BLUE DOLPHIN ENERGY COMPANY
ELEVEN GREENWAY PLAZA, SUITE 1606
HOUSTON, TEXAS 77046
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 11, 1995
To the Stockholders of
Blue Dolphin Energy Company:
You are cordially invited to attend the Annual Meeting of
Stockholders (the "Annual Meeting") of Blue Dolphin Energy Company (the
"Company") to be held in Houston, Texas, on May 11, 1995, at 10:00 a.m.,
Central Daylight Time, in the eighth floor conference room at the
offices of Bank One, Texas, N.A., 910 Travis, Houston, Texas 77002, for
the following purposes:
1. To elect five persons to serve as Directors of the Company to hold
office until the next annual meeting of stockholders or until their
successors are duly elected and qualified, or until their earlier
resignation or removal.
2. To transact such other business as may properly come before the
Annual Meeting, or any adjournment or postponement thereof.
Stockholders of record at the close of business on March 21, 1995, are
entitled to notice of and to vote at the Annual Meeting, or any
adjournment or postponement thereof.
Since many stockholders are not able to attend the Annual Meeting,
the Board of Directors solicits proxies so that those who cannot attend
and who wish their stock voted may do so. You are requested to sign,
date and mail promptly the enclosed proxy for which a stamped return
envelope is provided.
For the Board of Directors
MICHAEL J. JACOBSON,
President and Chief Executive Officer
Houston, Texas
April 14, 1995
WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE ANNUAL MEETING, YOU ARE
URGED TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY. IF YOU ATTEND
THE ANNUAL MEETING, YOU MAY VOTE EITHER IN PERSON OR BY YOUR PROXY.
BLUE DOLPHIN ENERGY COMPANY
ELEVEN GREENWAY PLAZA, SUITE 1606
HOUSTON, TEXAS 77046
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 11, 1995
This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of Blue
Dolphin Energy Company, a Delaware corporation (the "Company"), from
holders of the Common Stock, $.01 par value per share ("Common Stock"),
and Series A Convertible Preferred Stock, $.10 par value per share
("Preferred Stock"), for use at the Annual Meeting of Stockholders or at
any adjournment or postponement thereof (such meeting and any
adjournment or postponement thereof is referred to herein as the "Annual
Meeting"). The Annual Meeting is to be held on May 11, 1995, at 10:00
a.m., Central Daylight Time, in the eighth floor conference room at the
offices of Bank One, Texas, N.A., 910 Travis, Houston, Texas 77002, for
the purpose of considering and voting upon the matters set forth in the
accompanying Notice of Annual Meeting of Stockholders ("Notice").
A proxy in the form accompanying this Proxy Statement, when
properly executed and returned, will be voted in accordance with the
directions specified on the proxy, and otherwise in accordance with the
judgment of the persons designated therein as proxies. Any proxy that
does not withhold authority to vote or on which no other instructions
are given will be voted for the election of the Nominees named herein to
the Board of Directors. Any proxy may be revoked at any time before it
is exercised by delivering to the Secretary of the Company written
notice of revocation, or by duly executing a proxy bearing a later date,
or by voting in person at the Annual Meeting.
This Proxy Statement, and the accompanying Notice and form of
proxy, are being mailed to stockholders on or about April 14, 1995. The
Annual Report to Stockholders of the Company, for the year ended
December 31, 1994, is also being mailed to stockholders
contemporaneously with this Proxy Statement.
This solicitation of proxies is being made on behalf of the
Company's Board of Directors. Proxies will be solicited primarily by
mail, but employees of the Company may also solicit proxies in person or
by telephone. Arrangements may be made with brokerage houses or other
custodians, nominees, and fiduciaries to send proxy material to the
beneficial owners of the Common Stock and Preferred Stock and the
Company will reimburse them for their reasonable expenses incurred in
this connection. All costs incurred in the solicitation of proxies will
be borne by the Company.
At the date of this Proxy Statement, management of the Company does
not know of any business to be presented at the Annual Meeting other
than those matters which are set forth in the Notice. If any other
business should properly come before the Annual Meeting, it is intended
that the shares of Common Stock and Preferred Stock represented by any
of the proxies solicited hereby will be voted with respect to such
business in accordance with the judgment of the persons named in the
proxy.
VOTING
The Board of Directors has fixed the close of business on March 21,
1995, as the record date (the "Record Date"), for the determination of
stockholders entitled to notice of, and to vote at, the Annual Meeting.
A complete list of all stockholders entitled to vote at the Annual
Meeting will be open for examination by any stockholder during normal
business hours for a period of ten days prior to the Annual Meeting at
the offices of the Company, Eleven Greenway Plaza, Suite 1606, Houston,
Texas 77046. As of March 21, 1995, there were outstanding 34,442,450
shares of Common Stock and 14,560,475 shares of Preferred Stock.
Stockholders will be entitled to one vote per share of Common Stock and
one vote per share of Preferred Stock held of record on the Record Date
on each matter to be presented at the Annual Meeting. The holders of a
majority of the total shares of Common Stock and Preferred Stock issued
and outstanding, whether present in person or represented by proxies,
will constitute a quorum for the transaction of business at the Annual
Meeting.
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the number of members of the
Board of Directors, currently five members, shall be determined by the
Board of Directors. The members of the Board of Directors serve for one
year terms. A majority of the votes cast by the stockholders present
and entitled to vote at the Annual Meeting, in person or by proxy, is
necessary for the election of Directors. Accordingly, an abstention
will have the same effect as a negative vote but, because shares held by
brokers will not be considered entitled to vote on matters as to which
the brokers withhold authority, a broker non-vote will have no effect on
the vote. Pursuant to the terms of the Preferred Stock, the holders of
the Preferred Stock are entitled to elect a majority of the Company's
Board of Directors as the Company has not declared or paid dividends on
the Preferred Stock for the past four years. As of the date of this
Proxy Statement holders of the Preferred Stock have not elected to
exercise such right.
NOMINEES
Messrs. Chadwick, Hysing-Dahl, Kaffie, Porter and Siem (the
"Nominees") have been nominated by the Board of Directors to serve as
Directors until the next annual meeting of stockholders, or in each
case, until their successors have been duly elected and qualified, or
until their earlier resignation or removal. Each is currently a
Director of the Company. It is intended that all shares of Common Stock
and Preferred Stock represented by the proxies will be voted for the
election of the Nominees, except where authority to vote in the election
of Directors has been withheld. Each Nominee has consented to be
nominated and has expressed his intention to serve if elected and the
Board of Directors has no reason to believe that any of the Nominees
will be unable or unwilling to serve if elected. However, should any
Nominee become unable or unwilling to serve as a Director at the time of
the Annual Meeting, the person or persons exercising the proxies will
vote for the election of a substitute Nominee designated by the Board of
Directors. Pursuant to the Company's Bylaws, nominations for election
to the Board of Directors must be received by the Company at least 90
days prior to the anniversary date of the preceding year's annual
meeting of stockholders. The Company received no such nominations and
as a result only the Nominees or substitute Nominees designated by the
Board of Directors will be eligible to stand for election as Directors
at the Annual Meeting. See "Nominations and Proposals by Stockholders
for the 1996 Annual Meeting".
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR"
THE ELECTION OF THE NOMINEES.
DIRECTORS AND EXECUTIVE OFFICERS
The following table provides information with respect to the
Nominees, including all current Directors who are Nominees, and
executive officers of the Company.
Position
Name Age Position Held Since
--------- --- ------------------- ----------
Michael S. Chadwick 43 Director 1992
William D. Fisher 47 Senior Vice President 1990
Christian Hysing-Dahl 40 Director 1992
Michael J. Jacobson 48 President 1990
Harris A. Kaffie 45 Director 1989
Roland B. Keller 56 Executive Vice President 1990
G. Brian Lloyd 36 Secretary/Treasurer 1989
Daniel B. Porter 38 Director 1989
Ivar Siem 48 Chairman of the Board, 1989
Director
The following is a brief description of the background and principal
occupation of each Nominee and executive officer:
IVAR SIEM - Chairman of the Board of Directors and a Nominee - Mr.
Siem holds a Bachelor of Science Degree in Mechanical Engineering from
the University of California, Berkeley, and has completed the executive
MBA program at Amos Tuck School of Business, Dartmouth University.
Since 1985, he has been an international consultant in energy,
technology and finance. He is a member of the Board of Directors of
several privately held companies and since 1993 served as a Director of
Norex (America) Inc., a publicly traded company. Mr. Siem has served as
a Director and President of Dolphin Pipeline, Inc., Director of Business
Development for Norwegian Petroleum Consultants, a Norwegian consulting
firm for the offshore oil and gas industry, and as an independent
consultant to the oil and gas exploration and production industry based
in London, England. Previously, Mr. Siem managed the U.S. oil and gas
investments for the Fred. Olsen interests of Oslo, Norway. He served as
President of Fred. Olsen, Inc., an independent oil and gas exploration
and production company in Houston, Texas. Additionally, he served as
President of Dolphin International, Inc., an offshore drilling
contractor, also based in Houston, Texas. Mr. Siem has served as a
Director and Chairman of the Board of the Company since December 14,
1989.
MICHAEL S. CHADWICK - Director and a Nominee - Mr. Chadwick holds a
Bachelor of Arts Degree in Economics from the University of Texas at
Austin and a Master of Business Administration Degree from Southern
Methodist University. He has been engaged in the commercial and
investment banking business for the past 20 years. He has served as Vice
President of a predecessor to NationsBank-Texas, from 1975 to 1978, and
as Vice President in the Corporate Finance Departments of Underwood,
Neuhaus & Co., from 1978 to 1984, and Lovett Mitchell Webb & Garrison,
Inc., from 1984 to 1988, both investment banking firms. From early 1988
to July 1994, Mr. Chadwick was President and Managing Director of
Chadwick, Chambers & Associates, Inc., a private merchant and investment
banking firm in Houston, Texas, which he founded in 1988. In August
1994, Mr. Chadwick joined Sanders Morris Mundy Inc., an investment
banking and financial advisory firm, as Senior Vice President and
Managing Director in the Corporate Finance Department. Mr. Chadwick
serves on the Boards of Directors of Moody - Price, Inc., Watermarc Food
Management Company and Brazos Sportswear, Inc. Mr. Chadwick has served
as a Director of the Company since May 19, 1992.
CHRISTIAN HYSING-DAHL - Director and a Nominee - Mr. Hysing-Dahl
received a Master of Management Degree from Oslo (Norway) Business
School in 1979. Mr. Hysing-Dahl served as a bank credit officer for
Bergen Bank, Bergen, Norway, for five years before joining A/S Investa,
a venture capital and investment company and formerly a principal
shareholder of the Company, in 1985. He was Assistant Vice President of
A/S Investa from 1986 to 1993 and served as Managing Director of Invento
A/S, a venture capital and investment company, and as Chairman of the
Board of Directors of PS-Gruppen, Nordic Technology Corporation and
Marine Farms. Mr. Hysing-Dahl serves as a Director of Norsk Rehab
Gruppen and since 1993 as a portfolio manager for Vital Forsikring A/S,
one of Norway's leading life insurance companies. Mr. Hysing-Dahl has
served as a Director of the Company since May 19, 1992.
HARRIS A. KAFFIE - Director and a Nominee - Mr. Kaffie received a
Bachelor of Business Administration Degree from Southern Methodist
University in 1972. Mr. Kaffie currently serves as an Advisory Director
of NationsBank Corpus Christi and Director of CCGM, L. P., since 1982.
From 1991 to March 1995, Mr. Kaffie served as an owner and manager of
Petroport, L.C., a company engaged in the development of an offshore oil
port and storage facility. He is a partner in Kaffie Brothers, a real
estate, farming and ranching company. Mr. Kaffie has served as a
Director of the Company since December 14, 1989.
DANIEL B. PORTER - Director and a Nominee - Mr. Porter received a
Bachelor of Science Degree in Marketing from the University of Houston
in 1979. From 1980 to 1982, Mr. Porter served as Manager of Contract
Administration and Corporate Secretary of Coronado Transmission Company.
In 1982, Mr. Porter co-founded CCGM, L.P., a gas transmission, storage
and marketing company. Currently, Mr. Porter is the President and Chief
Executive Officer of CCGM, Inc., the General Partner of CCGM,L.P. Mr.
Porter has served as a Director of the Company since December 14, 1989.
MICHAEL J. JACOBSON - President and Chief Executive Officer - Mr.
Jacobson holds a Bachelor of Science Degree in Finance from the
University of Colorado. Mr. Jacobson has been associated with the
energy industry since 1968, serving in various senior management
capacities since 1980. He served as Senior Vice President and Chief
Financial and Administrative Officer for Creole International, Inc., and
it's subsidiaries, international providers of engineering and technical
services to the energy sector, as well as Vice President of Operations
for the parent holding company, from 1985 until joining the Company in
January 1990. He has also served as Vice President and Chief Financial
Officer of Volvo Petroleum, Inc., and for certain Fred. Olsen, oil and
gas interests. Mr. Jacobson began his career with Shell Oil Company,
where he served in various analytical and management capacities in the
exploration and production organization during the period 1968 through
1974. He has been a member of several Boards of Directors, including
Volvo Petroleum, Inc., W.L. Somner Company, Inc., and Flagstaff
Corporation. Mr. Jacobson has served as President and Chief Executive
Officer of the Company since January 29, 1990.
ROLAND B. KELLER - Executive Vice President, Operations - Mr. Keller
holds Bachelor of Science and Master of Science degrees in Geology from
the University of Florida. Mr. Keller has been associated with the
energy industry since 1962, serving in senior management capacities
since 1976. Prior to joining the Company in September 1990, he served
as Senior Vice President - Exploration for Sandefer Oil and Gas Company,
an independent oil and gas company, since 1982. He has also served as
Vice President - Exploration and Production for Volvo Petroleum, Inc.,
from 1980 to 1982, and Vice President and Division Manager for Florida
Exploration Co., from 1976 to 1980. Mr. Keller began his career with
Amoco Production Co., serving in various technical and management
capacities from 1962 through 1976. Mr. Keller has served as Executive
Vice President - Operations of the Company since September 4, 1990.
WILLIAM D. FISHER - Senior Vice President, Business Development - Mr.
Fisher holds a Bachelor of Business Administration Degree from Texas
Tech University and a Juris Doctorate from South Texas College of Law.
Mr. Fisher served as a law clerk to the Chief Justice of the United
States Court of Appeals, Fifth Circuit, from February 1975 to August
1976, and as a Staff Attorney and Senior Attorney, from August 1976 to
October 1985, for United Gas Pipeline Co. Mr. Fisher has also served as
Director of Market Development for United Texas Transmission Co. Prior
to joining the Company in June 1990, he served as Vice President of Gas
Sales for Coastal Oil and Gas Corporation, since 1987. Mr. Fisher has
served as Senior Vice President - Business Development of the Company
since June 1, 1990.
G. BRIAN LLOYD - Secretary and Treasurer - Mr. Lloyd received a
Bachelor of Science Degree in Finance from Miami University, Oxford,
Ohio in 1982 and attended the University of Houston in 1983 and 1984.
Mr. Lloyd is a Certified Public Accountant and has been employed by the
Company since December 1985. Before joining the Company, he was
employed as an accountant for DeNovo Oil and Gas Inc., an independent
oil and gas company. He was appointed Secretary of the Company on May
1, 1989 and Treasurer on September 1, 1989.
There are no family relationships between any Nominee or executive
officer.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During 1994, the Board of Directors of the Company held five meetings.
Each Director attended at least 80% of the aggregate of the total number
of meetings of the Board of Directors and the total number of meetings
held by all committees on which he served. The Audit Committee
consisting of Messrs. Siem, Chadwick and Hysing-Dahl, met two times
during the last fiscal year. The Audit Committee's duties include
overseeing the Company's financial reporting and internal control
functions. The Compensation Committee, consisting of Messrs. Siem,
Kaffie, Porter and Jacobson, met one time during the last fiscal year.
The Compensation Committee's duties are to oversee and set compensation
policy and to administer the Company's stock option plan. The Company
does not have a nominating committee.
COMPENSATION OF DIRECTORS
Fees payable to non-employee members of the Board of Directors are
$300 per meeting attended in person, and $100 per telephone meeting in
which the Director participated. No additional remuneration is paid to
such Directors for committee meetings attended, except that such
Directors are entitled to be reimbursed for accountable expenses.
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid to the
executive officers of the Company, whose cash compensation exceeded
$100,000 for services rendered to the Company, and the number of stock
options granted, during the years indicated:
SUMMARY COMPENSATION TABLE*
Name and Annual No. of Stock
Principal Position Year Salary Options Granted
Michael J. Jacobson 1994 $170,000 175,000
President and Chief 1993 $157,500 120,000
Executive Officer 1992 $150,000 350,000
Roland B. Keller 1994 $117,500 100,000
Executive Vice 1993 $105,000 50,000
President-Operations 1992 $ 95,000 200,000
William D. Fisher 1994 $121,875 75,000
Senior Vice President - 1993 $113,500 50,000
Business Development 1992 $107,000 60,000
*Excludes certain personal benefits, the aggregate value of which do
not exceed 10% of the compensation shown for each person.
OPTION GRANTS IN LAST FISCAL YEAR
% of Total
Options Granted Exercise
Options to Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Share) Date
--------- ----------- ---------------- ---------- ------------
Michael J. Jacobson 175,000 23.81 0.2922 August 9, 1999
Roland B. Keller 100,000 13.61 0.2922 August 9, 1999
William D. Fisher 75,000 10.20 0.2922 August 9, 1999
AGGREGATED OPTIONS/EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Value of Unexercised
Number of Unexercised In-the-Money Options
Shares Acquired Value Options at FY-End (#) at FY-End ($)
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
------- --------------- ------------ ----------- ------------- ----------- -------------
Michael J. Jacobson 156,667 20,603 0 331,666 0 8,937
Roland B. Keller 0 0 58,334 216,666 4,895 9,790
William D. Fisher 70,001 15,260 0 145,000 0 4,322
OWNERSHIP OF SECURITIES OF THE COMPANY
The following table sets forth, as of March 21, 1995, certain
information with respect to the beneficial ownership of shares of the
Company's Common Stock and Preferred Stock (the only classes of voting
securities of the Company) as to (i) all persons known by the Company to
be beneficial owners of 5% or more of the outstanding shares of Common
Stock or Preferred Stock, (ii) each Director and Nominee, (iii) each
executive officer named in the Summary Compensation Table, and (iv) all
executive officers and Directors, as a group. Unless otherwise
indicated, each of the following persons has sole voting and dispositive
power with respect to such shares.
Amount and Percent
Nature of Of Class
Name of Type of Beneficial or Combined
Beneficial Owner Securities Ownership (1) Classes (2)
Colombus Petroleum Common 20,688,117 (4) 40.9
Limited, Inc. (3) Preferred 9,142,209 62.8
Combined 29,830,326 (4) 45.8
Columbus Petroleum, Common 3,480,334 10.1
Ltd. (5) Preferred 1,413,750 9.7
Combined 4,894,084 10.0
Nordic Technology Common 1,467,191 4.3
Corporation A/S (6) Preferred 978,750 6.7
Combined 2,445,941 5.0
Ivar Siem Common 4,705,596 (7)(8)(9) 13.6
Preferred 1,837,368 (7) 12.6
Combined 6,542,964 (7)(8)(9) 13.3
Harris A. Kaffie Common 7,171,241 (9) 20.8
Preferred 1,277,543 8.8
Combined 8,448,784 (9) 17.2
Daniel B. Porter Common 1,443,557 (9) 4.2
Preferred 679,957 4.7
Combined 2,123,514 (9) 4.3
Christian Hysing-Dahl Common 185,001 (9) *
Combined 185,001 (9) *
Michael S. Chadwick Common 33,334 (9) *
Combined 33,334 (9) *
Michael J. Jacobson Common 1,178,333 (9) 3.4
Combined 1,178,333 (9) 2.4
Roland B. Keller Common 291,667 (9) *
Combined 291,667 (9) *
William D. Fisher Common 375,500 (9) 1.1
Combined 375,500 (9) *
Executive Officers and Common 15,469,729 (7)(8)(9) 43.8
Directors, as a Group Preferred 3,794,868 (7) 26.1
(9 persons) Combined 19,264,597 (7)(8)(9) 38.6
* Less than 1%
(1) The number of shares of Common Stock for each holder does not
include shares of Common Stock issuable upon conversion (one for
one) of shares of Preferred Stock, which shares of Common Stock
such holders disclaim beneficial ownership.
(2) Based upon 34,442,450 shares of Common Stock outstanding and
14,560,475 shares of Preferred Stock outstanding on March 21, 1995.
The percent of Common Stock does not include shares of Common Stock
issuable upon conversion of Preferred Stock; and, as to holders of
options or warrants exercisable within 60 days of March 21, 1995,
includes shares of Common Stock issuable upon exercise of such
rights.
(3) The address of Colombus Petroleum Limited, Inc. ("Colombus"), is
Aeulestrasse 74, FL-9490, Vaduz, Liechtenstein.
(4) Includes 16,154,630 shares of Common Stock, which may be acquired
within 60 days upon the exercise of warrants to purchase Common
Stock held by Colombus.
(5) The address of Columbus Petroleum, Ltd. ("CPL"), is c/o S. Sheth,
Palmer Cowen, 16 Berkeley Street, London, England.
(6) The address of Nordic Technology Corporation A/S, is P.O. Box 163,
1321 Lysaker, Norway.
(7) Mr. Siem may be deemed to be beneficial owner of the shares of
Common Stock and Preferred Stock, held of record and beneficially
by CPL (and his ownership shown includes such shares) as to which
he may be deemed to possess, indirectly, shared voting and
investment power due to his position as Managing Director of CPL
and 100% beneficial owner.
(8) Mr. Siem may be deemed to be the beneficial owner of 13,930 shares
of Common Stock, 423,618 shares of Preferred Stock and 13,000
warrants to purchase Common Stock held of record and beneficially
by TI A/S ("TI") (and his ownership shown includes such shares) as
to which he may be deemed to possess voting and investment power
due to his position as Managing Director of TI and 100% owner.
(9) Pursuant to the Company's Stock Option Plan, Mr. Siem holds
currently exercisable options to purchase 265,000 shares of Common
Stock, Mr. Kaffie holds currently exercisable options to purchase
83,334 shares of Common Stock, Mr. Porter holds currently
exercisable options to purchase 66,667 shares of Common Stock,
Messrs. Chadwick and Hysing-Dahl each hold currently exercisable
options to purchase 33,334 shares of Common Stock, Mr. Jacobson
holds currently exercisable options to purchase 214,999 shares of
Common Stock, Mr. Keller holds currently exercisable options to
purchase 91,667 shares of Common Stock and Mr. Fisher holds
currently exercisable options to purchase 41,667 shares of Common
Stock.
TRANSACTIONS WITH RELATED PERSONS
In 1992, the Company entered into a contract with Soil, Inc., for
provision of consulting services. The Company paid $90,000 in 1994 for
services under such contract. Mr. Siem, Chairman of the Board of
Directors of the Company, is an owner and principal of Soil, Inc.
In March 1995, the Company acquired Petroport, L.C. Petroport,
L.C. holds proprietary technology, represented by certain patents issued
and or pending, associated with the development and operation of an
offshore deepwater crude oil and products port and storage facility.
The form of the transaction was a merger of Petroport, L.C. into
Petroport, Inc., a wholly-owned subsidiary of the Company.
Consideration paid by the Company included $150,000 cash and future
consideration contingent upon the successful development and operation
of the primary Petroport facility, planned for the western Gulf of
Mexico off the Texas coast. The contingent consideration includes
$350,000 to be paid when the Company obtains funding for the licensing
and permitting phase of the project and 9,000,000 shares of Company
Common Stock, with issuance dependent upon successful completion of the
primary facility and maintaining a prespecified throughput volume. Mr.
Kaffie, a Director of the Company and a Nominee, was an owner and
manager of Petroport, L.C.
NOMINATIONS AND PROPOSALS BY STOCKHOLDERS
FOR THE 1996 ANNUAL MEETING
NOMINATIONS FOR THE 1996 ANNUAL MEETING. The Company's Bylaws
provide that no person shall be eligible for nomination and election as
a Director unless written notice of nomination is received from a
stockholder of record by the Secretary of the Company not less than 90
calendar days prior to the anniversary date of the immediately preceding
Annual Meeting of Stockholders. Further, such written notice is to be
accompanied by the written consent of the Nominee to serve, the name,
age, business and residence addresses, and principal occupation of the
Nominee, the number of shares beneficially owned by the Nominee, and any
other information which would be required to be furnished by law with
respect to any Nominee for election to the Board of Directors.
Stockholders who desire to nominate, at the 1996 Annual Meeting of
Stockholders, persons to serve on the Board of Directors must submit
nominations to the Company, at its principal executive offices, so that
such notice is received by the Company no later than February 9, 1996.
In order to avoid controversy as to the date on which any such
nomination is received by the Company, it is suggested that stockholders
submit their nominations, if any, by certified mail, return receipt
requested.
PROPOSALS FOR THE 1996 ANNUAL MEETING. Stockholders who desire to
present proposals, other than notices of nomination for the election of
Directors, to Stockholders of the Company at the 1996 Annual Meeting of
Stockholders, and to have such proposals included in the Company's proxy
materials, must submit their proposals to the Company, at its principal
executive offices, by December 15, 1995. In order to avoid controversy
as to the date on which any such proposal is received by the Company, it
is suggested that stockholders submit their proposals, if any, by
certified mail, return receipt requested.
RELATIONSHIP WITH
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick, independent public accountants, have been
engaged by the Company's Board of Directors as the principal accountants
for the Company since November, 1990. The Company expects that they
will continue as principal accountants. Representatives of KPMG Peat
Marwick are expected to be present at the Annual Meeting, with the
opportunity to make a statement if they desire to do so, and to respond
to appropriate questions.
OTHER BUSINESS
At the date of this Proxy Statement, the Board of Directors
does not know of any matter to be acted upon at the Annual Meeting other
than those matters described above and set forth in the Notice. If
other business comes before the Annual Meeting, the persons named on the
proxy will vote the proxy in accordance with their best judgment.
By Order of the Board of Directors
G. Brian Lloyd
G. Brian Lloyd
Secretary and Treasurer
Houston, Texas
April 14, 1995
BLUE DOLPHIN ENERGY COMPANY PROXY
ELEVEN GREENWAY PLAZA, SUITE 1606
HOUSTON, TEXAS 77046
This Proxy is Solicited by the Board of Directors
Revoking any prior appointment, the undersigned hereby appoints
Michael J. Jacobson and G. Brian Lloyd, each of them, as Proxies, each
with the power to appoint his substitute, and hereby authorizes each of
them to present and to vote, as designated on the reverse side, all
shares of stock of Blue Dolphin Energy Company, a Delaware corporation
(the "Company"), held of record by the undersigned on March 21, 1995 at
the Annual Meeting of Stockholders of the Company to be held May 11,
1995 at 10:00 A.M., central daylight time, in the eighth floor conference
room at the offices of Bank One, Texas, N.A., 910 Travis, Houston, Texas
77002, and at any adjournment or postponement thereof, with respect to
the number of shares the undersigned would be entitled to vote if
personally present.
If no direction is made, this Proxy will be voted FOR Proposal 1.
------------
Common
I plan to
attend the
meeting
/ /
PROPOSAL 1. Election of Directors
FOR all Nominees WITHHOLD (INSTRUCTION: To withhold authority
listed herein AUTHORITY to vote for any individual Nominee,
(except as marked to vote for strike out such Nominee's name below).
to the contrary) all Nominees
listed herein
Ivar Siem, Harris A. Kaffie, Daniel
/ / / / B. Porter, Michael S. Chadwick,
Christian Hysing-Dahl
PROPOSAL 2. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
The undersigned hereby acknowledges
receipt of a copy of the Notice of Annual
Meeting and accompanying Proxy Statement
dated April 14, 1995, relating to such
meeting.
(Signature should conform to the name
shown on the proxy card, Executors,
administrators, guardians, trustees,
attorneys and officers signing for a
corporation should give their full title.
When shares are held jointly, both should
sign.)
DATED: , 1995
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(Please be sure to insert date)
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Signature of Stockholder
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Second Signature if held jointly
PLEASE MARK, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.