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 LOGO]
NOVEMBER 7, 2002
To the Preferred Stockholders of Howell Corporation:
Re: Notice of Merger and Appraisal Rights
NOTICE IS HEREBY GIVEN pursuant to Section 3(h) of the Howell Corporation
Certificate of Designations relating to its $3.50 Convertible Preferred Stock,
Series A, that Howell Corporation ("Howell") has entered into an Agreement and
Plan of Merger, dated as of September 29, 2002 (the "Merger Agreement"), among
Howell, Anadarko Petroleum Corporation ("Anadarko") and Belair Merger Corp., a
direct wholly owned subsidiary of Anadarko ("Subcorp"), pursuant to which
Subcorp will be merged with and into Howell, the separate existence of Subcorp
will cease and Howell will continue as the surviving corporation and a direct
subsidiary of Anadarko. In the merger, among other things, each share of Howell
common stock will be converted into and become the right to receive $20.75 in
cash, without interest, and each share of Howell preferred stock will be
converted into and become the right to receive $76.15 in cash, without interest.
The merger consideration of $76.15 per share of preferred stock was obtained by
multiplying the $20.75 per share amount to be paid to holders of Howell common
stock by 3.67, the number of shares of common stock into which each outstanding
share of preferred stock is convertible. Our certificate of incorporation will
not be amended in the merger.
ONLY HOLDERS OF COMMON STOCK ARE ENTITLED TO VOTE ON THE MERGER. A special
meeting of the common stockholders of Howell will be held on December 6, 2002,
at 10:00 a.m., Houston, Texas time on the Concourse Level of the Howell
Building, 1111 Fannin, Houston, Texas 77002 to consider and vote upon a proposal
to adopt the Merger Agreement. We cannot complete the merger unless the holders
of at least a majority of our outstanding common stock vote to approve and adopt
the Merger Agreement. If the common stockholders approve and adopt the Merger
Agreement at the special meeting on December 6, 2002, we expect to complete the
merger promptly thereafter and holders of common stock would be entitled to
exchange certificates representing their shares of common stock for the merger
consideration after that time. For more information regarding the terms and
conditions of the Merger Agreement and the common stockholders meeting, please
see the accompanying proxy statement.
In addition, NOTICE IS HEREBY GIVEN that, in accordance with Section
262(d)(1) of the General Corporation Law of the State of Delaware, holders of
our preferred stock will have the right to seek appraisal of the fair value of
their shares of preferred stock as determined by the Delaware Court of Chancery
if the merger is completed, but only if they submit a written demand for an
appraisal prior to the vote on the Merger Agreement, hold such shares as of the
time of the demand and continuously through the effective time of the merger and
comply with other Delaware law procedures. The requirements for the proper
exercise of appraisal rights are explained in the accompanying proxy statement
on page 8 under the caption "Information About the Special Meeting and
Voting -- Appraisal Rights." In addition, a copy of Section 262 of the General
Corporation Law of the State of Delaware has been attached to the proxy
statement as Annex C for your information. Reference is made to Annex C for a
full statement of your appraisal rights.
Pursuant to the Merger Agreement, we may declare and pay the regular
quarterly dividend of $0.875 per share in cash in respect of our preferred
stock, provided that the regular quarterly dividend on our preferred stock that
would be paid on December 31, 2002 may not be declared prior to December 1,
2002, may not have a record date prior to December 11, 2002 and may not be paid
if the merger is consummated on or prior to
December 10, 2002. If the merger agreement is approved and adopted by the
required vote of our common stockholders at the special meeting on December 6,
2002, subject to the satisfaction or waiver of the other conditions set forth in
the merger agreement, we expect to consummate the merger on or prior to December
10, 2002. In such event, the regular quarterly dividend on our preferred stock
for the fourth quarter of 2002 would not be paid.
The record date for the determination of stockholders entitled to receive
notice of the merger and appraisal rights has been fixed by the Board of
Directors as the close of business on November 4, 2002.
By Order of the Board of Directors,
/s/ ROBERT T. MOFFETT
Robert T. Moffett
Vice President, General Counsel
and Secretary