BLUE DOLPHIN ENERGY COMPANY
ELEVEN GREENWAY PLAZA, SUITE 1606
HOUSTON, TEXAS 77046
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 1998
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 14, 1998, at
10:00 a.m., Central Daylight Time, in the Houston City Club, One City
Club Drive, 9 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 26, 1998, 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
/s/ Michael J. Jacobson
MICHAEL J. JACOBSON,
President and Chief Executive Officer
Houston, Texas
April 13, 1998
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 14, 1998
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 its Common Stock, $.01 par value per share ("Common Stock")
for use at the 1998 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 14, 1998, at 10:00
a.m., Central Daylight Time, in the Houston City Club, One City Club
Drive, 9 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 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, by duly executing a proxy bearing a later date,
or by voting in person at the Annual Meeting.
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 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.
This Proxy Statement, and the accompanying Notice and form of
proxy, are being mailed to stockholders on or about April 15, 1998.
The Annual Report to Stockholders of the Company, for the year ended
December 31, 1997, is 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 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.
VOTING
The Board of Directors has fixed the close of business on March
26, 1998, 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 26, 1998, there were
outstanding 4,491,847 shares of Common Stock. Stockholders will be
entitled to one vote per share of Common 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 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
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 vote against the nominees,
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 results.
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 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, stockholder 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 1999 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 51 Chairman of the Board 1989
Michael S. Chadwick 46 Director 1992
Christian Hysing-Dahl 43 Director 1992
Harris A. Kaffie 48 Director 1989
Daniel B. Porter 41 Director 1989
Michael J. Jacobson 51 President 1990
Roland B. Keller 59 Executive Vice President 1990
William D. Fisher 50 Senior Vice President 1990
G. Brian Lloyd 39 Vice President, Treasurer, 1989
and Secretary
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 BS Degree in Mechanical Engineering from the University of
California, Berkeley, and an executive MBA from Amos Tuck School of
Business, Dartmouth University. Since 1985, he has been an
international consultant in energy, technology and finance. He is
currently a member of the Boards of several privately held and publicly
traded companies including Grey Wolf, Inc., Norex Industries, Inc.,
Seateam Technology ASA and DSND ASA. Previously Mr. Siem has served as
a Director and President of Dolphin Pipeline, Inc., Director of
Business Development for Norwegian Petroleum Consultants 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. and President of Dolphin
International, Inc., an offshore drilling contractor, 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 23 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 regional investment banking
firms (both now known as Everen Securities, Inc.). From 1988 to July
1994, Mr. Chadwick was President 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, an investment banking and financial advisory firm, as
Senior Vice President and a Managing Director in the Corporate Finance
Department. Mr. Chadwick serves on the Board 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, Director of KBK Capital
Corporation and Director of CCNG, Inc., a privately-held company that
is engaged in the exploration and development of oil and gas reserves,
natural gas marketing and the development of natural gas gathering,
processing and storage facilities. 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 President and Chief Executive
Officer of CCNG, Inc., a privately-held company that is engaged in the
exploration and development of oil and gas reserves, natural gas
marketing and the development of natural gas gathering, processing and
storage facilities. 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. From 1982 until joining the Company in 1990, he
served as Senior Vice President - Exploration for Sandefer Oil and Gas
Company, an independent oil and gas company. 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 in 1990, 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 - Vice President, Treasurer and Secretary - 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, Treasurer since September 1989 and Vice
President since March 1998.
There are no family relationships between any Nominee or executive
officer.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During 1997, the Board of Directors of the Company held five
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 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. In addition, during 1997, 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 $3.825, become exercisable on June 24, 1998, no more
than one-third of the options issued can be exercised in any one
calendar year and expire if unexercised on December 25, 2002: Mr.
Chadwick - 1,335 options; Mr. Hysing-Dahl - 1,335 options; Mr. Kaffie
- -3,335 options; Mr. Porter - 1,335 options; and Mr. Siem - 10,000
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 1997, for services rendered to the Company, and the number
of stock options granted, during the years indicated:
<CAPTION
SUMMARY COMPENSATION TABLE*
Long-Term
Compensation
Awards
Securities
Name and Annual Compensation Underlying
Principal Position Year Salary Bonus Options (#)
Michael J. Jacobson 1997 $185,000 $7,000 10,000
President and Chief 1996 $185,000 - 26,667
Executive Officer 1995 $185,000 $7,000 21,667
Roland B. Keller 1997 $125,000 $5,700 8,333
Executive Vice 1996 $125,000 $2,404 8,333
President - Operations 1995 $125,000 $4,000 8,333
William D. Fisher 1997 $127,500 $5,600 6,667
Senior Vice President - 1996 $127,500 $2,452 6,667
Business Development 1995 $127,500 $4,000 6,667
*Excludes certain personal benefits, the aggregate value of which
do not exceed 10% of the Annual Compensation shown for each person.
OPTION GRANTS IN LAST FISCAL YEAR
% of Total
Options Granted Exercise
Options in Fiscal Price Expiration
Name Granted (#) Year ($/Share) Date
Michael J. Jacobson 10,000 18.63 3.825 December 25, 2002
Roland B. Keller 8,333 15.53 3.825 December 25, 2002
William D. Fisher 6,667 12.42 3.825 December 25, 2002
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION VALUES
Value of Unexercised
Number of Unexercised In-the-Money Options
Shares Acquired Value Options at Year End (#) at Year End (*)
Name on Exercise (#) Realized Unexercisable Exercisable Exercisable Unexercisable
Michael J. Jacobson 20,001 $180,914 15,000 35,000 $ 16,083 $ 34,846
Roland B. Keller 6,111 $10,171 13,890 16,668 $ 16,412 $ 16,372
William D. Fisher - - 11,668 13,332 $ 11,527 $ 13,095
* Based on the difference between the average of the closing bid
and ask prices on December 31, 1997 (the last trading day of
1997) and the exercise price.
The Company's Stock Option Plans provide that, upon a change of
control, the Compensation Committee may accelerate the vesting of
options, cancel options and make payments in respect thereof in cash
in accordance with the Stock Option Plans, adjust the outstanding
options as appropriate to reflect such change of control, or provide
that each option shall thereafter be exercisable for the number and
class of securities or property that the optionee would have been
entitled to had the option already been exercised. The Stock Option
Plans provide that a change of control occurs if any person, entity or
group acquires or gains ownership or control of more than 50% of the
outstanding Common Stock or, if after certain enumerated transactions,
the persons who were Directors before such transactions cease to
constitute a majority of the Board of Directors.
OWNERSHIP OF SECURITIES OF THE COMPANY
The following table sets forth, as of March 26, 1998, certain
information with respect to the beneficial ownership of shares of the
Company's Common Stock (the only class of voting security issued and
outstanding) as to (i) all persons known by the Company to be
beneficial owners of 5% or more of the outstanding shares of Common
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.
Name of Shares Owned Beneficially
Beneficial Owner Number Percent (1)
Colombus Petroleum
Limited, Inc. (2) 911,713 20.3
Columbus Petroleum
Ltd. (3) 422,309 9.4
Ivar Siem (4) 595,750 13.2
Harris A. Kaffie (5) 567,142 12.6
Daniel B. Porter (5) 145,236 3.2
Christian Hysing-Dahl (5) 16,337 *
Michael S. Chadwick (5) 7,113 *
Michael J. Jacobson (5) 108,939 2.4
Roland B. Keller (5) 35,002 *
William D. Fisher (5) 7,778 *
Executive Officers and
Directors, as a Group
(9 persons) (4)(5) 1,494,580 32.9
* Less than 1%
(1) Based upon 4,491,847 shares of Common Stock outstanding on March
26, 1998.
(2) The address of Colombus Petroleum Limited, Inc., is Aeulestrasse
74, FL-9490, Vaduz, Liechtenstein.
(3) The address of Columbus Petroleum, Ltd. ("CPL"), is c/o S.
Sheth, Palmer Cowen, 16 Berkeley Street, London, England.
(4) Mr. Siem may be deemed to be the beneficial owner of the shares
of Common 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 and 100%
beneficial owner of CPL. Mr. Siem may be deemed to be the
beneficial owner of 156,442 shares of Common Stock, held of
record and beneficially by Soil, Inc. (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 100%
beneficial ownership of Soil, Inc.
(5) Includes shares of Common Stock issuable upon exercise of
options that may be exercised within 60 days of March 26, 1998
as follows: Mr. Siem - 10,444; Mr. Kaffie - 2,667; Mr. Porter -
2,001; Mr. Hysing-Dahl - 1,335; Mr. Chadwick - 2,001; Mr.
Jacobson - 20,000; Mr. Keller - 8,890; Mr. Fisher - 6,111; and
all directors and executive officers as a group - 57,337.
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 1997 for services under such contract. Mr. Siem,
Chairman of the Board of Directors of the Company, is the beneficial
owner and principal of CPL.
On December 31, 1996, the holders of Series A, Cumulative
Convertible Preferred Stock, $.10 par value, converted the shares, in
accordance with the terms of the Preferred Stock, into an equivalent
number of shares of the Common Stock of the Company. The holders of
the Preferred Stock agreed to accept as payment in full of the
cumulative dividends, promissory notes in a principal amount equal to
the cumulative dividends. The following persons received promissory
notes in the indicated amounts: Colombus Petroleum Limited, Inc. -
$1,287,528; Columbus Petroleum Ltd. - $199,103; Mr. Kaffie -
$179,921; and Mr. Porter - $95,761.
NOMINATIONS AND PROPOSALS BY STOCKHOLDERS
FOR THE 1999 ANNUAL MEETING
Nominations for the 1999 Annual Meeting. The Company's
Certificate of Incorporation provides 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 1999 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 13,
1999. 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 1999 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 1999
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 9, 1998. 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 L.L.P., 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
/s/ G. Brian Lloyd
G. Brian Lloyd
Vice President, Treasurer
Houston, Texas
April 15, 1998
REVOCABLE PROXY
BLUE DOLPHIN ENERGY COMPANY
With- For All
THIS PROXY IS SOLICITED BY THE PROPOSAL 1. For hold Except
BOARD OF DIRECTORS The Election of _ _ _
Directors
Revoking any prior appointment,
the undersigned hereby appoints Ivar Siem, Harris A. Kaffie,
Michael J. Jacobson and G. Brian Daniel B. Porter,
Lloyd, each of them, as Proxies, Michael S. Chadwick and
each with the power to appoint Christian Hysing-Dahl
his substitute, and hereby
authorizes each of them to INSTRUCTION: To withhold authority
present and to vote, as to vote for any individual nominee,
designated hereon, all shares of mark "For All Except" and write that
nominee's name in the space provided
stock of Blue Dolphin Energy below.
Company, a Delaware corporation
(the "Company"), held of record _____________________________________
by the undersigned on March 26,
1998 at the Annual Meeting of PROPOSAL 2.
Stockholders or the Company to In their discretion, the Proxies are
be held May 14, 1998 at 10:00 authorized to vote upon such other
A.M., central daylight time, at business as may properly come before
the Houston City Club, One City the meeting.
Club Drive, 9 Greenway Plaza, PLEASE CHECK BOX IF YOU PLAN TO
Houston, Texas 77046, and at any ATTEND THE MEETING _
adjournment or postponement
thereof, with respect to the IF NO DIRECTION IS MADE, THIS
number of shares the undersigned PROXY WILL BE VOTED "FOR" PROPOSAL 1.
would be entitled to vote if
personally present. The undersigned hereby acknowledges
receipt of a copy of the Notice of
Please be sure to sign and date Annual Meeting and accompanying Proxy
this proxy in the box below. Statement dated April 13, 1998,
relating to such meeting.
Date________________
Signature should conform to
the name shown on the proxy card.
___________________________________ Executors, administrators, guardians,
Stockholder sign above trustees, attorneys and officers
signing for a corporation should
___________________________________ give their full title. When
Co-holder (if any) sign above shares are held jointly, both
should sign.