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 Section 240.14a-11(c) or Section 240.14a-12
Calcasieu Real Estate and Oil Co., Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
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Notes:
CALCASIEU REAL ESTATE AND OIL CO., INC.
POST OFFICE BOX 899
LAKE CHARLES, LOUISIANA 70602
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The annual meeting of the stockholders of Calcasieu Real Estate and Oil
Co., Inc., (the "Company") will be held at First National Bank of Lake Charles,
One Lakeside Plaza, Lake Charles, Louisiana 70601, April 16, 1998, at 11:00
a.m., to:
1. Fix the number of directors at eight and elect directors.
2. Transact such other business as may properly come before the meeting.
Only stockholders of record at the close of business on February 27, 1998,
are entitled to notice of and to vote at the meeting.
Lake Charles, Louisiana
March 18, 1998
BY ORDER OF THE BOARD OF DIRECTORS
/s/ CHARLES D. VICCELLIO /s/ ARTHUR HOLLINS, III
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Charles D. Viccellio Arthur Hollins, III
Vice President & Secretary President
PLEASE DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE. NO ADDITIONAL POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.
YOUR PROMPT RESPONSE WILL BE APPRECIATED.
CALCASIEU REAL ESTATE AND OIL CO., INC.
POST OFFICE BOX 899
LAKE CHARLES, LOUISIANA 70602
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
APRIL 16, 1998
GENERAL
The accompanying proxy is solicited on behalf of the Board of Directors of
Calcasieu Real Estate and Oil Co., Inc. (the "Company") for use at the Annual
Meeting of Stockholders to be held April 16, 1998, at the time and place and for
the purposes set forth in accompanying Notice of Meeting. The date of this
Proxy Statement is March 18, 1998.
The shares represented by any proxy in the enclosed form, if it is properly
executed and received at or prior to the meeting, will be voted in accordance
with the specifications made thereon. Proxies received on which no
specification is made will be voted for setting the number of directors at eight
and for election as directors the eight nominees named herein. Proxies are
revocable by written notice to the Secretary at any time prior to their exercise
and will be deemed revoked by attendance and voting at the meeting.
All expenses of preparing, printing and mailing the proxy and all materials
used in solicitation will be borne by the Company. Proxies may also be
solicited in person or by telephone or fax by directors, officers and other
employees of the Company, none of whom will receive additional compensation for
such services. The Company will also request brokerage houses, custodians and
nominees to forward these materials to the beneficial owners of the stock held
of record by them and pay the reasonable expenses of such persons for forwarding
the material.
Only stockholders of record at the close of business on February 27, 1998,
are entitled to notice of and to vote at the meeting. On that date, the Company
had outstanding 1,997,252 shares of common stock, each of which is entitled to
one vote.
ELECTIONS OF DIRECTORS
The Articles of Incorporation of the company provide that the number of
directors shall be not less than five nor more than fifteen. The exact number
will be determined by the vote of the stockholders, and a resolution will be
offered at the meeting to fix the number of directors at eight.
Each director will hold office for one year and until his successor is
elected and qualified. It is the intention of the persons named in the
accompanying proxy to vote in favor of the resolution fixing the number of
directors at eight and in favor of the election of the eight nominees named
below. If any nominee becomes unavailable for any reason, the shares
represented by the proxies will be voted for such person, if any, as may be
designated by the Board of Directors. Management has, however, no reason to
believe that any nominee will be unavailable.
At the 1997 annual meeting of shareholders, 1,111,500 shares, or 55.7% of
the 1,997,252 shares outstanding, voted. In excess of 98.5% of the shares cast
were voted for election of each nominee for director.
The information set forth below as to age, principal occupation or
employment, and amount and nature of beneficial ownership of common stock of the
Company has been furnished by each nominee for election. Unless otherwise
indicated, (i) all nominees have been with the same organization in essentially
the same position as listed below for the past five years, and (ii) the nominees
own, with sole voting and investment power, the shares listed.
The Company held seven Board of Directors meetings during 1997. Dr. Knapp
died during 1997. Directors Blake, Reeves and Hollins attended 100% of the
meetings; Directors Freund and Viccellio attended 86% of the meetings; Directors
Leach and Pruitt attended 71% of the meetings; Director Alexander attended 57%
of the meetings.
First Shares
Occupation and other Elected Beneficially Percent
Name and Age Directorships Director Owned of Class
------------ -------------------- -------- ------------ --------
Henry Chalkley Alexander - 62 Chairman of the Board, 1979 62,400 (1)(6) 3.12%
Sweetlake Land & Oil
Co., Inc. & North
American Land Co., Inc.
& President of H. G.
Chalkley & Sons, Inc.
Director of Lacassane
Co., Inc.
William D. Blake - 65 General Manager J. A. 1966 57,361 (2)(3) 2.87%
Bel Estate; President
of Bel Oil Corp.,
Lacassane Co., Inc., &
Howell Industries,
Inc.; Director of First
National Bank of Lake
Charles & Sweetlake
Land & Oil Co., Inc.
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PAGE>
First Shares
Occupation and other Elected Beneficially Percent
Name and Age Directorships Director Owned of Class
------------ -------------------- -------- ------------ --------
Troy A. Freund - 70 Petroleum Geologist, 1984 7,863 .39%
individual proprietor
Arthur Hollins, III - 67 Chairman of the Board 1974 31,477 (3)(4) 1.58%
of First National Bank
of Lake Charles;
Director of First
Commerce Corp. & First
National Bank of
Lafayette; President of
PBA Properties, Inc.
Laura A. Leach - 58 Secretary-Treasurer and 1996 69,434 (5)(6) 3.48%
Director of Sweetlake
Land & Oil Co., Inc.
and North American Land
Co., Inc., Director of
Hibernia Corp. and
Lacassane Co., Inc.
Frank O. Pruitt - 69 President of PWK 1981 18,300 (7) .92%
Timberland Corp. Prior
to `96 he was VP & CEO
of King Corp. Prior to
`94 he was an officer
and director of Powell
Lumber Co.
B. James Reaves, III - 63 Private investor, oil 1986 5,750 (8) .29%
and gas; estate mgmt.
Charles D. Viccellio - 64 Partner in Stockwell, 1996 15,450 (3) .77%
Sievert, Viccellio,
Clements & Shaddock,
L.L.P.
All Directors and 256,235 12.83%
Officers as a Group
(8 persons)
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(1) Includes 11,250 shares owned by corporations of which Mr. Alexander is an
officer and director.
(2) Includes 3,450 shares owned by Mr. Blake's wife and 3,825 shares held in
trusts for which Mr. Blake or his wife serve as trustee of co-trustee.
Includes 550 shares owned by a corporation of which Mr. Blake is a
Director. Mr. Blake disclaims ownership of these shares.
(3) Mr. Hollins is President of the Company, Mr. Viccellio is its Vice-
President and Secretary and Mr. Blake is also its Vice-President and
Treasurer.
(4) Includes 3,000 shares belonging to a trust of which Mr. Hollins is one of
the beneficiaries.
(5) Includes 11,250 shares owned by corporations of which Mrs. Leach is an
officer and director. Includes 1776 shares owned by Mrs. Leachs's son as
to which beneficial ownership is disclaimed.
(6) Mr. Alexander and Mrs. Leach are brother and sister.
(7) Includes 2,900 shares owned by Mr. Pruitt's wife and 1450 shares owned by a
trust of which Mr. Pruitt's wife is trustee. Mr. Pruitt disclaims
ownership of these shares.
(8) Includes 1,000 shares owned by B. James Reaves Trust, B. James Reaves, III,
Trustee and 1,000 shares owned by B. James Reaves, III, Custodian for
Elizabeth Reaves, Minor. Mr. Reaves disclaims ownership of these shares.
REMUNERATION AND OTHER TRANSACTIONS
Remuneration
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No director or officer of the Company received remuneration from the
Company in excess of $11,700 for the year ended December 31, 1997. The total
1997 cash and cash equivalent remuneration to all directors and officers of the
Company as a group was $33,000.
Other transactions
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Arthur Hollins, III, President and a director of the Company is the
Chairman of the Board of the First National Bank of Lake Charles, (the "Bank").
Mr. Blake, an officer and director of the Company is also a director of the
Bank. The Company deposits all receipts into an interest-bearing money market
account at First National Bank. The largest total outstanding amount on deposit
was $819,625 as of March 6, 1997. The balance for all accounts at First
National Bank as of December 31, 1997, was $287,809. The rates paid on these
deposits were the same as those paid to other customers on similar deposits at
similar times.
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Calcasieu Real Estate and Oil Co., Inc. owns an undivided 12.5% in
approximately 34,000 acres known as Walker Louisiana Properties. Mr. Hollins is
President of PBA Properties, Inc. and Mr. Blake is executor of an estate, each
of which also owns 12.5% in the same property.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's financial statement for the years ended December 31, 1995,
December 31, 1996, and December 31, 1997, were audited by the firm of McElroy,
Quirk & Burch, independent certified public accountants, and they will continue
as the Company's auditors until changed by the Board of Directors.
Representatives of McElroy, Quirk & Burch will not attend the annual meeting.
OTHER MATTERS
At the time of the preparation of this Proxy Statement, the Company had not
been informed of any matters to be presented by, or on behalf of, the Company or
its management, for action at the meeting other than those listed in the notice
of meeting and referred to herein. If any other matters come before the meeting
or any adjournment thereof, the persons named in the enclosed proxy will vote on
such matters according to their best judgment.
Stockholders are urged to sign the enclosed proxy, which is solicited on
behalf of the Board of Directors, and return it at once in the enclosed
envelope.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ CHARLES D. VICCELLIO
________________________________________
Charles D. Viccellio
Vice-President and Secretary
Lake Charles, Louisiana
March 18, 1998
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
The undersigned hereby constitutes and appoints WILLIAM D. BLAKE and
CHARLES D. VICCELLIO, or either of them acting in the absence of the other with
power of substitution, the proxies of the undersigned to attend the annual
meeting of shareholders of Calcasieu Real Estate & Oil Co., Inc. on April 16,
1998, and any adjournment thereof, and to vote the shares of said corporation
standing in the name of the undersigned.
1. To set the number of directors at eight.
( ) FOR ( ) AGAINST ( ) ABSTAIN
2. To elect directors.
FOR all nominees listed below ( ) WITHHOLD AUTHORITY ( )
(except as marked to the contrary to vote for all nominees listed
below) below
INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.
3. Henry C. Alexander Laura A. Leach
William D. Blake Frank O. Pruitt
Troy A. Freund B. James Reaves, III
Arthur Hollins, III Charles D. Viccellio
4. In their discretion, to vote upon such other matters as may properly come
before the meeting or any adjournment thereof.
This proxy will be voted as specified. IF NO SPECIFIC DIRECTIONS ARE
GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH HEREIN.
DATE: ________________ SIGNATURE: _________________________________
Please sign exactly as name appears on the certificate or certificates
representing shares to be voted by this proxy. When signing as executor,
administrator, attorney, trustee or guardian, please give full titles as such.
If a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized persons.