SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Howell Corporation
(Name of Registrant as Specified in Its Charter)
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[HOWELL CORPORATION LOGO] PRESS RELEASE
For Immediate Release Contact: John E. Brewster, Jr.
Vice President
(713) 658-4084
HOWELL REACHES AGREEMENT
TO BE ACQUIRED BY ANADARKO
HOUSTON, TEXAS, September 30, 2002 - HOWELL CORPORATION (NYSE:HWL; NASDAQ:HWLLP)
today announced it has entered into an agreement to be acquired by Houston-based
Anadarko Petroleum Corporation (NYSE: APC) in a cash merger in which Howell's
common stockholders are to receive $20.75 per share and holders of Howell's
$3.50 convertible preferred stock are to receive $76.15 per share. The
acquisition's value is approximately $265 million, including Howell's bank debt,
which is anticipated to be about $65 million at closing.
Anadarko and Howell boards of directors have unanimously approved the
acquisition, which is expected to close by late 2002 or early 2003, subject to
normal conditions, including approval by holders of a majority of Howell common
stock. Howell directors, officers and founding-family members representing about
40 percent of common shares outstanding, have agreed to vote their shares in
favor of the transaction with Anadarko.
Additional details of the transaction, including the terms of the merger
agreement reached by Howell and Anadarko, will be set forth in proxy materials
to be mailed to Howell shareholders in connection with a special meeting of
Howell common shareholders.
"The Anadarko transaction represents a substantial premium to our historical
trading range, greatly accelerating the creation of value that we have sought on
behalf of our shareholders," Howell President and Chief Executive Officer
Richard K. Hebert said. "The transaction should also be good news for our
employees who will be a crucial resource as Anadarko aggressively pursues growth
plans involving our Wyoming properties. This is a classic example of a win-win
consolidation opportunity. The board of directors has agreed to recommend that
shareholders vote in favor of the merger when it is presented to them later this
year."
"Howell will fill an important niche in our overall project portfolio and will
provide a lot of the talent needed to expand our oil production in Wyoming,"
Anadarko President and CEO John Seitz said. "Howell has an excellent asset base
in Wyoming, including the Salt Creek field, which we believe represents one of
the largest remaining enhanced oil recovery opportunities in the Lower 48
states. Anadarko already has a significant natural gas exploration effort
underway in the region. This transaction will help provide a nice balance to
that effort."
Howell is an oil and gas exploration and production company with proved reserves
of 45 million barrels of oil equivalent at year-end 2001 and current net
production of approximately 12,000 BOE per day, primarily in the Salt Creek and
Elk Basin fields in Wyoming. About 98 percent of Howell's proved reserves are
fully developed, and about 88 percent are oil. Howell's 2001 year-end reserves
were reviewed by two outside engineering firms.
Anadarko Petroleum Corporation is one of the world's largest independent oil and
gas exploration and production companies, with assets of $17 billion and
reserves of 2.3 billion BOE. Houston-based Anadarko is active in the U.S.,
Canada, Algeria and Qatar and is executing a strategic exploration program in
several other countries. More information is available at www.anadarko.com .
This press release includes forward-looking statements within the meaning of
Section 27A of the Securities Exchange Act of 1934. Although Howell believes
that its expectations are based upon reasonable assumptions, it can give no
assurance that its goals will be achieved. Important factors that could cause
actual results to differ materially from those in the forward-looking statements
herein include the timing and extent of changes in commodity prices for oil and
gas, the need to develop and replace reserves, uninsured risks, environmental
risks, drilling and operating risks, risks related to exploration and
development, the availability of capital resources, uncertainties about the
estimates of reserves, competition and government regulation.
IMPORTANT INFORMATION: Howell Corporation intends to file with the SEC, and mail
to its stockholders, a proxy statement in connection with the transaction.
INVESTORS AND SECURITY HOLDERS OF HOWELL ARE URGED TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT
HOWELL AND THE PROPOSED TRANSACTION. Investors and security holders may obtain a
free copy of the proxy statement (when it is available) at the SEC's web site at
www.sec.gov. A free copy of the proxy statement may also be obtained from Howell
or Anadarko. Howell and its executive officers and directors, and Anadarko, may
be deemed to be participants in the solicitation of proxies from the
stockholders of Howell in favor of the transaction. Information regarding the
interests of Howell's officers and directors in the transaction will be included
in the proxy statement. In addition to the proxy statement to be filed by Howell
in connection with the transaction each of Howell and Anadarko file annual,
quarterly and special reports, proxy and information statements, and other
information with the SEC. Investors may read and copy any of these reports,
statements and other information at the SEC's public reference room located at
450 5th Street, N.W., Washington, D.C., 20549. Investors should call the SEC at
1-800-SEC-0330 for further information. The reports, statements and other
information filed by Howell and Anadarko with the SEC are also available for
free at the SEC's web sit at www.sec.gov. A free copy of these reports,
statements and other information may also be obtained from Howell or Anadarko.
INVESTORS SHOULD READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION.
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