BLUE DOLPHIN ENERGY COMPANY
Eleven Greenway Plaza, Suite 1606
Houston, Texas 77046
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 8, 1996
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 8, 1996, at 10:00 a.m.,
Central Daylight Time, in the twentieth floor meeting room at the
Stouffer Renaissance Houston Hotel, 6 Greenway Plaza, Houston, Texas
77046, 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, 1996, 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
MICHAEL J. JACOBSON,
President and Chief Executive Officer
Houston, Texas
April 12, 1996
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 8, 1996
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 8, 1996, at 10:00
a.m., Central Daylight Time, in the twentieth floor meeting room at the
Stouffer Renaissance Houston Hotel, 6 Greenway Plaza, Houston, Texas
77046, for the purpose of considering and voting upon the matters set
forth in the accompanying Notice of Annual Meeting of Stockholders (the
"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 to the Board of
Directors named herein. 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 12, 1996. The
Annual Report to Stockholders of the Company, for the year ended
December 31, 1995, 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,
1996, 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 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, 1996, there were outstanding 35,324,739
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 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 because the Company has not declared or paid
dividends on the Preferred Stock for more than three years. As of the
date of this Proxy Statement holders of the Preferred Stock have not
elected to exercise such right.
NOMINEES
Messrs. Michael S. Chadwick, Christian Hysing-Dahl, Harris A.
Kaffie, Daniel B. Porter and Ivar 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 for the Nominees has been withheld. Each
Nominee has consented to be nominated and has expressed his intention to
serve if elected. 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 1997
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, each of whom is currently a Director, and the executive
officers of the Company.
Position
Name Age Position Held Since
------- ----- ---------- ----------
Ivar Siem 49 Chairman of the Board, 1989
Director
Michael S. Chadwick 44 Director 1992
Christian Hysing-Dahl 41 Director 1992
Harris A. Kaffie 46 Director 1989
Daniel B. Porter 39 Director 1989
Michael J. Jacobson 49 President 1990
Roland B. Keller 57 Executive Vice President 1990
William D. Fisher 48 Senior Vice President 1990
G. Brian Lloyd 37 Secretary/Treasurer 1989
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 and publicly traded companies.
Positions held include Chairman of DI Industries Inc., a land
drilling company since 1995, Director of Norex America, Inc., a
holding company for investments in the oil and gas, cruise and
shipping industries since 1992, and Director of DSND ASA, a
Norwegian service company which operates dynamically positioned
specialty vessels and provides subsea engineering services, since
1993. 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.
Mr. Siem has managed the U.S. oil and gas investments for the Fred.
Olsen interests of Oslo, Norway and has 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 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 21 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 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 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 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 CCNG, Inc.,
the General Partner of Corpus Christi Natural Gas Company, L.P., a
privately-held company which owns and operates natural gas pipelines
and processing facilities, and is engaged in the marketing of natural
gas. From 1991 to March 1995, Mr. Kaffie was a principal and served
as manager of Petroport, L.C., which was acquired in March 1995 by
the Company. 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 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. Mr. Porter is the Chairman and Chief Executive
Officer of CCNG, Inc., the General Partner of Corpus Christi Natural
Gas Company, L.P., a privately-held company which owns and operates
natural gas pipelines and processing facilities, and is engaged in
the marketing of natural gas. Mr. Porter has served as a Director of
the Company since December 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
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, he
served as Senior Vice President - Exploration for Sandefer Oil and
Gas Company, an independent oil and gas company from 1982. He 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 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. From 1987 until joining the Company he served as
Vice President of Gas Sales for Coastal Oil and Gas Corporation. Mr.
Fisher has served as Senior Vice President - Business Development of
the Company since June 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
an accountant for DeNovo Oil and Gas Inc., an independent oil and gas
company. Mr. Lloyd has served as Secretary of the Company since May
1989 and Treasurer since September 1989.
There are no family relationships between any Nominee or
executive officer.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During 1995, the Board of Directors of the Company held four meetings.
Each Director attended at least 75% of the total number of meetings of
the Board of Directors and committees on which he served. The Audit
Committee consisting of Messrs. Siem, Chadwick and Hysing-Dahl, met one
time 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 two times 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. In
addition, during 1995, each of the Directors received the following
number of options to purchase shares of Common Stock under the Company's
Stock Option Plan, which options are exercisable at $.18590, one-third
became exercisable on February 18, 1996, and one-third become
exercisable on each of the next two anniversaries of such date and
expire if unexercised on August 17, 2000: Mr. Chadwick - 20,000
options; Mr. Hysing-Dahl - 20,000 options; Mr. Kaffie -20,000 options;
Mr. Porter - 20,000 options; and Mr. Siem - 125,000 options.
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid to the
executive officers of the Company, whose cash compensation exceeded
$100,000 in 1995 for services rendered to the Company, and the number of
stock options granted, during the years indicated:
SUMMARY COMPENSATION TABLE*
Long-Term
Compensation
Awards
----------
Securities
Name and Annual Compensation Underlying
Principal Position Year Salary Bonus Options
------------------ ---- ------------------------ ----------
Michael J. Jacobson 1995 $ 185,000 $7,000 325,000
President and Chief 1994 $ 170,000 - 175,000
Executive Officer 1993 $ 157,500 - 120,000
Roland B. Keller 1995 $ 125,000 $4,000 125,000
Executive Vice 1994 $ 117,500 - 100,000
President-Operations 1993 $ 105,000 - 50,000
William D. Fisher 1995 $ 127,500 $4,000 100,000
Senior Vice President - 1994 $ 121,875 - 75,000
Business Development 1993 $ 113,500 - 50,000
*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 in Fiscal Price Expiration
Name Granted (#) Year ($/Share) Date
---- ---------- --------------- --------- ----------
Michael J. Jacobson 325,000 35.70 0.18590 August 17, 2000
Roland B. Keller 125,000 13.74 0.18590 August 17, 2000
William D. Fisher 100,000 10.99 0.18590 August 17, 2000
AGGREGATED OPTIONS/EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Value of Unexercised
Number of Unexercised In-the-Money Options
Shares Acquired Value Options at FY-End (#) at FY-End ($)
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- ----------- ----------- ------------- ----------- -------------
Michael J. Jacobson 156,666 8,937 58,333 441,667 4,830 71,118
Roland B. Keller 58,334 4,895 33,333 308,333 2,760 57,178
William D. Fisher 53,333 5,885 41,667 150,000 4,778 23,050
OWNERSHIP OF SECURITIES OF THE COMPANY
The following table sets forth, as of March 21, 1996, 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) 40.2
Limited, Inc. (3) Preferred 9,142,209 62.8
Combined 29,830,326 (4) 45.2
Columbus Petroleum, Common 4,397,263 12.4
Ltd. (5) Preferred 1,837,368 12.6
Combined 6,234,631 12.5
Nordic Technology Common 1,467,191 4.2
Corporation A/S (6) Preferred 978,750 6.7
Combined 2,445,941 4.9
Ivar Siem Common 4,887,263 (7)(8) 13.7
Preferred 1,837,368 (7) 12.6
Combined 6,724,631 (7)(8) 13.4
Harris A. Kaffie Common 7,219,574 (8) 20.4
Preferred 1,277,543 8.8
Combined 8,497,117 (8) 17.0
Daniel B. Porter Common 1,475,224 (8) 4.2
Preferred 679,957 4.7
Combined 2,155,181 (8) 4.3
Christian Hysing-Dahl Common 218,334 (8) *
Combined 218,334 (8) *
Michael S. Chadwick Common 56,668 (8) *
Combined 56,668 (8) *
Michael J. Jacobson Common 1,286,666 (8) 3.6
Combined 1,286,666 (8) 2.6
Roland B. Keller Common 391,668 (8) 1.1
Combined 391,668 (8) *
William D. Fisher Common 408,833 (8) 1.2
Combined 408,833 (8) *
Executive Officers Common 16,046,397 (7)(8) 44.4
and Directors, as a Preferred 3,794,868 (7) 26.1
Group (9 persons) Combined 19,841,265 (7)(8) 39.1
* 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 35,324,739 shares of Common Stock outstanding and
14,560,475 shares of Preferred Stock outstanding on March 21, 1996.
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, 1996,
includes shares of Common Stock issuable upon exercise of such
options or warrants.
(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
by Colombus within 60 days upon the exercise of warrants to
purchase Common Stock.
(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,
1324 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) Pursuant to the Company's Stock Option Plan, Mr. Siem holds
currently exercisable options to purchase 240,000 shares of Common
Stock, Mr. Kaffie holds currently exercisable options to purchase
65,000 shares of Common Stock, Mr. Porter holds currently
exercisable options to purchase 48,334 shares of Common Stock,
Messrs. Chadwick and Hysing-Dahl each hold currently exercisable
options to purchase 40,001 shares of Common Stock, Mr. Jacobson
holds currently exercisable options to purchase 166,666 shares of
Common Stock, Mr. Keller holds currently exercisable options to
purchase 133,334 shares of Common Stock and Mr. Fisher holds
currently exercisable options to purchase 75,000 shares of Common
Stock.
TRANSACTIONS WITH RELATED PERSONS
In July 1995, the Company entered into a contract with Columbus
Petroleum, Ltd., for provision of consulting services. The Company paid
$90,000 in 1995 for services under such contract. Mr. Siem, Chairman of
the Board of Directors of the Company, is an owner and principal of
Columbus Petroleum, Ltd.
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. The form of
the transaction was a merger of Petroport, L.C. into Petroport, Inc., a
wholly-owned subsidiary of the Company ("Petroport"). Petroport holds
proprietary technology, represented by certain patents issued and or
pending, associated with the development and operation of a deepwater
crude oil port and offshore storage facility. 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 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 a principal and manager of Petroport, L.C.
NOMINATIONS AND PROPOSALS BY STOCKHOLDERS FOR THE 1997
ANNUAL MEETING
NOMINATIONS FOR THE 1997 ANNUAL MEETING. The Company's Bylaws
provide that no person shall be eligible for nomination and election as
a Director unless written notice of such 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 1997 annual meeting of
stockholders, persons to serve on the Board of Directors must submit
nominations to the Company, at its principal executive office, so that
such notice is received by the Company no later than February 6, 1997.
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 1997 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 1997 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 office, by December 12, 1996. 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, LLP, 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 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 12, 1996
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, 1996 at
the Annual Meeting of Stockholders of the Company to be held May 8, 1996
at 10:00 A.M., central daylight time, in the twentieth floor meeting
room at the Stouffer Renaissance Houston Hotel, 6 Greenway Plaza,
Houston, Texas 77046, 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.
I plan to attend
the meeting
/ /
PROPOSAL 1. Election of Directors
FOR all Nominees WITHHOLD (INSTRUCTION: To withhold authority to
listed herein AUTHORITY vote for any individual Nominee, strike
out such Nominee's name below)
(except as marked to vote for all
to the contrary) Nominees Ivar Siem, Harris A. Kaffie, Daniel B.
listed herein Porter, Michael S. Chadwick, Christian
Hysing-Dahl
/ / / /
PROPOSAL 2. In their discretion,
the Proxies are authorized to vote The undersigned hereby acknowledges
upon such other business as may receipt of a copy of the Notice of
properly come before the meeting. Annual Meeting and accompanying Proxy
Statement dated April 12, 1996,
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:_________________________. 1996
(Please be sure to insert date)
______________________________
Signature of Stockholder
_______________________________
Second Signature if held jointly
PLEASE MARK, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.