SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
SOUTHERN INVESTORS SERVICE COMPANY, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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[_] Fee paid previously with preliminary materials.
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previously. Identify the previous filing by registration statement number,
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SOUTHERN INVESTORS SERVICE COMPANY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 21, 2002
To the Stockholders of
Southern Investors Service Company, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of Southern
Investors Service Company, Inc., a Delaware corporation (Company), will be held
in the board room of the Company's corporate offices, 2727 North Loop West,
Suite 200, Houston, Texas 77008, on Tuesday, May 21, 2002 at 10:00 a.m., Houston
time, for the following purposes:
(a) To elect three directors to serve until the next annual meeting
of stockholders or until their respective successors shall be elected and
qualified;
(b) To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only holders of Company Common Stock, $1.00 par value, of record on April
24, 2002 are entitled to notice of and to vote at the meeting or any adjournment
thereof.
By Order of the Board of Directors,
/s/ WALTER M. MISCHER
WALTER M. MISCHER
Chairman of the Board and
Chief Executive Officer
Houston, Texas
May 1, 2002
IMPORTANT
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING REGARDLESS OF
THE NUMBER OF SHARES YOU HOLD. PLEASE COMPLETE, SIGN AND MAIL THE ENCLOSED PROXY
IN THE ACCOMPANYING ENVELOPE PROMPTLY, WHETHER OR NOT YOU INTEND TO BE PRESENT
AT THE MEETING. THIS PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
Page 1
SOUTHERN INVESTORS SERVICE COMPANY, INC.
2727 North Loop West
Suite 200
Houston, Texas 77008
__________
PROXY STATEMENT
__________
GENERAL INFORMATION
This Proxy Statement is furnished to the stockholders of Southern Investors
Service Company, Inc. (Company), in connection with the solicitation by the
Board of Directors of the Company of proxies to be used at the Annual Meeting of
Stockholders to be held on May 21, 2002 (Meeting). It is anticipated that proxy
solicitation materials will be first mailed to stockholders on May 1, 2002.
Proxies in the form enclosed, properly executed by stockholders and returned to
the Company, which are not revoked, will be voted at the Meeting. Proxies will
be voted in accordance with the directions specified thereon, and otherwise in
accordance with the judgment of the persons designated as proxies. Any proxy on
which voting instructions are not specified will be voted for the nominees for
the office of director named herein. A proxy may be revoked by giving written
notice of such revocation to the Secretary of the Company at any time before
such proxy is voted at the Meeting.
The Annual Report to Stockholders with respect to the Company's fiscal year
ended December 31, 2001 (Annual Report) is being mailed to stockholders
contemporaneously with the proxy solicitation materials. The Annual Report does
not form a part of the material for the solicitation of proxies.
OUTSTANDING CAPITAL STOCK
The record date for determining the stockholders of the Company entitled to
notice of and to vote at the Meeting is the close of business on April 24, 2002.
At the close of business on that date, the Company had issued and outstanding
and entitled to vote at the Meeting 3,168,929 shares of Company common stock,
$1.00 par value (Common Stock).
Page 2
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority of the
3,168,929 shares of Common Stock outstanding is necessary to constitute a quorum
at the Meeting. In accordance with Delaware law and the Company's charter and
bylaws, each qualifying share of Common Stock is entitled to one vote on each
matter to be acted upon at the Meeting. In establishing the presence of a
quorum, abstentions and broker non-votes will be included in the determination
of the number of shares represented at the Meeting. Abstentions will have the
same effect as a vote against a proposal; broker non-votes, however, are not
included in the tally of votes cast and will not affect the outcome of a
proposal.
PRINCIPAL SECURITY HOLDERS
To the best knowledge of the Company, the following table sets forth all
persons beneficially owning more than 5% of the Common Stock at April 24, 2002.
Unless otherwise indicated, each of the following persons may be deemed to have
sole voting and dispositive power with respect to such shares.
Amount and
Nature of Percent
Name and Address of Beneficial Owner Beneficial Owner of Class
- ------------------------------------ ---------------- ----------
Walter M. Mischer................................ 915,240(a) 28.88%
2727 North Loop West, Suite 200
Houston, Texas 77008
FCLT Loans, L.P.................................. 805,156 25.41%
1021 Main St., Suite 250
Houston, Texas 77002
John D. Weil..................................... 335,695(b) 10.59%
200 North Broadway, Suite 825
St. Louis, Missouri 63102
Texas Commerce Bank National Association......... 307,549 9.71%
P. O. Box 2558
Houston, Texas 77252
__________
(a) The number of shares of the Common Stock set forth as being beneficially
owned by Mr. Mischer includes 2,250 shares of Common Stock that Mr. Mischer
holds as custodian for his grandchildren.
(b) The number of shares of Common Stock set forth as being beneficially owned
by Mr. Weil includes 308,695 shares of Common Stock held by Mr. Weil and
27,000 shares of Common Stock held by trusts of which Mr. Weil is the
trustee.
Page 3
NOMINEES FOR DIRECTORS
Each of the following persons is currently a member of the Board of
Directors and is a nominee for election as a director. Directors will be elected
by the majority vote of the shares of Common Stock represented at the Meeting
and entitled to vote. The term of office for which the following persons are
nominated will expire at the next annual meeting of stockholders of the Company
or when their respective successors shall have been duly elected and shall have
been qualified. Should any nominee for the office of director named herein
become unable or unwilling to accept nomination or election, the person or
persons acting under the proxies will vote for the election in his stead of such
other persons as the Board of Directors may recommend. The Board of Directors
has no reason to believe that any of the nominees will be unable or unwilling to
serve if elected to office and, to the knowledge of management, the nominees
intend to serve the entire term for which election is sought.
Unless otherwise noted, the information provided in the column below
captioned "Principal Occupation" indicates the principal occupation and
employment of each nominee during the past five years and the name and principal
business of any corporation or other organization in which such occupation or
employment was carried on.
Director of the
Nominees for Director Age Principal Occupation Company Since
- --------------------- --- --------------------------------- ---------------
Walter M. Mischer (a)(b)(c)(d)(f)...... 79 Mr. Mischer is involved in 1955
managing his personal
investments. He also serves as
Chairman of the Board and Chief
Executive Officer, Southern
Investors Service Company, Inc.,
Houston, Texas.
Walter M. Mischer, Jr. (b)(e)(f)....... 51 Mr. Mischer, Jr. is involved in 1976
managing his personal
investments. He also serves as
President and Chief Operating
Officer, Southern Investors
Service Company, Inc., Houston,
Texas.
Eric M. Schumann (c)(d)................ 51 Mr. Schumann serves as chief 2001
financial officer for various
companies affiliated with Mr.
Mischer and Mr. Mischer, Jr. He
also serves as Senior Vice
President - Finance, Southern
Investors Service Company, Inc.,
Houston, Texas.
Page 4
____________
(a) As a result of Mr. Mischer's ownership of the shares of Common Stock as
described in "Principal Security Holders" above, Mr. Mischer may be deemed
to be a control person of the Company for reasons other than his position
as a director of the Company. Mr. Mischer is the father of Walter M.
Mischer, Jr.
(b) Member of Executive Committee.
(c) Member of Audit Committee.
(d) Member of Compensation Committee.
(e) Mr. Mischer, Jr. is the son of Walter M. Mischer.
(f) Mr. Mischer, Mr. Mischer, Jr. and Mr. Schumann have also been employed by
Wheatstone Investments, L.P., a real estate investment company affiliated
with Mr. Mischer and Mr. Mischer, Jr., since January 1, 1999.
The Board of Directors recommends a vote FOR each of the nominees for
director.
The following table sets forth certain information concerning the ownership
of shares of Common Stock by the nominees for director, the executive officers
named in the table set forth herein under the heading "Executive Officers" and
by all directors, nominees and executive officers of the Company as a group:
Securities Owned Beneficially by Management at April 24, 2002
Amount and Nature of
Director or Nominee Beneficial Owner(a) Percent of Class
------------------- ------------------- ----------------
Walter M. Mischer 915,240(b) 28.9%
Walter M. Mischer, Jr. 19,044(c)(d) (e)
Eric M. Schumann -- --
All directors and executive
officers as a group 934,284 29.5%
________________
(a) Except as otherwise described herein, each nominee may be deemed to have
sole voting and dispositive power with respect to his shares.
(b) Includes 2,250 shares held by Mr. Mischer as custodian for his
grandchildren.
(c) Includes 50 shares held by Mr. Mischer, Jr. as custodian, and 800 shares
held by trusts of which Mr. Mischer, Jr. serves as co-trustee and as to
which he shares voting and dispositive power.
(d) Does not include 120,548 shares of Common Stock held by the Walter M.
Mischer, Jr. 1972 Trust. Mr. Mischer, Jr. is the sole beneficiary of such
trust, but does not exercise any voting or dispositive power with respect
to any securities held by such trust.
(e) Less than 1%.
Page 5
The Board of Directors held one meeting during 2001 and each of the
directors attended. Committees of the Board of Directors include the Executive
Committee, the Audit Committee and the Compensation Committee. The Board of
Directors does not have a nominating committee or other committees performing
similar functions. The directors do not receive any compensation for their
service as directors or committee members.
The Audit Committee, which was established in May 1979, held one meeting in
2001. In addition, the members thereof communicated informally from time to time
in 2001. No members of the Audit Committee are "independent" as defined in the
NASD listing standards. The Audit Committee's function is to recommend an
independent auditor for each ensuing year and to review financial statements,
audit results, the scope of audit procedures and the auditors' evaluation of
internal controls. The Audit Committee has not adopted a written charter.
The Executive Committee did not hold any meetings during 2001; however, the
members thereof communicated informally from time to time in 2001. The Executive
Committee's principal function is to provide for effective direction and
management of the Company's business.
The Compensation Committee, which was established in January 1982, did not
hold any meetings during 2001; however, the members thereof communicated
informally from time to time in 2001. The Compensation Committee's principal
function is to administer the Key Employee Equity Participation Incentive Plan,
as described below.
The nominees do not hold any directorships in companies which have a class
of securities registered pursuant to the requirements of the Securities Exchange
Act of 1934.
Page 6
EXECUTIVE OFFICERS
The following persons are currently the executive officers of the Company.
The term of office for which the following persons are to be elected for fiscal
year 2002 will expire at the first Board of Directors meeting following the 2003
Annual Meeting of Stockholders of the Company or when their respective
successors shall have been duly elected and shall have qualified.
Served in Such
Name Age Office Capacity Since
- ---------------------------------- ------- ---------------------------------- -------------------
Walter M. Mischer................. 79 Chairman of the Board 1969
Chief Executive Officer 1976
Walter M. Mischer, Jr............. 51 President 1981
Chief Operating Officer 1981
Eric M. Schumann.................. 51 Senior Vice President-Finance 1992
EXECUTIVE COMPENSATION
Compensation
The Company did not pay any compensation to Walter M. Mischer, the Chief
Executive Officer, in 2001, 2000 or in 1999. No other executive officer of the
Company received aggregate direct remuneration from the Company and its
subsidiaries in excess of $100,000 during the 2001, 2000 and 1999 fiscal years.
The Company has no stock option, retirement or pension plans.
Certain Transactions
Sale of Lajitas
With debt of more than $4,780,000 that had matured and was currently due,
the Company determined in late 1999 that the sale of Lajitas (a resort property
in the Big Bend region of Texas), its sole remaining operating asset, would
facilitate the Company's ability to settle its existing liabilities most
favorably. The Company's decision to sell Lajitas at that time was also
influenced by its perception that a strong marketplace then favored sellers of
specialty properties. Although there had been sporadic efforts to sell Lajitas
prior to 1999, only a few potential buyers ever seriously examined the property
or conducted any due diligence. After considering the efficacy of the Company's
past efforts and reviewing sales of other specialty properties, the Company
determined that the best alternative would be to sell the property through an
auction process. As a result, the Company retained the National Auction Group,
Inc., to conduct an auction of Lajitas. The auction was conducted on February
24, 2000, and the property was sold for $3,950,000.
Page 7
The sale of Lajitas included the sale of the capital stock of Lajitas
Utility Co., Inc. (Lajitas Utility), a company which provides water and related
utility services to the resort town. The Lajitas Utility facilities were in
need of certain repairs and improvements, which were ordered by regulatory
agencies. The transfer of the capital stock of Lajitas Utility was also subject
to the approval of the regulatory agency. Subsequent to the auction, the
estimated costs of these repairs increased and, as a result, the Company and the
buyer entered into a series of discussions in order to resolve this matter and
to obtain the necessary approvals. As a result of these negotiations, the
Company agreed to a reduction in the purchase price of $400,000. The sale of
the Lajitas property closed on May 2, 2000. The Company realized a gain during
2000 on the sale of Lajitas of $755,000 and received net cash proceeds of
approximately $2.4 million, after the payment of a mortgage note related to the
property sold.
The Lajitas resort property was subject to a mortgage in the amount of
$726,000, including accrued interest, in favor of Walter M. Mischer, Chairman of
the Board and Chief Executive Officer of the Company. At closing of the sale of
Lajitas, the Company used a portion of the proceeds to repay this indebtedness
in order to remove the mortgage lien from the property and convey free and clear
title to the buyer. As part of the property sold, the buyer purchased a portion
of the employee housing at the resort previously owned by Mr. Mischer. Mr.
Mischer agreed to provide such employee housing for Lajitas at a time when the
Company was unable to finance its construction on acceptable terms. Mr. Mischer
agreed to sell this housing to the Company for $237,000 which was the cost
incurred by Mr. Mischer in connection with the construction.
Continued Operations and Going Concern Matters
The Company has attempted to use the net proceeds from the sale of Lajitas
to settle or restructure existing debt, of which approximately $4,831,000 (plus
accrued interest) has matured and is currently past due, and to realize the
carrying amount of its remaining assets. On March 26, 2002, the Board of
Directors of the Company determined that the best alternative to settle the
Company's existing debt was to file a voluntary petition for relief under
Chapter 11 of Title 11 of the United States Bankruptcy Code (Chapter 11) with
the United States Bankruptcy Court (Bankruptcy Court). The Company currently
anticipates that it will file its voluntary petition during 2002 and that any
plan of liquidation submitted to the Bankruptcy Court in connection therewith
will call for the disposition of the Company's remaining assets and the
distribution of all the net proceeds therefrom to the Company's creditors. It
is not presently determinable what amounts the creditors will agree to accept in
settlement of the obligations due them. Accordingly, the Company believes that
the equity of the Company has, and will continue to have, no value and that any
Chapter 11 plan confirmed by the Bankruptcy Court will result in the elimination
of the equity interests of all of the Company's stockholders. The Company
anticipates that it will take approximately nine months to complete its
liquidation process; however, any and all Chapter 11 plans that may be proposed
will be subject to obtaining all necessary approvals, including but not limited
to creditor votes and judicial determinations of confirmability. There can be
no assurance, therefore, as to how long it may take to complete the Company's
liquidation process.
Page 8
The 1982 Partnership
In 1982 the Board of Directors instituted a Key Employee Equity Participation
Incentive Plan (Incentive Plan) designed to provide incentive compensation for
certain key employees of Mischer Development, Inc. (MDI), the Company's former
wholly owned subsidiary engaged in developing and managing office buildings. To
implement the Incentive Plan, the Compensation Committee of the Board of
Directors allocated to the participating employees, in the aggregate, a 4.58%
interest in a limited partnership formed in January 1982 (1982 Partnership).
Their interests in the 1982 Partnership are as follows: Walter M. Mischer, Jr.,
President, Chief Operating Officer, and director 1.67%; C. Ronald Blankenship
1.67%; George Ruhlen 0.83%; and Robert E. McDonald 0.41%. The limited
partners made capital contributions to the 1982 Partnership at the time of its
formation. The 1982 Partnership owns a 20% equity interest in a ten-story
office building in Houston, Texas completed in 1983. As of the date of this
Proxy Statement, the value, if any, ultimately realizable from a limited
partner's interest in the 1982 Partnership is not ascertainable.
Other Transactions
During 1992, the Company restructured the debt of one of its partnerships.
In connection with this restructure, the Company issued a $300,000 principal
amount note payable to the other joint venture partner. This note was secured by
the Company's 20% equity interest in the venture and was due September 1995. Due
to the Company's financial condition, it was unable to retire this note at
maturity. During December 1995, the partnership through which the Company held
its 20% interest in the joint venture admitted a new class of limited partner (a
company affiliated with Walter M. Mischer) in exchange for a capital
contribution of $306,000. These funds were used to repay the note and accrued
interest. In exchange for the capital contribution, the new limited partner will
receive (i) the first $306,000 of any future cash flow, (ii) interest on the
$306,000 at 10% compounded annually, and (iii) 66 2/3% of any remaining cash
flow. As a result of this transaction, the Company's effective ownership in this
partnership was reduced to 6.7%.
The Company has no paid employees, and during 2000 entered into an oral
management agreement with a company affiliated with Walter M. Mischer to provide
accounting and other administrative services and related office facilities and
supplies. These services are provided for a fee of $1,000 per month and totaled
$12,000 for each of 2001 and 2000.
Page 9
During 1996, the Company executed a note payable to Mr. Mischer which note
was secured by receivables, was payable monthly as collections on the related
receivables are received, and bore interest at the rate of 9%, with a final
maturity of July 2001. During 2000, the Company made principal payments
aggregating $65,000 in connection with this note. As of December 31, 2000, the
outstanding principal balance was $124,000, and the note was paid in full during
2001. During 1999, the Company executed an additional promissory note in the
principal amount of $200,000 payable to Mr. Mischer. This note was secured by
the Company's ownership interest in a real estate partnership, bore interest at
8% and was due March 31, 2000. During 1999, the Company borrowed $162,000 on
this note, the proceeds of which were used to fund the auction expenses in
connection with the proposed sale of Lajitas. The auction expenses were
refunded to the Company at the closing of the Lajitas sale and accordingly the
note was repaid.
During 1993, in connection with the restructure of the Company's
debentures, the Company issued $3,440,000 in unsecured promissory notes to
certain directors, stockholders and affiliates, including notes to Mr. Mischer,
Mr. Mischer, Jr., John D. Weil and John W. Storms, Trustee, in the aggregate
principal amount of $2,995,000 to consolidate amounts due for the debentures
held by them and accrued and unpaid interest. These notes bear interest at 6%
compounded annually and were due October 2, 1996. No payments have been made on
these notes to date.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers, directors and persons who own more than ten percent of a
registered class of the Company's securities to file reports of ownership and
changes in ownership with the Securities and Exchange Commission (the "SEC").
Based solely upon a review of copies of reports filed with the SEC and written
representations from certain of the Company's directors and executive officers
that no other reports were required, the Company notes that all forms required
to be filed during fiscal 2001 under Section 16(c) were timely filed.
STOCKHOLDER PROPOSALS
Stockholders of record desiring to present an appropriate resolution at the
2003 Annual Meeting of Stockholders must furnish the proposed resolution to the
Company no later than December 31, 2002 for inclusion in the Company's proxy
statement and form of proxy relating to such meeting. Furthermore, a stockholder
proposal may be considered untimely if the Company has not received notice of
the proposal at least 45 days prior to the mailing of the proxy statement. 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 by
Certified Mail-Return Receipt Requested.
Page 10
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
In past years, including the year ended December 31, 2001, the Audit
Committee has recommended the appointment of independent auditors for the
current year to the Board of Directors, which in turn has recommended
ratification of such appointment by the Company's shareholders. Arthur Andersen
LLP has served as the Company's independent auditor for a number of years,
including the year ended December 31, 2001, and is familiar with the Company's
business affairs, financial controls and accounting procedures. In light of
recent events surrounding Arthur Andersen LLP, the Audit Committee and
management of the Company are performing additional due diligence with respect
to the selection of the Company's independent auditors for the current fiscal
year. Accordingly, the shareholders are not being asked to ratify the
appointment of independent auditors to audit the Company's financial statements
for the year ending December 31, 2002. While the Company is continuing to work
with Arthur Andersen LLP as its independent auditor for the financial statement
review for the first quarter of 2002, the Audit Committee will continue to
monitor the situation and to gather additional information. The Audit Committee
intends to make a decision with respect to the appointment of the Company's
independent auditors for the year ending December 31, 2002 that it believes to
be in the best interests of the Company and its shareholders. Representatives of
Arthur Andersen LLP will be present at the meeting, will have the opportunity to
make a statement if they desire to do so and will be available to respond to
appropriate questions.
Fees
Arthur Andersen LLP billed the Company the following fees for the fiscal
year ended December 31, 2001:
Audit Fees
Audit fees billed to the Company by Arthur Andersen LLP during the
Company's 2001 fiscal year for review of the Company's annual financial
statements and those financial statements included in the Company's quarterly
reports on Form 10-Q totaled $20,000.
Financial Information Systems Design and Implementation Fees
The Company did not engage Arthur Andersen LLP to provide advice to the
Company regarding financial information systems design and implementation during
the fiscal year ended December 31, 2001.
All Other Fees
The Company did not engage Arthur Andersen LLP to provide any other non
audit or tax related services during the fiscal year ended December 31, 2001.
Page 11
REPORT OF THE AUDIT COMMITTEE
In connection with the December 31, 2001 financial statements of the
Company, the Audit Committee: (i) reviewed and discussed the audited financial
statements with management, (ii) discussed with the independent auditor the
matters required by Statement on Accounting Standards No. 61, (iii) received the
written disclosures and letter from the independent auditor required by
Independence Standards Board Standard No. 1 and discussed with the independent
auditor the independent auditor's independence, and (iv) considered the
compatibility of any non-audit services provided by the independent auditor with
the auditor's independence. Based upon these reviews and discussions, the Audit
Committee has recommended to the Board of Directors, and the Board of Directors
has approved, that the Company's audited financial statements be included in the
Securities and Exchange Commission Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2001.
AUDIT COMMITTEE
Walter M. Mischer
Eric M. Schumann
Page 12
OTHER MATTERS
The enclosed proxy is being solicited on behalf of the Board of Directors
of the Company. The expense of preparing, printing and mailing the form of proxy
and the material used in the solicitation thereof will be borne by the Company.
In addition to solicitation by mail, certain officers and employees may solicit
the return of proxies by telephone, telegram or personal interview. The Company
has requested brokers, custodians, nominees and other record holders to forward
copies of the proxies and soliciting material to persons for whom they hold
shares of the Company and will reimburse such holders for their charges or
expenses.
The Board of Directors has no information that any matters other than those
referred to in this Proxy Statement will be brought before the Meeting. If,
however, other matters do come before the Meeting, the proxy confers
discretionary authority on the persons named in the proxy to vote it in
accordance with the recommendations of management.
By Order of the Board of Directors,
/s/ Walter M. Mischer
WALTER M. MISCHER
Chairman of the Board and
Chief Executive Officer
Houston, Texas
May 1, 2002
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS BEING
SOLICITED, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL
STATEMENTS, SCHEDULES AND THE EXHIBITS THERETO. WRITTEN REQUESTS FOR COPIES OF
THE REPORT SHOULD BE DIRECTED TO THE ATTENTION OF SECRETARY, SOUTHERN INVESTORS
SERVICE COMPANY, INC., 2727 NORTH LOOP WEST, SUITE 200, HOUSTON, TEXAS 77008.
Page 13
SOUTHERN INVESTORS SERVICE COMPANY, INC.
2727 North Loop West, Suite 200, Houston, Texas 77008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby revokes any proxy or proxies heretofore given and
appoints Walter M. Mischer and Walter M. Mischer, Jr., or either of them, the
attorneys and proxies of the undersigned, each with full power of substitution,
to represent and to vote on behalf of the undersigned at the Annual Meeting of
Stockholders of Southern Investors Service Company, Inc., to be held in the
board room of Southern Investors Service Company, Inc., 2727 North Loop West,
Suite 200, Houston, Texas on May 21, 2002 at 10:00 a.m., Houston time, and at
any adjournment of said meeting, all of the shares of Common Stock in the name
of the undersigned or which the undersigned may be entitled to vote.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF A CHOICE IS NOT
INDICATED WITH RESPECT TO ITEM 1, THIS PROXY WILL BE VOTED IN FAVOR OF SUCH
PROPOSAL.
(Continued, and to be signed and dated, on reverse side)
[X] Please mark
your votes
as this
_________________
COMMON
1. ELECTION OF DIRECTORS. WITHHOLD Walter M. Mischer, Walter M. Mischer, Jr. and 2. FOR THE TRANSACTION OF SUCH
FOR all nominees listed AUTHORITY Eric M. Schumann OTHER BUSINESS as may be
at right (except as To vote for (INSTRUCTION: To withhold authority to vote properly brought before the
marked to the All nominees for any individual nominee, write that nominee's meeting
contrary) listed to the right name in the space provided below.)
Signatures should agree with
name of stock certificate as
shown hereon. When shares are
held by joint tenants, both
should sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such. If a
corporation, please sign in
full corporate name by
President or other authorized
officer. If a partnership,
please sign in full
partnership name by authorized
person.
Dated:__________________, 2002
______________________________
(Stockholder's Signature)
______________________________
(Stockholder's Signature)