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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by 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 Rules
14a-6(e)(2) and 14c-5(d)(2))
[X] Definitive Proxy/Information Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
CORE LABORATORIES N.V.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
[ ] 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 number,
or the Form or Schedule and the date of its filing.
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CORE LABORATORIES N.V.
HERENGRACHT 424
1017 BZ AMSTERDAM
THE NETHERLANDS
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 27, 1999
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To The Shareholders:
The 1999 Annual Meeting of the Shareholders of Core Laboratories N.V. (the
"Company"), a limited liability company organized under the laws of The
Netherlands, will be held at the law offices of Nauta Dutilh, Weena 750, 3014 DA
Rotterdam, The Netherlands, on Thursday, May 27, 1999 at 10:00 a.m., local time,
for the following purposes:
1. To elect eight members to the Board of Supervisory Directors of the
Company, consisting of three Class I Supervisory Directors, three Class II
Supervisory Directors and two Class III Supervisory Directors, to serve
until the annual meeting of shareholders in 2002, 2000 and 2001,
respectively, and until their successors shall have been duly elected and
qualified;
2. To confirm and adopt the Dutch Statutory Annual Accounts of the
Company for the fiscal year ended December 31, 1998;
3. To approve the extension of the authority of the Management Board
of Core Laboratories N.V. to repurchase up to 10% of the outstanding share
capital of the Company until November 26, 2000;
4. To approve the extension of the authority of the Supervisory Board
to issue and/or to grant rights (including options to purchase) on common
and/or preferred shares of the Company until May 26, 2004;
5. To approve the extension of the authority of the Supervisory Board
to limit or exclude the preemptive right of the holders of the common
shares of the Company until May 26, 2004;
6. To ratify and approve the appointment of Arthur Andersen LLP as the
Company's independent public accountants for the fiscal year ending
December 31, 1999; and
7. To transact such other business as may properly come before the
Annual Meeting or any adjournment(s) thereof.
Copies of the Annual Accounts, the report of the Management Board and the
list of nominees for the Supervisory Board are open for inspection at the
offices of the Company, located at Herengracht 424, 1017 BZ Amsterdam, The
Netherlands, Attention: Mr. Jacobus Schouten, by registered shareholders and
other persons entitled to attend meetings of shareholders of the Company. Such
copies will be open for inspection from the date hereof until the close of the
Annual Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING
REGARDLESS OF WHETHER YOU PLAN TO ATTEND. THEREFORE, PLEASE MARK, SIGN, DATE AND
RETURN THE ENCLOSED PROXY PROMPTLY. IF YOU ARE PRESENT AT THE ANNUAL MEETING AND
WISH TO DO SO, YOU MAY REVOKE THE PROXY AND VOTE IN PERSON.
By Order of the Board of Supervisory
Directors,
/s/ JACOBUS SCHOUTEN
Jacobus Schouten
Supervisory Director
May 1, 1999
Amsterdam, The Netherlands
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CORE LABORATORIES N.V.
HERENGRACHT 424
1017 BZ AMSTERDAM
THE NETHERLANDS
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PROXY STATEMENT
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SOLICITATION AND REVOCATION OF PROXIES
The accompanying proxy is being solicited by and on behalf of the Board of
Supervisory Directors (the "Supervisory Board") of Core Laboratories N.V. (the
"Company") for use at the 1999 Annual Meeting of the Shareholders of the Company
(the "Annual Meeting") to be held at the law office of Nauta Dutilh, Weena 750,
3014 DA Rotterdam, The Netherlands, on Thursday, May 27, 1999 at 10:00 a.m.,
local time. If the accompanying proxy is properly executed and returned, the
shares it represents will be voted at the Annual Meeting in accordance with the
directions noted thereon, or, if no directions are indicated, it will be voted
in favor of the proposals described in this Proxy Statement. Any shareholder
giving a proxy has the power to revoke it by oral or written notice to the
Secretary of the Company at any time before it is voted.
The solicitation of proxies by the Supervisory Board will be conducted by
mail. In addition, certain members of the Supervisory Board (each, a
"Supervisory Director"), officers and regular employees of the Company may
solicit proxies in person or by facsimile, telex or telephone. The Company will
bear the cost of preparing and mailing proxy materials as well as the cost of
soliciting proxies. The Company will reimburse banks, brokerage firms,
custodians, nominees and fiduciaries for their expenses in sending proxy
materials to the beneficial owners of the common shares, par value NLG .03 per
share, of the Company (the "Common Shares").
At the close of business on March 8, 1999, the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting, there were 29,380,544 Common Shares outstanding, each of which is
entitled to one vote. The class of Common Shares is the only class of capital
stock of the Company outstanding and entitled to notice of and to vote at the
Annual Meeting. The presence, in person or by proxy, of at least a majority of
the outstanding Common Shares is required for a quorum. Common Shares abstained
from voting will have the effect of a vote against a proposal. Broker non-votes
will not be counted to determine the shareholders entitled to vote on a
proposal, and will not affect the outcome of the vote on such matter.
A copy of the Company's Annual Report on Form 10-K, including the financial
statements, schedules and exhibits thereto, may be obtained without charge by
written request to John D. Denson, Secretary, in care of Core Laboratories,
Inc., 5295 Hollister Road, Houston, Texas 77040.
This Proxy Statement and the accompanying proxy were first mailed to
shareholders on or about May 1, 1999.
ITEM 1
ELECTION OF SUPERVISORY DIRECTORS
The articles of association of the Company provide for one or more
Supervisory Directors. The Supervisory Directors are proposed by the Supervisory
Board and elected at each annual meeting of shareholders by the affirmative vote
of the holders of a majority of the common shares present in person or by proxy.
The shareholders may override the proposal of the Supervisory Board by a vote of
two-thirds of the votes cast at the meeting if more than one-half of the
outstanding share capital is present or represented. The Supervisory Board is
divided into Classes I, II and III, the terms of office of which are scheduled
to expire on the dates of the annual meeting of shareholders in 2002, 2000 and
2001, respectively.
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The Supervisory Board is proposing the election of eight Supervisory
Directors at the Annual Meeting. Three of the nominees (David M. Demshur,
Timothy J. Probert and Jacobus Schouten) will be elected as Class I Supervisory
Directors for a term expiring 2002, three of the nominees (Bob G. Agnew, Joseph
R. Perna and James A. Read) will be elected as Class II Supervisory Directors
for a term expiring 2000 and two of the nominees (Richard L. Bergmark and
Stephen D. Weinroth) will be elected as Class III Supervisory Directors for a
term expiring 2001. At each future annual meeting of shareholders, the
successors to the class of Supervisory Directors whose terms shall expire that
year shall be elected to hold office for a term of three years and until their
respective successors shall have been duly elected and qualified. All of the
nominees for Supervisory Directors are presently members of the Supervisory
Board.
Unless otherwise instructed or unless authority to vote is withheld, the
enclosed proxy will be voted for the election of the nominees listed below. If
at the time of or prior to the Annual Meeting any of the nominees should be
unable or decline to serve, the discretionary authority provided in the proxy
may be used to vote for a substitute or substitutes designated by the
Supervisory Board. The Supervisory Board has no reason to believe that any
substitute nominee or nominees will be required. No proxy will be voted for a
greater number of persons than the number of nominees named herein.
THE SUPERVISORY BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE NOMINEES
FOR SUPERVISORY DIRECTOR AS SET FORTH ABOVE, AND PROXIES EXECUTED AND RETURNED
WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.
The following table sets forth the names, ages and titles of the persons
who have been nominated for election as Supervisory Directors:
CLASS I SUPERVISORY DIRECTORS
(TERM EXPIRES 2002)
NAME AGE POSITION
- ---- --- --------
David M. Demshur............. 44 President, Chief Executive
Officer and Supervisory
Director
Timothy J. Probert........... 47 Supervisory Director
Jacobus Schouten............. 44 Supervisory Director
CLASS II SUPERVISORY DIRECTORS
(TERM EXPIRES 2000)
NAME AGE POSITION
- ---- --- --------
Bob G. Agnew................. 68 Supervisory Director
Joseph R. Perna.............. 55 Supervisory Director
James A. Read................ 49 Supervisory Director
CLASS III SUPERVISORY DIRECTORS
(TERM EXPIRES 2001)
NAME AGE POSITION
- ---- --- --------
Richard L. Bergmark.......... 45 Chief Financial Officer,
Treasurer and Supervisory
Director
Stephen D. Weinroth.......... 60 Chairman of the Supervisory
Board and Supervisory
Director
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Set forth below is a brief description of the business experience and
length of service of the Supervisory Directors.
Bob G. Agnew was, until his retirement in January 1994, Manager of Drilling
for International Operations for Exxon Company International (a division of
Exxon Corporation) and a member of the Production Advisory Committee of Exxon
Production Research Company. Mr. Agnew is a member of the Society of Petroleum
Engineers and has served on its Drilling Technical Committee. He has served as a
Supervisory Director since 1995.
Richard L. Bergmark joined Western Atlas International, Inc. ("Western
Atlas") as Treasurer in 1987. In 1991, he became the Area Manager for Finance
and Administration for Europe, Africa and the Middle East operations of Western
Geophysical, and in 1994 he became Chief Financial Officer of the Company. Mr.
Bergmark presently serves as Chief Financial Officer, Treasurer and a
Supervisory Director of the Company. He has served as a Supervisory Director
since 1995.
David M. Demshur joined the Company in 1979 and has held various operating
positions since that date, including Manager of Geological Sciences, Vice
President of Europe, Africa and the Middle East in 1989, Senior Vice President
of Petroleum Services in 1991 and President in 1994. Mr. Demshur presently
serves as President, Chief Executive Officer and a Supervisory Director of the
Company. He has served as a Supervisory Director since 1994. Mr. Demshur is a
member of the Society of Petroleum Engineers, the American Association of
Petroleum Geologists, Petroleum Exploration Society of Great Britain and the
Society of Core Analysts Section of the Society of Professional Well Loggers
Association.
Joseph R. Perna joined the Company as General Manager in 1985. In 1991, he
was promoted to Senior Vice President, with responsibility for certain
Laboratory Services operations and the Technology Products Division, a position
he held until his retirement from the Company on March 31, 1998. Mr. Perna has
served as a Supervisory Director since 1995.
Timothy J. Probert has served as the President of Baker Hughes Inteq (a
business unit of Baker Hughes Inc., a diversified oil service company ("Baker
Hughes") since September 1995 and Vice President of Baker Hughes since March
1994. He joined Baker Hughes in 1972, where he has held various management
positions, including Vice President of Drilling and Evaluation Technology for
Baker Hughes Inteq, President of Eastman Teleco, President of Milpark Drilling
Fluids and Vice President of Marketing for Baker Sand Control. Mr. Probert has
served as a Supervisory Director since 1995.
James A. Read is a member of the board of directors of Mezzanine Management
Limited, the firm which has served as the investment advisor to First Britannia
Mezzanine N.V. ("First Britannia") since First Britannia's formation in 1988.
First Britannia is an investment company whose funds are provided by
institutional investors. It has been an investor in the Company since the
purchase of Core Laboratories from Western Atlas in 1994. Mr. Read has been a
Supervisory Director of the Company since its purchase from Western Atlas and is
also a member of the board of directors of various European companies.
Jacobus Schouten has been an executive officer of First Britannia since
1989. Mr. Schouten has been a Supervisory Director of the Company since 1994,
and he is a member of the board of directors of various European companies,
including CB Holdings SA.
Stephen D. Weinroth is a Partner of Andersen, Weinroth & Co., L.P., an
investment firm, and a managing director of First Britannia, which position he
has held since its inception in 1988. From 1993 to 1995, he served as
Co-Chairman and Co-Executive Officer of VETTA Sports, Inc., an international
bicycle parts and accessories producer and distributor. Mr. Weinroth has been a
Supervisory Director since 1994, the chairman of the Supervisory Board since
1995 and is a member of the board of directors of Hovnanian Enterprises, Inc.
EXECUTIVE OFFICERS
The executive officers of the Company currently are David M. Demshur, Monty
L. Davis, Richard L. Bergmark and John D. Denson. Biographical information
regarding Messrs. Demshur and Bergmark is set
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forth above. The following biography describes the business experience of the
remaining executive officers. The executive officers are not Managing Directors
of the Company for purposes of Dutch law.
Monty L. Davis, who is 44 years of age, joined Western Atlas in 1977
holding various management positions including Atlas Wireline Division Financial
Controller for Europe, Africa and the Middle East, Core Laboratories N.V.
Division Vice President of Finance, and Atlas Wireline Division Vice President
of Finance and Administration. In 1993, Mr. Davis joined Bovar Inc. of Calgary,
Canada, as Chief Financial Officer, then Chief Operating Officer, and in 1995
President and Chief Executive Officer. Mr. Davis joined the Company as Senior
Vice President in 1998, and subsequently was promoted to Chief Operating
Officer.
John D. Denson joined Western Atlas as Division Counsel in 1992, with
responsibility for the Core Laboratories division. Mr. Denson, who is 41 years
of age, presently serves as Vice President, General Counsel and Secretary of the
Company. Mr. Denson is a member of the State Bar of Texas.
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth certain information, as of December 31, 1998,
with respect to the Common Shares beneficially owned by (a) each person known by
the Company to own beneficially five percent or more of the Common Shares, (b)
each Supervisory Director and nominee for Supervisory Director, (c) each of the
executive officers and (d) all Supervisory Directors, nominees for Supervisory
Director and executive officers as a group.
COMMON SHARES OF PERCENTAGE OF
THE COMPANY COMMON SHARES
NAME OF BENEFICIAL OWNER(1) BENEFICIALLY OWNED OUTSTANDING
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First Britannia Mezzanine N.V.(2).................... 4,202,534 14.3
Franklin Resource Inc.(3)............................ 1,753,800 6.0
Stephen D. Weinroth(4)............................... 397,500 1.4
David M. Demshur..................................... 223,832 *
Richard L. Bergmark.................................. 99,612 *
Joseph R. Perna...................................... 96,376 *
John D. Denson....................................... 11,832 *
Timothy J. Probert................................... 6,000 *
Bob G. Agnew......................................... 4,600 *
James A. Read........................................ 4,000 *
Monty L. Davis....................................... 2,628 *
Jacobus Schouten..................................... -- --
All Supervisory Directors, nominees for Supervisory
Director and executive officers as a group......... 846,380 2.9
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* Represents less than 1%.
(1) Unless otherwise indicated, each person has sole voting power and investment
power with respect to the Common Shares listed.
(2) The business address of First Britannia is de Ruyterkade 62, Curacao,
Netherlands Antilles.
(3) As reported on the Schedule 13G dated January 27, 1999, the shares reported
by Franklin Resource are beneficially owned by one or more open or
closed-end investment companies or other managed accounts which are advised
by direct or indirect investment advisory subsidiaries of Franklin. Such
advisory contracts grant to the advisory subsidiaries all investment and/or
voting power over the shares. Charles B. Johnson and Rupert H. Johnson, Jr.
(the "Principal Shareholders") each own in excess of 10% of the outstanding
Common Stock of Franklin Resource and are the principal shareholders of
Franklin Resource. Franklin Resource and the Principal Shareholders may be
deemed to be, for purposes of Rule 13d-3 under the 1934 Act, the beneficial
owner of securities held by persons and entities advised by Franklin
Resource subsidiaries. Franklin Resource, the Principal Shareholders and
each of the advisory
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subsidiaries disclaim economic interest or beneficial ownership in any of
the shares. The business address of Franklin Resource is 901 Mariners Island
Blvd., 6th Floor, San Mateo, CA 94404.
(4) Mr. Weinroth is a Managing Director of First Britannia, and the numbers
above do not reflect any Common Shares owned by First Britannia.
COMMITTEES OF THE SUPERVISORY BOARD
The Supervisory Board has two standing committees, the identities,
memberships and functions of which are described below.
Audit Committee. The members of the Audit Committee of the Supervisory
Board (the "Audit Committee") are Messrs. Agnew and Weinroth. The Audit
Committee's functions include making recommendations concerning the engagement
of independent accountants, reviewing with the independent accountants the plan
and results of the auditing engagement, approving professional services provided
by the independent accountants and reviewing the adequacy of the Company's
internal accounting controls.
Compensation Committee. The members of the Compensation Committee of the
Supervisory Board (the "Compensation Committee") are Messrs. Perna, Probert and
Weinroth. The Compensation Committee's functions include a general review of the
Company's compensation and benefit plans to ensure that they meet corporate
objectives. The Compensation Committee reviews the Chief Executive Officer's
recommendations on (a) compensation of the senior executive officers of the
Company, (b) granting of awards under the Company's stock option and other
benefit plans and (c) adopting and changing major compensation policies and
practices of the Company. In addition to reviewing the compensation for the
Chief Executive Officer, the Compensation Committee reports its recommendations
to the whole Supervisory Board for approval. The Compensation Committee also
oversees the Company's 1995 Long-Term Incentive Plan and the 1995 Non-Employee
Directors Stock Option Plan.
INFORMATION REGARDING MEETINGS
The Supervisory Board held four meetings in 1998. The Audit Committee and
the Compensation Committee each held one meeting in 1998. Each Supervisory
Director attended at least 75% of the meetings of the Supervisory Board and of
the committees (if any) on which such person serves, with the exception of Mr.
Read, who attended 25% of such meetings.
DIRECTOR COMPENSATION
Each Supervisory Director who is not a full-time employee of the Company is
paid (a) an annual retainer of $24,000, payable semiannually in arrears, (b)
$1,000 per meeting of the Supervisory Board at which such individual is present
in person, (c) $750 per meeting of any committee thereof at which such
individual is present in person, (d) an additional $500 per meeting for each
committee meeting for which the individual is chairperson and (e) reimbursement
for all out of pocket expenses incurred in attending any meeting of the
Supervisory Board or any committee thereof. Supervisory Directors who are
full-time employees of the Company receive no compensation for serving as
Supervisory Directors.
The 1995 Nonemployee Director Stock Option Plan as amended (the
"Nonemployee Director Plan") provides for the issuance of up to 200,000 Common
Shares to eligible Supervisory Directors of the Company. Under the Nonemployee
Director Plan 10,000 options will be granted to each eligible director and
20,000 options will be granted to the chairman on an annual basis. The options
will be exercisable for a period of 10 years and will vest one year following
the date of grant. The exercise price of options granted under the Nonemployee
Director Plan equals the market price of the Common Shares on the date of grant.
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EXECUTIVE COMPENSATION
The following table summarizes, with respect to the Company's chief
executive officer and each of the three other most highly compensated executive
officers whose salary and bonus compensation from the Company exceeded $100,000
in 1998 (collectively, the "Named Executive Officers"), certain information
relating to the compensation earned for services rendered in all capacities
during fiscal years 1996 through 1998.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
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SECURITIES
ANNUAL COMPENSATION(1) UNDERLYING
FISCAL ----------------------- OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (NUMBER) COMPENSATION(2)
- --------------------------- ------ ---------- ---------- ------------ ---------------
David M. Demshur, President and Chief
Executive Officer.................... 1998 $317,539 $230,000 35,000 $21,583
1997 246,529 252,800 55,000 16,431
1996 215,112 131,219 -- 12,790
Monty L. Davis, Chief Operating Officer
and Senior Vice President............ 1998 $145,730 $ 90,573 30,000 $17,592
Richard L. Bergmark, Chief Financial
Officer and Treasurer................ 1998 $196,846 $ 94,886 20,000 $20,874
1997 171,019 130,300 96,000 15,428
1996 150,088 68,372 -- 11,778
John D. Denson, Vice President, General
Counsel and Secretary................ 1998 $156,692 $ 51,750 10,000 $21,876
1997 128,026 64,600 16,000 15,418
1996 114,059 29,550 -- 11,772
Joseph R. Perna........................ 1998 $110,654 -- 10,000 $10,698
Senior Vice President(3) 1997 196,529 $152,850 40,000 17,406
1996 174,093 77,695 -- 13,871
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(1) During the years ending December 31, 1996, 1997 and 1998, perquisites for
each individual named in the Summary Compensation Table aggregated less than
10% of the total annual salary and bonus reported for such individual in the
Summary Compensation Table. Accordingly, no such amounts are included in the
Summary Compensation Table.
(2) Consists of matching contributions and contributions by the Company through
its retirement plans, amounts paid under certain insurance plans and a
transportation allowance.
(3) Mr. Perna retired from the Company on March 31, 1998.
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STOCK OPTION GRANTS
The following table sets forth certain information with respect to stock
option grants made to the Named Executive Officers during 1998 under the
Company's 1995 Long-Term Incentive Plan, as amended (the "Stock Option Plan").
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
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% OF TOTAL POTENTIAL REALIZABLE VALUE
NUMBER OF OPTIONS AT ASSUMED ANNUAL RATE OF-
SECURITIES GRANTED STOCK-PRICE APPRECIATION-
UNDERLYING TO EXERCISE OF FOR OPTION TERM(1)
OPTIONS EMPLOYEES BASE PRICE ---------------------------
NAME GRANTED IN 1998 ($/SH) EXPIRATION DATE 5% 10%
- ---- ---------- ---------- ----------- --------------- ------------ ------------
David M. Demshur........ 35,000 6.0 18.375 February 11, 2008 1,047,583 1,688,101
Monty L. Davis.......... 30,000 5.1 18.375 August 13, 2008 897,928 1,429,801
Richard L. Bergmark..... 20,000 3.4 18.375 February 11, 2008 598,619 953,200
John D. Denson.......... 10,000 1.7 18.375 February 11, 2008 299,309 476,600
Joseph R. Perna(2)...... 10,000 1.7 18.375 February 11, 2008 299,309 476,600
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(1) The dollar amounts under these columns represent the potential realizable
value of each grant of options assuming that the market price of common
shares appreciate in value from the date of grant at the 5% and 10% annual
rates prescribed by the SEC and therefore is not intended to forecast
possible future appreciation, if any, of the price of Common Shares.
(2) Mr. Perna received the compensation indicated in this table under the
Company's 1995 Non-Employee Directors Stock Option Plan.
1998 OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth for the Named Executive Officers in the
Summary Compensation Table above information regarding options held by them at
December 31, 1998.
SECURITIES UNDERLYING VALUE OF SECURITIES UNDERLYING
UNEXERCISED OPTIONS HELD AT UNEXERCISED OPTIONS HELD AT
SHARES DECEMBER 31, 1998 DECEMBER 31, 1998(1)
ACQUIRED ON --------------------------- -------------------------------
EXERCISE VALUE
NAME OF OPTION REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ---------- ----------- ------------- ------------- ---------------
David M. Demshur........... -- -- 36,250 83,750 $493,125 $406,875
Monty L. Davis............. -- -- -- 30,000 $ -- $ --
Richard L. Bergmark........ -- -- 39,000 97,000 $762,625 $415,875
John D. Denson............. -- -- 16,000 26,000 $165,500 $184,500
Joseph R. Perna............ 65,000 $1,026,250 -- 10,000 $ -- $ --
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(1) Computed based on the difference between aggregate fair market value and
aggregate exercise price. The fair market value of the Common Shares on
December 31, 1998 was based on the average of the high and low sales prices
on the NYSE on such date.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Supervisory Directors, executive officers and
persons who own more than ten percent of the Common Shares of the Company to
file initial reports of ownership and reports of changes in ownership (Forms 3,
4, and 5) of Common Shares with the SEC and the NYSE. Supervisory Directors,
executive officers and greater than ten percent shareholders are required by SEC
regulation to furnish the Company with copies of all such forms that they file.
To the Company's knowledge based solely on its review of the copies of such
reports received by it and on written representations by certain reporting
persons that no reports on Form 5 were required, the Company
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believes that during the fiscal year ending December 31, 1998, all Section 16(a)
filing requirements applicable to its Supervisory Directors, executive officers
and ten percent shareholders were complied with.
TRANSACTIONS WITH MANAGEMENT AND CERTAIN SHAREHOLDERS
Set forth below is a description of certain transactions entered into
between the Company and certain of its Supervisory Directors, nominees for
Supervisory Director and shareholders.
Transactions with Shareholders
The Company and the holders of Common Shares prior to the initial public
offering of the Company are parties to a Registration Rights Agreement, dated as
of September 15, 1995 (the "Registration Rights Agreement"). Upon the request
from one or more shareholders holding at least 15% of the then outstanding
Common Shares (the "Requesting Holders"), the Company is required to file a
registration statement under the Securities Act of 1933, as amended (the
"Securities Act") to register the Common Shares held by the requesting holders
and any other shareholders who are parties to the Registration Rights Agreement
and who desire to sell Common Shares. The holders of Common Shares who are
parties to the Registration Rights Agreement are subject to a maximum of two
requests in total as well as a maximum of one request in any three-month period.
Subject to certain conditions and limitations, the Registration Rights Agreement
provides that holders of registrable Common Shares may participate in a
registration by the Company of any of its Common Shares in an underwritten
offering. In the case of both types of registration, the number of Common Shares
that may be registered is subject to limitation if the managing underwriter
determines that market conditions require such a limitation. The rights
conferred by the Registration Rights Agreement are transferable to transferees
of the Common Shares. The Company is generally required to bear all registration
expenses (other than underwriting discounts and commissions) in connection with
these registrations.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1998, no executive officer served as (a) a member of the
Compensation Committee (or other board committee performing equivalent functions
or, in the absence of any such committee, the entire board of directors) of
another entity, one of whose executive officers served as a Supervisory Director
or (b) a director of another entity, one of whose executive officers served on
the Supervisory Board or the board of directors of a subsidiary of the Company.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee's responsibilities are (a) to oversee the
development of the compensation program for the Company's officers and
managerial employees, (b) to administer the incentive and stock option plans,
including approval of grants and awards under these plans and (c) to establish
the compensation program for the chief executive officer and the other executive
officers. With the assistance of an independent consultant, the Compensation
Committee completed a comprehensive review of the management compensation
program. The Compensation Committee also reviewed market compensation trends and
established the compensation program for nonemployee supervisory directors.
During 1998, the Compensation Committee was comprised of the following
Supervisory Directors, all of whom were nonemployee Supervisory Directors of the
Company: Timothy J. Probert, Joseph R. Perna and Stephen D. Weinroth.
Executive Compensation Philosophy
The objective of the compensation program for officers and managers is to
create strong financial incentives for corporate and division officers and
managers to increase profits, revenues and operating efficiency, which will lead
to an increase in shareholder value. The following objectives guide the
Compensation Committee in its deliberations:
- Provide a competitive compensation program that enables the Company to
attract and retain key executives and Supervisory Board members.
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- Ensure a strong relationship between the performance results of the
Company and the total compensation received.
- Balance both annual and longer term performance objectives of the
Company.
- Encourage executives to acquire and retain meaningful levels of Common
Shares.
- Work closely with the chief executive officer to ensure that the
compensation program supports the management style, objectives and
culture of the Company.
In addition to normal employee benefits, the executive total compensation
program includes base salary, annual cash incentive compensation and longer term
stock-based grants and awards.
Market Comparisons. Primary market comparisons are made to oilfield service
companies, adjusted for size and job responsibilities. The market comparison
companies used in the development of the compensation program are broader than
those used in the performance graph presented elsewhere in this proxy statement
and are used because they are more representative of the market in which the
Company competes for executive talent. Data sources include oilfield industry
surveys, national survey databases and general trend data provided by
consultants.
Variable Incentives. Variable incentives, both annual and longer term, are
major components of the program and are used to link pay and performance results
appropriate to each executive officer or manager. Variable incentive awards and
performance standards are calibrated such that total compensation will
approximate the market 50th percentile when the Company's performance plans are
achieved and exceed the 50th percentile when the Company's performance plans are
exceeded.
Internal Revenue Code Section 162(m). Internal Revenue Code Section 162(m)
imposes a $1,000,000 limit, with certain exceptions, on the deductibility of
compensation paid to each of the five highest paid executive officers. In
particular, compensation that is determined to be "performance based" is exempt
from this limitation. To be "performance based," incentive payments must use
predetermined objective standards, limit the use of discretion in making awards
and be certified by the Compensation Committee made up of "outside directors."
It is not anticipated that any executive will receive compensation in excess of
this limit during 1999. The Compensation Committee will continue to monitor this
situation and will take appropriate action if it is warranted in the future.
EXECUTIVE COMPENSATION PROGRAM
The following is a discussion of each of the principal components of the
executive total compensation program.
Base Salary. The base salary program targets the median of the primary
comparison group for corporate and divisional officers and managers. Each
executive is reviewed individually on an annual basis. Salary adjustments are
based on the individual's experience and background, the individual's
performance during the prior year, the general movement of salaries in the
marketplace and the Company's financial position. As a result of these factors,
an executive's base salary may be above or below the targeted median at any
point in time.
Annual Incentive Compensation. The Company administers an annual incentive
plan for its corporate and divisional officers and managers. The goal of the
plan is to reward participants in proportion to (a) the performance of the
Company as a whole and the division for which they have direct responsibility
and (b) their individual contributions to the Company's success.
For 1998, corporate participants were measured on EBIT and earning per
share, while division participants were also measured on working capital
management. In addition, a discretionary component was included as part of the
plan to recognize outstanding effort and dedication. The measures were weighted
substantially equally.
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If budgeted performance is achieved, the resulting incentive awards, in
combination with base salary, are targeted at the 50th percentile of the market.
During 1998, actual corporate performance results exceeded the budget, due in
part to the substantial growth of the Company through acquisitions. As a result
of these achievements, cash compensation levels paid to the executive officers,
were greater than the 50th percentile.
Supplemental Executive Retirement Plans. The Company has adopted the Core
Laboratories Supplemental Executive Retirement Plan (the "1997 SERP"), effective
July 1, 1997, and the 1999 Core Laboratories Supplemental Executive Retirement
Plan (the "1999 SERP"), effective January 1, 1999, for the benefit of certain
key employees and outside directors of the Company. The 1997 SERP and the 1999
SERP were established to provide additional retirement income to the
participants and death benefits to the participants' surviving spouses as a
reward for the participants' contributions to the success and growth of the
Company.
1997 SERP. The four participants in the 1997 SERP are Richard L. Bergmark,
David M. Demshur, Joseph R. Perna and Stephen D. Weinroth. Each participant is
entitled to receive a retirement benefit of $250,000 per year, which begins on
the participant's 65th birthday and is paid in annual installments until the
participant's death. If the participant dies before he begins receiving his
retirement benefit, the surviving spouse of the deceased participant is entitled
to receive $225,000 each year for 15 years. Each participant's benefit under the
1997 SERP is fully vested and fully accrued. There is no possibility of
forfeiture of the benefit except in the event of termination for cause.
The Company has purchased insurance coverage on the lives of Messrs.
Bergmark, Demshur and Perna to assist it in providing benefits under the 1997
SERP. The Company is the owner and beneficiary of the insurance coverage. The
Company is obligated to pay the total premium of $319,500 each year until the
policies are paid up (which is anticipated to be eight years). Based on
actuarial calculations (including a 12% interest rate assumption), the Company
expects that the death benefits paid to the Company under the insurance policies
will be sufficient to cover the costs of the 1997 SERP benefits and the policy
premium payments. However, to the extent the death benefits under the policies
are insufficient to cover those costs, the Company is obligated to pay the
remainder out of its other general assets and absorb any shortfall. In the event
of a "change of control," the Company is obligated to fully fund the amount of
the retirement benefits and death benefits of all four participants and their
spouses. The amount of the "change of control" contribution is the lesser of (i)
the total amount due under the terms of the 1997 SERP or (ii) the amount of
unpaid premiums on any insurance policies held by the trust through the seventh
anniversary of the date of the purchase of each such policy.
1999 SERP. The two participants in the 1999 SERP are Monty L. Davis and
John D. Denson. Each participant is entitled to receive an annual retirement
benefit in an amount equal to 2% of the average of such participant's annual
salary in his final three years of service multiplied by such participant's
number of years of service with the Company. As of January 1, 1999, Mr. Davis
had approximately 17 years of credible service and Mr. Denson had approximately
seven years of service with the Company. Payment of the benefit begins on the
participant's 65th birthday and is paid in annual installments for 15 years. If
the participant dies before he begins receiving his retirement benefit, the
surviving spouse of the deceased participant is entitled to receive each year
for 15 years the greater of $150,000 or the amount of the retirement benefit as
calculated above. In the event of death or a "change of control," each
participant's benefit will be fully vested and fully accrued. In the event of a
"change of control", participant will receive each year for 15 years the greater
of $150,000 or the amount of the retirement benefit as calculated above. Such
payments will begin upon such participant reaching 65 years of age. The
participant does not vest in any of his benefit until he has achieved five years
in service or upon death or a "change of control." Upon achieving five years of
service, the participant will be fully vested in his retirement benefit. Once
vested, there is no possibility of forfeiture of the benefit except in the event
of termination for cause.
The Company will purchase insurance coverage on the lives of Messrs. Denson
and Davis to assist it in providing benefits under the 1999 SERP. The Company
will be the owner and beneficiary of the policies and will pay the total premium
each year until the policies are paid up. The Company expects that the death
benefits paid to the Company under the insurance policies will be sufficient to
cover the costs of the
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1999 SERP benefits and the policy premium payments. However, to the extent the
death benefits under the policies are insufficient to cover those costs, the
Company is obligated to pay the remainder out of its other general assets and
absorb any shortfall. In the event of death or a "change of control," the
Company is obligated to fully fund the amount of the retirement benefits and
death benefits of the two participants and their spouses.
Stock Based Compensation. Stock ownership by corporate and divisional
management is encouraged through the use of a stock plan that provides for the
award of Common Share options and awards. The Compensation Committee and
management believe that widespread Common Share ownership by key employees is an
important means of encouraging superior performance and employee retention.
Common Share option grants are considered annually based on competitive
multiples of base salary. Senior executives typically have a higher multiple
and, as a result, have a greater portion of their total compensation linked to
the longer term success of the Company. In determining the appropriate grant
multiples, the Company targets the market median among publicly-held oilfield
service companies of similar size.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The chief executive officer, David M. Demshur, participates in the
executive compensation program described above. In establishing the base salary
for Mr. Demshur, the Compensation Committee assessed the pay levels for chief
executive officers in similar companies in the oilfield service industry and the
profit performance of the Company. In August, 1998, Mr. Demshur's base salary
was increased from $260,000 to $400,000. He also received an annual incentive
award of $252,800 based on the performance results achieved by the Company in
the prior year. The Committee made no discretionary adjustments to this award.
Mr. Demshur received 35,000 stock options in 1998.
COMPENSATION COMMITTEE
Timothy J. Probert
Joseph R. Perna
Stephen D. Weinroth
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SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The following performance graph compares the performance of the Common
Shares to the Standard & Poor's 500 Index and the Company's Peer Group
(Input/Output, Inc., Newpark Resources, Inc., Baker Hughes, Incorporated and
Varco International, Inc.) for the period beginning September 20, 1995 and
ending March 31, 1999 (the "Peer Group"). The members of the Peer Group, while
not direct competitors to the Company, have one or more attributes which are
similar in nature to the Company, such as being a service provider to the
international market, having high market share based upon technology innovation
or operating within a unique niche. The graph assumes that the value of the
investment in the Common Shares and each index was $100 at September 20, 1995
(using the initial public offering price of $6.00 for the Common Shares, after
giving effect to the 2 for 1 stock split in December 1997) and that all
dividends were reinvested. The Common Shares began trading on the Nasdaq Stock
Market in September 1995. In July, 1998 the Common Shares ceased trading on the
Nasdaq Stock Market and began trading on the New York Stock Exchange. Prior to
September 1995 there was no market in the Common Shares and, accordingly, five
year data is unavailable.
COMPARISON OF QUARTERLY CUMULATIVE RETURN
AMONG CORE LABORATORIES N.V.,
PEER GROUP INDEX AND THE S&P 500 INDEX
[PERFORMANCE GRAPH]
9/20/95 12/31/95 3/31/96 6/30/96 9/30/96 12/31/96 3/31/97 6/30/97 9/30/97 12/31/97
------- -------- ------- ------- ------- -------- ------- ------- ------- --------
Core Laboratories N.V. 100.000 100.000 102.083 120.451 129.071 135.421 141.391 187.870 222.485 225.699
Peer Group 100.000 131.978 145.357 158.769 152.070 146.896 150.195 167.886 198.540 194.199
S&P 500 Index 100.000 104.970 109.770 113.664 116.151 123.925 126.136 143.045 150.065 152.509
3/31/98 6/30/98 9/30/98 12/31/98 3/31/99
------- ------- ------- -------- -------
Core Laboratories N.V. 260.647 249.365 229.134 240.004 232.161
Peer Group 190.079 155.468 118.256 107.648 131.699
S&P 500 Index 166.041 164.593 152.351 173.841 184.449
The foregoing stock price performance comparisons shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act or under the
Exchange Act, except to the extent that the Company specifically incorporates
this graph by reference, and shall not otherwise be deemed filed under such
acts.
There can be no assurance that the Common Share performance will continue
into the future with the same or similar trends depicted in the graph above. The
Company will not make or endorse any predictions as to future performance of the
Common Shares.
ITEM 2
APPROVAL OF ANNUAL ACCOUNTS
At the Annual Meeting, the shareholders of the Company will be asked to
approve the Dutch Statutory Annual Accounts of the Company for the fiscal year
ending December 31, 1998, as required under Dutch law and the articles of
association. In accordance with Article 408 of the Dutch Civil Code, the Annual
Accounts are the annual accounts of the Company and its participation and do not
represent the consolidated accounts of the Company and all of its subsidiaries
as presented in the Consolidated Financial Statements contained in the Annual
Report of the Company for the year ending December 31, 1998.
The affirmative vote of the holders of a majority of the common shares
present or represented by proxy and entitled to vote at the Annual Meeting is
required to adopt the Annual Accounts.
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THE SUPERVISORY BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ADOPTION
OF THE ANNUAL ACCOUNTS, AND PROXIES EXECUTED AND RETURNED WILL BE SO VOTED
UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.
ITEM 3
EXTENSION AND AUTHORITY OF MANAGEMENT BOARD UNTIL
NOVEMBER 26, 2000 TO REPURCHASE SHARES
Under Dutch law and the current articles of association, the Company,
subject to certain Dutch statutory provisions, may repurchase up to 10% of the
Company's outstanding share capital in open market purchases at any price not to
exceed $200.00 or its equivalent in other currencies. Any such purchases are
subject to the approval of the Supervisory Board and the authorization of
shareholders at the annual meeting of shareholders, which authorization may not
continue for more than 18 months. At the 1998 annual meeting of shareholders,
the shareholders authorized such repurchases until November 28, 1999.
At the Annual Meeting, the shareholders will be asked to approve a further
extension of this authority for an additional 18-month period from the date of
the Annual Meeting until November 26, 2000.
The affirmative vote of the holders of a majority of the Common Shares
present or represented by proxy and entitled to vote at the Annual Meeting is
required to extend the authorization of the management board to repurchase up to
10% of the outstanding share capital of the Company for an additional 18-month
period from the date of the Annual Meeting.
THE SUPERVISORY BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE EXTENSION
OF THE AUTHORITY OF THE MANAGEMENT BOARD TO REPURCHASE UP TO 10% OF THE
OUTSTANDING SHARE CAPITAL OF THE COMPANY UNTIL NOVEMBER 26, 2000 AT A PRICE OF
NOT MORE THAN $200.00 PER SHARE, AND PROXIES EXECUTED AND RETURNED WILL BE SO
VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.
ITEM 4
EXTENSION OF AUTHORITY OF SUPERVISORY BOARD
TO ISSUE SHARES OF CORE LABORATORIES UNTIL MAY 26, 2004
Under Dutch law and the articles of association, the Company's Supervisory
Board has the power to issue shares of the Company's share capital if and
insofar as the Supervisory Board has been designated at the annual meeting of
shareholders as the authorized body for this purpose. A designation of the
Supervisory Board to issue shares may be effective for a specified period of up
to five years and may be renewed on an annual rolling basis. In connection with
the initial public offering of Common Shares in September 1995, the shareholders
authorized the Supervisory Board to issue shares and/or rights on shares for
five years. This five-year period was set to expire on August 31, 2000. At the
1998 annual meeting of shareholders, the shareholders extended the designation
of the Supervisory Board to issue common and/or preferred shares and/or to grant
rights (including options to purchase) on common and/or preferred shares until
May 28, 2003.
At the Annual Meeting, the shareholders will be asked to approve a further
extension of this authority for a five-year period from the date of the Annual
Meeting until May 26, 2004.
The affirmative vote of the holders of a majority of the Common Shares
present or represented by proxy and entitled to vote at the Annual Meeting is
required to extend the authority of the Supervisory Board to issue and/or to
grant rights (including options to purchase) on common and/or preferred shares
of the Company for a five-year period from the date of the Annual Meeting.
THE SUPERVISORY BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE EXTENSION
OF THE AUTHORITY OF THE SUPERVISORY BOARD TO ISSUE AND/OR TO GRANT RIGHTS
(INCLUDING OPTIONS TO PURCHASE) ON COMMON AND/OR PREFERRED SHARES OF THE COMPANY
UNTIL MAY 26, 2004, AND PROXIES EXECUTED AND RETURNED WILL BE SO VOTED UNLESS
CONTRARY INSTRUCTIONS ARE INDICATED THEREON.
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ITEM 5
EXTENSION OF AUTHORITY OF SUPERVISORY BOARD
TO LIMIT OR ELIMINATE PREEMPTIVE RIGHTS UNTIL MAY 26, 2004
Holders of Common Shares (other than employees of the Company and its
subsidiaries who are issued Common Shares pursuant to the exercise of options
granted under the 1995 Long-Term Incentive Plan or the Nonemployee Director
Plan) have a pro rata preemptive right of subscription to any Common Shares
issued for cash unless such right is limited or eliminated. Holders of Common
Shares have no pro rata preemptive subscription right with respect to any Common
Shares issued for consideration other than cash. If designated for this purpose
at the annual meeting of shareholders, the Supervisory Board has the power to
limit or eliminate such rights. A designation may be effective for up to five
years and may be renewed on an annual rolling basis. In connection with the
initial public offering of Common Shares in September 1995, the shareholders
authorized the Supervisory Board for a five-year period to limit or eliminate
from time to time the preemptive rights of holders of such Common Shares. This
five-year period was set to expire on August 31, 2000. At the 1998 annual
meeting of shareholders, the shareholders extended the authorization of the
Supervisory Board until May 28, 2003.
At the Annual Meeting, the shareholders will be asked to approve a further
extension of this authority for a five-year period from the date of the Annual
Meeting until May 26, 2004.
The affirmative vote of the holders of a majority of the Common Shares
present or represented by proxy and entitled to vote at the Annual Meeting is
required to extend the authority of the Supervisory Board to limit or eliminate
the preemptive rights of holders of Common Shares for a five-year period from
the date of the Annual Meeting.
THE SUPERVISORY BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE EXTENSION
OF THE AUTHORITY OF THE SUPERVISORY BOARD TO LIMIT OR ELIMINATE PREEMPTIVE
RIGHTS OF HOLDERS OF COMMON SHARES UNTIL MAY 26, 2004, AND PROXIES EXECUTED AND
RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.
ITEM 6
RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR 1999
The Supervisory Board has appointed the firm of Arthur Andersen LLP as the
Company's independent public accountants for the year ending December 31, 1999
subject to ratification by the shareholders. Arthur Andersen LLP has acted as
the Company's auditors since inception.
The affirmative vote of holders of a majority of the Common Shares present
or represented by proxy and entitled to vote at the Annual Meeting is required
to ratify the appointment of Arthur Andersen LLP as the Company's independent
public accountants for 1999.
In the event the appointment is not ratified, the Supervisory Board will
consider the appointment of other independent accountants. The Supervisory Board
may terminate the appointment of Arthur Andersen LLP as the Company's
independent accountants without the approval of the shareholders of the Company
whenever the Supervisory Board deems such termination necessary or appropriate.
Representatives of Arthur Andersen LLP are not expected to be present at the
Annual Meeting.
THE SUPERVISORY BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF ARTHUR ANDERSEN LLP'S APPOINTMENT AS THE COMPANY'S INDEPENDENT
PUBLIC ACCOUNTANTS FOR 1999 AND PROXIES EXECUTED AND RETURNED WILL BE SO VOTED
UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.
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CORE LABORATORIES N.V.
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF SUPERVISORY DIRECTORS OF
CORE LABORATORIES N.V.
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, MAY 27, 1999
The undersigned hereby constitutes and appoints Jacobus Schouten and John
D. Denson, and each or either of them, his true and lawful attorneys and proxies
with full power of substitution, for and in the name, place and stead of the
undersigned, to attend the Annual Meeting of Shareholders of Core Laboratories
N.V. to be held at the law offices of Nauta Dutilh, Weena 750, 3014 DA
Rotterdam, The Netherlands, on May 27, 1999 at 10:00 a.m., local time, and any
adjournment(s) thereof, with all powers the undersigned would possess if
personally present and to vote thereof, as provided on the reverse side of this
card, the number of shares the undersigned would be entitled to vote if
personally present. In accordance with their discretion, said attorneys and
proxies are authorized to vote upon such other guises as may properly come
before the meeting or any adjournment thereof.
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF SUPERVISORY DIRECTORS.
THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY
WILL BE VOTED FOR THE LISTED NOMINEES AND FOR PROPOSALS 2, 3, 4, 5 AND 6.
(TO BE SIGNED AND CONTINUED ON THE REVERSE SIDE.)
SEE REVERSE
SIDE
18
[X] Please mark your votes as in this example.
Directors Recommended; A vote for election of the following Directors
1. Election of Directors FOR WITHHELD
[ ] [ ]
For, except vote withheld from the
following nominee(s):
- ----------------------------------------------
NOMINEES: Joseph R. Perna, David M.
Demshur, Timothy J. Probert, Bob G.
Agnew, Jacobus Schouten, James A. Read,
Richard L. Bergmark, Stephen D.
Weinroth.
2. Approval of Annual Accounts FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Approval of extension of authority of FOR AGAINST ABSTAIN
Management Board to repurchase up to 10% of
the outstanding share capital of the [ ] [ ] [ ]
Company until November 26, 2000, at a price
of not more than $200 per share.
4. Approval of extension of authority of FOR AGAINST ABSTAIN
Supervisory Board to issue and/or to grant
rights (including options to purchase) on [ ] [ ] [ ]
common and/or preferred shares of the
Company until May 26, 2004.
5. Approval of extension of authority of FOR AGAINST ABSTAIN
Supervisory Board to limit or eliminate
preemptive rights of holders of common [ ] [ ] [ ]
shares until May 26, 2004.
6. Ratification of appointment of Arthur FOR AGAINST ABSTAIN
Andersen LLP as Independent Public
Accountants of the Company for 1999. [ ] [ ] [ ]
NOTE: Such other business as may properly come before the meeting or any
adjournment thereof shall be voted in accordance with the discretion of the
attorneys and proxies appointed hereby.
SIGNATURE(S) DATE ________________
- --------------------------------------------------------------------------------
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NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.