments (all of which are normal and recurring) have been made which are
necessary for a fair statement of the results of operations for the three months
ended March 31, 1995 and 1994. These consolidated financial statements should
be read in conjunction with the financial statements and notes thereto included
in the Company's latest Form 10-K.
Note 2 - Inventories
The components of inventories at the balance sheet dates are as follows:
March 31, December 31,
1995 1994
(In thousands)
Refined products $1,506 $1,333
Crude oil 1,033 578
Other materials and supplies 525 744
------ ------
$3,064 $2,655
====== ======
In order to mitigate the effects of future price fluctuations, the Company uses
a limited program of hedging its crude oil inventories. Crude oil futures
contracts are used as the hedging tool. Changes in the market value of the
futures transactions are deferred until the gain or loss is recognized on the
hedged transactions.
Note 3 - Acquisition of Oil and Gas Properties
In March 1995, the Company acquired all of the Mississippi operated properties
and certain other assets of Norcen Explorer, Inc., for $5.8 million. The
properties include working interests in six fields with 21 producing wells. The
estimated proved reserves acquired were 961,029 barrels of oil and 1.0 Bcf of
natural gas.
Note 4 - Acquisition of Pipeline Assets
On March 31, 1995, the Company acquired from Exxon Pipeline Company ("Exxon")
two interstate crude oil pipeline systems and one intrastate crude oil pipeline
system. The interstate pipeline systems are located in Florida/Alabama ("Jay
System") and Mississippi/Louisiana ("MS System"). The intrastate system is
located in Texas ("Texas System"). Collectively, the purchase of these
pipelines and related assets comprise the "Exxon Transaction".
The Texas System consists of a 555-mile pipeline system extending from
Groesbeck, Texas, south to Texas City, Texas, and tanks for crude oil storage
with a total capacity of approximately 1.9 million barrels. The Jay System
consists of a 90-mile pipeline system that extends west from Santa Rosa County,
Florida, to Mobile County, Alabama, and includes tanks with approximately 0.2
million barrels of storage capacity. The MS System consists of a 230-mile
pipeline system extending from Jones County, Mississippi, to Baton Rouge,
Louisiana, and includes storage capacity of approximately 0.2 million barrels.
The total negotiated purchase price paid to Exxon for the Exxon Transaction was
$63.5 million. Of this amount, $6.3 million of the purchase price was paid as a
deposit in February 1995 and the remainder at closing of the Exxon Transaction.
The Exxon Transaction was financed through borrowings from banks. See Note 7
below.
Note 5 - Earnings Per Share
Earnings (loss) per common share has been computed by dividing net earnings
(loss), after reduction for preferred stock dividends, by the weighted average
number of common shares outstanding. Shares issuable in connection with stock
options are not included in the per share computations since their dilutive
effect is less than 3%. Earnings per share assuming full dilution does not
result in a difference from earnings per share assuming no dilution. The common
shares issuable upon conversion of the convertible preferred stock are anti-
dilutive, and the common shares issuable in connection with stock options result
in a dilutive effect of less than 3%.
Note 6 - Income Taxes
The effective tax rate for the first quarter of 1995 and 1994 was 33% and 30%,
respectively.
Note 7 - Debt and Available Credit Facilities
On March 31, 1995, the Company replaced the Credit Facility and the LC Facility,
as described in Note 5 of Notes to Consolidated Financial Statements in the
Company's Annual Report on Form 10-K for the year ended December 31, 1994, with
two new credit facilities. The Credit Facility was replaced with a new credit
facility among Howell Petroleum Corporation and Bank One, Texas, N.A., Bank of
Montreal, Compass Bank - Houston and Den norske Bank AS (the "HPC Credit
Facility"). The borrowing base under the HPC Credit Facility was $43.3 million
at March 31, 1995, and will decline by $0.8 million monthly beginning May 1,
1995, until such time as it is redetermined. The borrowing base is reviewed
semi-annually by the banks with mandatory payments if the borrowing base, as
determined solely by the banks based on the Company's interest in proved oil and
gas reserves, is less than the outstanding balance on the loan. The HPC Credit
Facility provides for a revolving period until June 1, 1997, with interest to be
paid monthly at the rate selected by the Company of either (1) a Floating Base
Rate (as defined in the HPC Credit Facility) that is generally the prevailing
prime rate or (2) a rate based on LIBOR. At the end of the revolving period,
the revolving loan converts automatically to a four-year term loan, with
principal payments to be made in sixteen quarterly installments along with
accrued interest on the unpaid principal balance at a rate equal to the prime
rate. The HPC Credit Facility also provides for the issuance of letters of
credit in an amount up to $5.0 million. The amount of letters of credit
outstanding reduces the amount of the available commitment.
The HPC Credit Facility is collateralized by mortgages on substantially all of
the Company's producing oil and gas properties, the common stock of Howell
Petroleum Corporation (HPC), the common stock of Howell Crude Oil Company (HCO)
and the guarantee of the Company. There is no compensating balance requirement,
and the HPC Credit Facility carries a commitment fee of 3/8% on the available
portion of the commitment. Material covenants and restrictions include
requirements to maintain a current ratio of current assets plus the available
portion of the commitment to current liabilities, as defined in the HPC Credit
Facility, of at least 1:1, to maintain tangible net worth, as defined in the HPC
Credit Facility, of a floating amount that was $65.7 million at March 31, 1995,
and to prohibit certain defined types of additional indebtedness and the
granting of certain liens on the Company's assets without the banks' approval.
The LC Facility was replaced with a new credit facility among Howell Crude Oil
Company, Bank One, Texas, N.A., Bank of Montreal, Compass Bank - Houston and Den
norske Bank AS (the "HCO Credit Facility"). The HCO Credit Facility provides
for a term loan in an amount of $57.5 million and for the issuance of letters of
credit in the aggregate not to exceed the lesser of the commitment of $15
million or the Borrowing Base, as defined in the HCO Credit Facility. At March
31, 1995, the Borrowing Base was $16.3 million.
Repayment of the term loan will occur over a period not to exceed seven years.
Beginning in July 1995, the Company will make payments in quarterly installments
of $1.4 million. In addition, the Company is required to make additional
repayments of the term loan, beginning in the second quarter of 1996, equal to
60% of Excess Cash Flow, as defined in the HCO Credit Facility. Interest will
be paid monthly at the rate selected by the Company of either (1) a Floating
Base Rate (as defined in the HCO Credit Facility) that is generally the
prevailing prime rate or (2) a rate based on LIBOR.
The HCO Credit Facility carries a commitment fee of 1/4% on the available
portion of the commitment for letters of credit. There is no compensating
balance requirement. The HCO Credit Facility is collateralized by the inventory
and accounts receivable of HCO, the pipeline properties acquired in the Exxon
Transaction, the common stock of HCO and its subsidiaries, the common stock of
HPC, and the guarantee of the Company.
Note 8 - Commitments and Contingent Liabilities
Information about the Company's commitments and contingent liabilities is
included in Notes 8 and 9 to the consolidated financial statements contained in
the Company's 1994 Annual Report on Form 10-K. There were no significant
changes to such information during the first quarter of 1995.
PART I. FINANCIAL INFORMATION
(ITEM 2)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company's principal business segments are oil and gas exploration and
production, crude oil marketing, technical fuels and chemical processing, and
transportation. Results of operations by segment for the three months ended
March 31, 1995 and 1994 are presented below and discussed in the following
sections. The "Other" segment includes primarily depreciation and amortization
of certain assets not directly related to those segments identified above.
Selling, general and administrative expenses incurred by each business segment
are included in the determination of the operating profit (loss) for that
business segment. General corporate expenses comprise the balance of selling,
general and administrative expenses.
Three Months Ended March 31,
1995 1994
(In thousands)
Revenues
Oil and gas exploration and production $ 7,546 $ 6,960
Crude oil marketing 138,880 76,521
Technical fuels and chemical processing 7,697 7,200
Transportation 3,962 2,517
Intersegment Sales (6,569) (5,524)
-------- -------
$151,516 $87,674
======== =======
Earnings
Oil and gas exploration and production $ 1,712 $ 1,075
Crude oil marketing 513 373
Technical fuels and chemical processing 262 295
Transportation 336 271
Other (65) (105)
-------- -------
Operating profit 2,758 1,909
General corporate expense (921) (873)
Other income (expense) (588) (531)
-------- -------
Earnings before income taxes 1,249 505
Provision for income taxes 417 153
-------- -------
Net earnings $ 832 $ 352
======== =======
Oil & Gas Exploration and Production
Revenues of the oil and gas exploration and production segment for the three
months ended March 31, 1995 and 1994 were as follows:
Three Months Ended March 31,
1995 1994
(In thousands)
Sales of oil and natural gas $6,503 $5,827
Sales of LaBarge other products 537 640
Gas marketing 419 382
Minerals leasing and other 87 111
------ ------
Total revenues $7,546 $6,960
====== ======
Production and sales price per unit data for the three months ended March 31,
1995 and 1994 were as follows:
Three Months Ended March 31,
1995 1994
(In thousands)
Production:
Crude oil (bbls per day) 3,493 3,554
Natural gas (Mcf per day) 9,223 9,758
Natural gas liquids (bbls per day) 232 211
Sales prices:
Crude oil (per bbl) $15.90 $12.51
Natural gas (per Mcf) 1.47 1.92
Natural gas liquids (per bbl) 9.84 7.85
Revenues from the sales of crude oil and natural gas increased due primarily to
a 27% increase in the average sales price of the Company's crude oil production.
The effect on the Company's revenues of this rise in price was partially
mitigated by a decrease in the volume and sales price of the Company's natural
gas production.
Operating profit of the oil and gas exploration and production segment in the
first quarter of 1995 was $1.7 million, an increase of $0.7 million from the
first quarter of 1994. This improvement can be atrributed primarily to the
improved revenues discussed above. A small reduction in G&A costs in the first
quarter of 1995 when compared to the first quarter of 1994 was offset by a
similar increase in depreciation, depletion and amortization between the two
periods.
Crude Oil Marketing
Operating profit of the crude oil marketing segment increased $0.1 million when
compared to the prior year period. This increase in profit can be attributed to
a higher level of activity than in the 1994 period. The Company marketed
approximately 45% more barrels than in the first quarter of 1994. The margin on
these additional barrels resulted in higher operating profits. The increase in
barrels combined with a more than $3 per barrel increase in oil prices between
the two periods resulted in the 81% increase in revenues for this segment.
Technical Fuels and Chemical Processing
The technical fuels and chemical processing segment reported an operating profit
of $0.3 million for the first quarter of 1995, the same operating profit as
reported for the 1994 quarter. A slight decrease in the volume of research and
reference fuels sold in the 1995 period was offset by higher levels of chemical
toll processing revenues. The decline in fuels sold resulted from the timing of
purchases by customers.
Transportation
Operating profit of the transportation segment increased 24% on a 57% increase
in revenues in the 1995 first quarter when compared to the 1994 period.
Operating problems in the plant of a major customer resulted in decreased
utilization of the Company's transportation fleet. Fixed operating costs did
not decline with the utilization decrease, resulting in higher average costs per
dollar of revenue in the 1995 quarter.
Other Income (Expense)
Interest expense increased 23% in the first quarter of 1995 when compared to the
first quarter of 1994. The majority of this increase can be attributed to
higher market interest rates. In the 1995 quarter, market interest rates
averaged more than 2.5% greater than in the 1994 period. Since the majority of
the Company's debt bears interest at market interest rates, this increase in
rates negatively impacted the Company.
Provision for Income Taxes
The effective tax rate was 33% and 30% in the first quarter of 1995 and 1994,
respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company generated cash from operating activities in the first quarter of
1995 of $1.2 million. During this quarter, the Company utilized the cash flow
generated from operations, $0.2 million of the cash on hand at December 31,
1994, and net borrowings of $72.8 million to invest $73.4 million in additions
to property, plant and equipment and to pay $0.8 million of cash dividends to
common and preferred shareholders.
The additions to property, plant and equipment consisted primarily of the
acquisition of all of the Mississippi operated oil and gas properties and
certain other assets of Norcen Explorer, Inc. (Norcen) for $5.8 million and the
acquisition of three crude oil pipeline systems from Exxon Pipeline Company
(Exxon) for $63.5 million.
These acquisitions were financed by two new credit facilities that replaced the
existing Credit Facility and LC Facility described in Note 5 of Notes to
Consolidated Financial Statements in the Company's Annual Report on Form 10-K
for the year ended December 31, 1994.
The Credit Facility was replaced with a new credit facility among Howell
Petroleum Corporation and Bank One, Texas, N.A., Bank of Montreal, Compass Bank
- - Houston and Den norske Bank AS (the "HPC Credit Facility"). The borrowing
base under the HPC Credit Facility was $43.3 million at March 31, 1995, and will
decline by $0.8 million monthly beginning May 1, 1995, until such time as it is
redetermined. The borrowing base is reviewed semi-annually by the banks with
mandatory payments if the borrowing base, as determined solely by the banks
based on the Company's interest in proved oil and gas reserves, is less than the
outstanding balance on the loan. The HPC Credit Facility provides for a
revolving period until June 1, 1997, with interest to be paid monthly at the
rate selected by the Company of either (1) a Floating Base Rate (as defined in
the HPC Credit Facility) that is generally the prevailing prime rate or (2) a
rate based on LIBOR. At the end of the revolving period, the revolving loan
converts automatically to a four-year term loan, with principal payments to be
made in sixteen quarterly installments along with accrued interest on the unpaid
principal balance at a rate equal to the prime rate. The HPC Credit Facility
also provides for the issuance of letters of credit in an amount up to $5.0
million. The amount of letters of credit outstanding reduces the amount of the
available commitment.
The HPC Credit Facility is collateralized by mortgages on substantially all of
the Company's producing oil and gas properties, the common stock of Howell
Petroleum Corporation (HPC), the common stock of Howell Crude Oil Company (HCO)
and the guarantee of the Company. There is no compensating balance requirement,
and the HPC Credit Facility carries a commitment fee of 3/8% on the available
portion of the commitment. Material covenants and restrictions include
requirements to maintain a current ratio of current assets plus the available
portion of the commitment to current liabilities, as defined in the HPC Credit
Facility, of at least 1:1, to maintain tangible net worth, as defined in the HPC
Credit Facility, of a floating amount that was $65.7 million at March 31, 1995,
and to prohibit certain defined types of additional indebtedness and the
granting of certain liens on the Company's assets without the banks' approval.
The LC Facility was replaced with a new credit facility among Howell Crude Oil
Company, Bank One, Texas, N.A., Bank of Montreal, Compass Bank - Houston and Den
norske Bank AS (the "HCO Credit Facility"). The HCO Credit Facility provides
for a term loan in an amount of $57.5 million and for the issuance of letters of
credit in the aggregate not to exceed the lesser of the commitment of $15
million or the Borrowing Base, as defined in the HCO Credit Facility. At March
31, 1995, the Borrowing Base was $16.3 million.
Repayment of the term loan will occur over a period not to exceed seven years.
Beginning in July 1995, the Company will make payments in quarterly installments
of $1.4 million. In addition, the Company is required to make additional
repayments of the term loan, beginning in the second quarter of 1996, equal to
60% of Excess Cash Flow, as defined in the HCO Credit Facility. Interest will
be paid monthly at the rate selected by the Company of either (1) a Floating
Base Rate (as defined in the HCO Credit Facility) that is generally the
prevailing prime rate or (2) a rate based on LIBOR.
The HCO Credit Facility carries a commitment fee of 1/4% on the available
portion of the commitment for letters of credit. There is no compensating
balance requirement. The HCO Credit Facility is collateralized by the inventory
and accounts receivable of HCO, the pipeline properties acquired in the Exxon
Transaction, the common stock of HCO and its subsidiaries, the commmon stock of
HPC and the guarantee of the Company.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10.1 Credit Agreement Among Howell Petroleum Corporation, as Borrower, Bank
One, Texas, N.A. as Agent and as a Lender, Bank of Montreal, as a Lender,
Compass Bank - Houston as a Lender and Den norske Bank AS, as a Lender, dated as
of March 31, 1995.
10.2 Guaranty by Howell Corporation in Favor of Bank One, Texas, National
Association, as Agent, dated as of March 31, 1995 - Credit Facility to Howell
Petroleum Corporation
10.3 Credit Agreement Among Howell Crude Oil Company, as Borrower, Bank
One, Texas, N.A. as Agent and as a Lender, Bank of Montreal, as a Lender,
Compass Bank - Houston as a Lender and Den norske Bank AS, as a Lender, dated as
of March 31, 1995.
10.4 Guaranty by Howell Corporation in Favor of Bank One, Texas, National
Association, as Agent, dated as of March 31, 1995 - Credit Facility to Howell
Crude Oil Company.
10.5 Guaranty by Howell Pipeline Texas, Inc., in Favor of Bank One, Texas,
National Association, as Agent, dated as of March 3,1 1995 - Credit Facility to
Howell Crude Oil Company.
10.6 Guaranty by Howell Pipeline USA, Inc. in Favor of Bank One, Texas,
National Association, as Agent, dated as of March 31, 1995 - Credit Facility to
Howell Crude Oil Company.
11 Computation of Earnings per Share
(b) Reports on Form 8-K
A report on Form 8-K was filed on March 6, 1995, announcing that the
Registrant had signed a Purchase and Sale Agreement with Exxon Pipeline Company
to acquire three crude oil pipelines.
A report on Form 8-K was filed on March 28, 1995, announcing that the
Registrant had purchased all of the Mississippi operated properties and certain
other assets of Norcen Explorer, Inc.
SIGNATURE
Pursuant to the requirements 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)
Date: May 11, 1995 /s/ Allyn R. Skelton, II
------------------------
Allyn R. Skelton, II
Senior Vice President & Chief Financial Officer
(Principal Financial and Accounting Officer)