SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
July 18, 1996
___________________
HOWELL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
1-8704 74-1223027
(Commission File Number) (I.R.S. Employer 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
Item 5. Other Events
On July 18, 1996, the Registrant issued a press release announcing that the
Registrant had signed a letter of intent with Basis Petroleum, Inc., a wholly-
owned subsidiary of Salomon, Inc., covering the contributions of their
respective crude oil gathering, marketing and transportation activities to form
a Master Limited Partnership. A copy of the press release is enclosed herewith
and incorporated herein by reference.
On July 23, 1996, the Registrant issued a press release announcing that the
Registrant had signed a letter of intent to sell the common stock of Howell
Transportation Services, Inc., to an investor group lead by the current
management of that Company. A copy of the press release is enclosed herewith
and incorporated herein by reference.
SIGNATURES
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 hereunto duly authorized.
HOWELL CORPORATION
(Registrant)
Date: July 26, 1996 By /s/ ALLYN R. SKELTON, II
-------------------------------------
Allyn R. Skelton, II
Senior Vice President and
Chief Financial Officer
For Immediate Release Contact: Allyn R. Skelton, II
Senior Vice President &
Chief Financial Officer
(713) 658-4070
HOWELL TO FORM CRUDE OIL MARKETING AND TRANSPORTATION MASTER LIMITED PARTNERSHIP
WITH BASIS PETROLEUM, INC.
HOUSTON, TEXAS, July 18, 1996 -- HOWELL CORPORATION (HWL:NYSE; HWLLP:NASDAQ)
today announced the signing of a Letter of Intent with Basis Petroleum, Inc.
("Basis"), a wholly-owned subsidiary of Salomon, Inc. ("Salomon"), covering the
contributions by Howell and Basis of their respective crude oil gathering,
marketing and transportation activities to form a Master Limited Partnership
("MLP"). Later this year, interests in the MLP will be offered for sale to the
public pursuant to a prospectus. The Letter of Intent is subject to the
negotiation of a Definitive Agreement, to customary due diligence and to
regulatory review.
The assets that Howell will contribute include its crude oil gathering,
marketing and pipeline assets, as well as the crude oil trucking portion of its
transportation segment. Most of Howell's gathering assets are concentrated
along the Gulf Coast in Texas, Mississippi, Alabama and Florida. Basis will
contribute its crude oil gathering, marketing and trading assets. Basis'
operations are mostly in Texas, New Mexico, Louisiana and Oklahoma. Basis will
own 54% of the new entity, and Howell will own 46%. The combination of these
assets will establish a new entity (with annual revenues of approximately $4
billion) with the geographical scope and experienced management to become one of
the largest and most efficient players in this segment of the industry.
Paul N. Howell, President and Chief Executive Officer, stated "We are excited
about the combination of these two successful operations and the opportunity
that it presents. While Salomon's subsidiary, Basis Petroleum, will have a
slightly higher percentage interest than will Howell, we view this transaction
as a merger of compatible equals with true synergistic potential. Howell will
have a 46% ownership of the General Partner plus a subordinated residual
interest in the MLP. Proceeds from the public offering attributable to Howell's
interest in the MLP will be used to significantly reduce debt and to support the
growth of our core business. The combination is in keeping with our stated
intent to narrow the focus of Howell's operations to oil and gas exploration and
production."
Howell Corporation is an independent energy company engaged in oil and gas
exploration, production, marketing and transportation.
# # #
For Immediate Release Contact: Allyn R. Skelton, II
Senior Vice President &
Chief Financial Officer
(713) 658-4070
HOWELL CORPORATION TO SELL TRANSPORTATION UNIT
HOUSTON, TEXAS, JULY 23, 1996 -- HOWELL CORPORATION (HWL:NYSE; HWLLP:NASDAQ)
announced today the signing of a Letter of Intent covering the sale of the stock
of Howell Transportation Services, Inc., to an investor group lead by the
current management of that company. The Letter of Intent is subject to the
negotiation of a Definitive Agreement and customary due diligence. The proposed
transaction is additionally subject to the successful formation of the
previously announced Master Limited Partnership between the Company's crude oil
marketing unit and Basis Petroleum, Inc.
The sale of the transportation unit to its current management will transfer
the remaining transportation and logistics assets that would be left after the
formation of the Master Limited Partnership. This sale will complete the
divestment process in keeping with our stated intent to narrow the focus of
Howell's operations to oil and gas exploration and production.
Howell Corporation is an independent energy company engaged in oil and gas
exploration, production, marketing and transportation.
# # #