<PAGE>
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
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Tucker Drilling 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):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
TUCKER DRILLING COMPANY, INC.
P.O. BOX 1876
SAN ANGELO, TEXAS 76902
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 2, 1995
To the Stockholders of
TUCKER DRILLING COMPANY, INC.
NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders of
Tucker Drilling Company, Inc., a Delaware corporation (the "Company"), will be
held at the Holiday Inn, 441 Rio Concho Drive, San Angelo, Texas on August 2,
1995, at 10:00 A.M., local time, for the following purposes:
(a) To elect six directors of the Company to serve until the next annual
meeting of the stockholders or until their respective successors
shall be elected and qualified;
(b) To ratify the selection of Arthur Andersen LLP, independent certified
public accountants, as auditors for the Company for the fiscal year
ending March 31, 1996; and
(c) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on June 9, 1995, are
entitled to notice of, and to vote at, the meeting or any adjournment thereof.
It is desirable that as large a proportion as possible of the stockholders'
interests be represented at the meeting. Whether or not you plan to be present
at the meeting, you are requested to sign and return the enclosed proxy in the
envelope provided so that your stock will be represented. The giving of such
proxy will not affect your right to vote in person, should you later decide to
attend the meeting. Please date and sign the enclosed proxy and return it
promptly in the enclosed envelope.
By Order of The Board of Directors
CHARLES B. MIDDLEKAUF
Secretary
SAN ANGELO, TEXAS
June 23, 1995
<PAGE>
TUCKER DRILLING COMPANY, INC.
P.O. BOX 1876
SAN ANGELO, TEXAS 76902
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 2, 1995
This Proxy Statement is furnished to stockholders of Tucker Drilling
Company, Inc., a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
annual meeting of stockholders to be held on August 2, 1995. Proxies in the
form enclosed will be voted at the meeting, if properly executed, returned to
the Company prior to the meeting and not revoked. The proxy may be revoked at
any time before it is exercised by giving written notice to the Secretary of the
Company. The approximate date on which this Proxy Statement and the enclosed
proxy card will first be sent to the stockholders is June 23, 1995. The
enclosed 1995 Annual Report of the Company does not form any part of the proxy
solicitation material.
OUTSTANDING CAPITAL STOCK
The record date for stockholders entitled to vote at the annual meeting is
June 9, 1995. At the close of business on that date, the Company had issued and
outstanding and entitled to vote at the meeting 2,073,676 shares of Common
Stock, $.01 par value.
ACTION TO BE TAKEN AT THE MEETING
The accompanying proxy, unless the stockholder otherwise specifies in the
proxy, will be voted (i) for the election as directors of the Company of the six
persons named under the caption "Election of Directors"; (ii) for the
ratification of the selection of Arthur Andersen LLP, independent certified
public accountants, as auditors of the Company for the fiscal year ending March
31, 1996; and (iii) at the discretion of the proxy holders on any other matter
or business that may properly come before the meeting or any adjournment
thereof. Where stockholders have appropriately specified how their proxies are
to be voted, they will be voted accordingly. If any other matter or business
is brought before the meeting, the proxy holders may vote the proxies in their
discretion. The directors do not know of any such other matter or business.
To be elected a director, each nominee must receive a plurality of all the
votes cast at the meeting for the election of directors. Should any nominee
become unable or unwilling to accept nomination or election, the proxy holders
may vote the proxies for the election in his stead of any other person the Board
of Directors may recommend. Each nominee has expressed his intention to serve
the entire term for which election is sought.
A favorable vote by the holders of a majority of the shares represented at
the meeting is required to ratify the selection of Arthur Andersen LLP,
independent certified public accountants, as auditors. If the stockholders do
not ratify the selection of Arthur Andersen LLP, the selection of independent
accountants will be reconsidered by the Board of Directors.
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
annual meeting. In deciding all questions, a holder of Common Stock is entitled
to one vote, in person or by proxy, for each share held in his name at the close
of business on the record date. Abstentions will be included in vote totals
and, as such, will have the same effect on each proposal other than the election
of directors as a negative vote. Broker non-votes, if any, will not be included
in vote totals and, as such, will have no effect on any proposal.
-1-
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of June 9, 1995, information concerning
the beneficial ownership of Common Stock of the Company by each person known to
the Company to be the beneficial owner of more than 5% of the outstanding shares
of the Company's Common Stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OWNED (1) OF CLASS
- - ---------------- ---------------------- --------
<S> <C> <C>
Grace & White Inc............... 168,255 (2) 8.11%
515 Madison Ave. Suite 1700
New York, New York 10022
Dimensional Fund Advisors, Inc.. 136,500 (3) 6.58%
1229 Ocean Ave., Suite 650
Santa Monica, California 90401
Stavisky Family................. 114,500 (4) 5.52%
c/o Reid & Priest
40 West 57th Street
New York, New York 10019
Quest Advisory Corp............. 108,600 5.24%
1414 Avenue of the Americas
New York, New York 10019
Larry J. Tucker................. 107,931 (5) (6) 5.16%
P.O. Box 1876
San Angelo, Texas 76902
</TABLE>
__________
(1) Unless otherwise indicated, each person has sole voting and dispositive
power with respect to the shares set forth opposite his name.
(2) Includes 166,255 shares for which Grace & White Inc. has no voting
power.
(3) According to Dimensional Fund Advisors Inc. ("Dimensional"), a
registered investment adviser, Dimensional is deemed to have beneficial
ownership of 136,500 shares of Common Stock as of June 9, 1995, all of which
shares are held in portfolios of DFA Investment Dimensions Group Inc., a
registered open-end investment company, or the DFA Group Trust and DFA
Participation Group Trust, investment vehicles for qualified employee benefit
plans, for both of which Dimensional serves as investment manager. Dimensional
disclaims beneficial ownership of all such shares.
(4) Members of the Stavisky Family filed a Schedule 13D with the Securities
and Exchange Commission dated July 27, 1994 on behalf of Theresa Stavisky, Aron
Stavisky, Nellie Stavisky and Eugene Roshwalb, Trustee for Hedva Stavisky-Weiss,
Jeremy Stavisky and Abigail Stavisky-Lipner. Theresa Stavisky, Aron Stavisky
and Nellie Stavisky have sole voting and dispositive power over 10,000; 23,000;
and 13,000 shares, respectively. Hedva Stavisky-Weiss, Jeremy Stavisky and
Abigail Stavisky-Lipner share voting power, and Eugene Roshwalb, Trustee for
Halva Stavisky-Weiss, Jeremy Stavisky and Abigail Stavisky-Lipner, has sole
dispositive power, over 68,500 shares.
(5) Excludes 1,100 shares held by Mrs. Larry J. Tucker; Larry J. Tucker
disclaims any beneficial interest in all of such shares.
(6) Includes 11,031 shares held as custodian for a minor child of Larry J.
Tucker. Includes 19,400 shares subject to options granted by the Company
exercisable on or before August 8, 1995.
-2-
<PAGE>
ELECTION OF DIRECTORS
Six Directors are to be elected at the meeting. Directors are elected to
serve until the next annual meeting of stockholders or until their successors
are elected and qualified. The following table sets forth certain information
concerning the persons nominated for election as directors of the Company.
<TABLE>
<CAPTION>
NUMBER OF SHARES
DIRECTOR BENEFICIALLY OWNED PERCENT
SINCE ON JUNE 9,1995 (1) OF CLASS
---------------- ------------------- ---------
<S> <C> <C> <C>
Bruce L. Fly........... 1974 8,905 0.43%
Larry J. Tucker........ 1974 107,931 5.16%
Marcus H. Cheaney...... 1975 7,400 0.36%
Charles B. Middlekauf.. 1981 15,400 0.74%
T. Mark Tucker......... 1984 84,985 4.07%
W.P. Carr, Jr.......... 1986 7,400 0.36%
</TABLE>
All directors and executive officers as a group (seven persons) beneficially
own 247,421 shares or 11.45% of shares outstanding.
__________
(1) Reference is made to the footnotes appearing at the end of the table under
"Principal Stockholders". Included above are shares subject to options
granted by the Company exercisable on or before August 8, 1995 as
follows: Bruce L. Fly, 7,400; Larry J. Tucker, 19,400; Marcus H.
Cheaney, 7,400; Charles B. Middlekauf, 14,200; T. Mark Tucker, 15,400;
W.P. Carr, Jr., 7,400; and all directors and officers as a group,
86,600.
DIRECTORS AND EXECUTIVE OFFICERS
A brief description of each director and executive officer of the Company is
provided below. Executive officers are elected by the Board of Directors at its
annual meeting and hold office at the pleasure of the Board of Directors or
until the next annual meeting or until their successors are elected and
qualified.
Bruce L. Fly, 69, served as Chairman of the Board of Directors of the
Company from December 1981 until his retirement in May 1988, and he served as
Chief Executive Officer from May 1982 to February 1986. Mr. Fly served as Vice
Chairman of the Board of Directors of the Company from May 1980 to December 1981
and as President of the Company for more than five years prior thereto.
Larry J. Tucker, 47, has served as Chairman of the Board of Directors since
May 1988, as President of the Company since May 1980 and as Chief Executive
Officer since February 1986. He served as Vice President-Exploration of the
Company for more than five years prior thereto.
Charles B. Middlekauf, 48, has served as Executive Vice President of the
Company since August 1984. He also has served as Secretary of the Company since
March 1984 and as Treasurer of the Company since May 1980.
T. Mark Tucker, 41, has served as Vice President-Land of the Company since
March 1983 and as landman for the Company since October 1981.
Marcus H. Cheaney, 71, has served as a Director of Texas Commerce Bank-San
Angelo since February 1973, and as Senior Chairman of the Board of Directors of
that bank from 1979 until his retirement in February 1986.
W.P. Carr, Jr., 54, has been an independent oil and gas operator for more
than five years.
Ronald L. Scandolari, 45, has served as Vice President-Contract Drilling of
the Company since February 1986. Mr. Scandolari served as Contract
Representative for the Company from December 1981 to February 1986.
Larry J. Tucker and T. Mark Tucker are brothers.
-3-
<PAGE>
EXECUTIVE COMPENSATION
TABLES
The following tables set forth information relating to officers of the
Company whose total annual salary and bonus from the Company exceeded $100,000
for the year ended March 31, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
---------------------------------------------------- --------------------------- -------
Other Restricted Number of All
Name and Annual Stock Securities LTIP Other
Principal Fiscal Compensation Award(s) Underlying Payouts Compensation
Position Year Salary ($) Bonus ($) ($)(1) ($) Options/SARS(#) ($) ($)
- - ---------------------- ------ --------- --------- ------------ ---------- ---------------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Larry J. Tucker 1995 147,917 43,750 --- --- --- -- 41,600 (2)
Chairman of the 1994 137,500 2,000 --- --- --- -- 41,600 (2)
Board and President 1993 135,208 ---- --- --- --- -- 41,600 (2)
Charles B. Middlekauf 1995 93,151 29,750 --- --- --- -- 29,900 (2)
Executive Vice 1994 83,910 2,000 --- --- --- -- 29,900 (2)
President, Secretary 1993 82,035 ---- --- --- --- -- 29,900 (2)
and Treasurer
</TABLE>
(1) Mr. Tucker and Mr. Middlekauf were provided certain non-cash compensation
and personal benefits. However, the aggregate amount of such other
compensation for each of them did not exceed $50,000 or 10% of the
compensation paid to either of them.
(2) Represents the amount that became vested during the year pursuant to
the Tucker Drilling Company, Inc. Supplemental Executive Retirement Plan.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
- - ---- --------------- ------------------ ------------- -------------
<S> <C> <C> <C> <C>
Larry J. Tucker --- --- 19,400 Exercisable 23,350
600 Unexercisable 525
Charles B. Middlekauf --- --- 15,400 Exercisable 18,350
600 Unexercisable 525
</TABLE>
SEVERANCE PAY AGREEMENTS
The Company and five of its officers and/or key employees are parties to
severance pay agreements pursuant to which amounts would be payable to such
persons upon a change in control of the Company followed by such person's
termination, significant reduction of job responsibilities, reduction of such
person's salary, or because of a required relocation of such person. As of
March 31, 1995, Larry J. Tucker would be entitled to $300,000 and Charles B.
Middlekauf would be entitled to $190,000 under severance pay agreements upon
occurrence of the above mentioned events.
-4-
<PAGE>
COMPENSATION PURSUANT TO STOCK OPTION PLAN
In March, 1983 the Board of Directors of the Company adopted the Tucker
Drilling Company, Inc. 1983 Incentive Stock Option Plan (the "Option Plan")
which was amended and restated in January 1988. The Option Plan was approved by
the stockholders of the Company at the Company's 1983 Annual Meeting of the
Stockholders and the amendment and restatement were approved by the stockholders
of the Company at the Company's 1988 Annual Meeting of the Stockholders. The
amendment and restatement provided for: the granting of non-qualified options as
well as incentive stock options; both employees and directors to be eligible to
receive non-qualified options; an option holder to tender payment of the
exercise price in cash, shares of previously owned Common Stock, or a
combination of both; and payments upon exercise of stock appreciation rights to
be made in shares of Common Stock, cash, or a combination of both. The Board of
Directors further amended the Option Plan in August, 1991, to eliminate stock
appreciation rights. The Option Plan is administered by the Compensation
Committee of the Board of Directors.
The price at which options are granted must be not less than 100% of the
fair market value at the time the option is granted. The option period may not
be longer than ten years from the date the option is granted. No options may be
granted under the Option Plan after January 31, 1993; however, options granted
before the termination date will continue to be effective and subject to the
terms of the Option Plan.
For the year ended March 31, 1995, no options were granted, 7,400 options
were exercised and 600 options were terminated. As of March 31, 1995 there were
24 participants in the Option Plan to whom options for an aggregate of 150,500
shares have been granted and were outstanding at an average option price of
$5.94 per share.
In June, 1994 the Board of Directors of the Company adopted the Tucker
Drilling Company, Inc. 1994 Non Qualified Stock Option Plan. Officers and
directors of the Company are not eligible to receive options. The maximum
number of shares available for issuance under the plan is 28,000 shares. The
price at which options are granted must not be less than 100% of the fair market
value of the stock at the time the option is granted and the option period may
not be longer than ten years from the date the option is granted. No options
may be granted under the plan after January 31, 1999. Options for 12,000 shares
at an average option price of $6.13 per share have been granted as of March 31,
1995.
COMPENSATION PURSUANT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Effective April 1, 1991, the Company established the Tucker Drilling
Company, Inc. Supplemental Executive Retirement Plan. Pursuant to agreements
with participants, the Company is obligated to pay each participant or his
beneficiaries a lump sum at such participant's death, disability, or retirement.
These obligations are unsecured general liabilities of the Company and are
unfunded except to the extent of available death benefits or accumulated cash
value of related life insurance policies. Eligible participants and benefits
are determined by the Compensation Committee of the Board of Directors of the
Company. As of March 31, 1995, there were seven participants in the plan.
Benefits accrue to the participants and vest in equal annual amounts over ten
years of service beginning April 1, 1991, and the estimated present value of
future benefits as of April 1, 1991 are expensed over the same ten year period.
The Company, through a grantor trust of which it is beneficiary, owns life
insurance policies on the participants, proceeds from which benefits will be
paid. Premiums on the life insurance policies either have been paid or will be
paid from an annuity contract owned by the grantor trust. There have been no
benefits paid to participants since inception of the plan. Larry J. Tucker's
fully-vested benefits (at death or normal retirement at age 65) are $416,000,
40% of which was vested as of March 31, 1995. Charles B. Middlekauf's fully
vested benefits are $299,000, 40% of which was vested as of March 31, 1995.
CERTAIN TRANSACTIONS
The Company had until January , 1995 a banking relationship with Texas
Commerce Bank-San Angelo, of which Marcus H. Cheaney, a director of the Company,
is a director. During the year ended March 31, 1995 the Company was not
indebted to the bank. A portion of the Company's cash and cash equivalents were
deposited with the bank.
John T. Kipp, a director of the Company until his resignation in February,
1995, is a partner in the law firm of Gardere & Wynne, L.L.P., Dallas, Texas.
During the year ended March 31, 1995, Gardere & Wynne acted as General Counsel
to the Company.
-5-
<PAGE>
John T. Kipp, formerly a director of the Company, and W.P. Carr, Jr., a
director of the Company, individually own or did own during the fiscal year
interests in oil and gas properties which have been developed or are operated by
the Company or in which the Company has invested. The Company bills each of
these persons as other owners of interests in properties are billed (on a
current basis), or they are billed by operators of properties in which the
Company has invested, for their proportionate share of the development cost and
operating expenses of such properties. The aggregate indebtedness of the
foregoing persons did not exceed $60,000 at any time during the year ended March
31, 1995.
W.P. Carr, Jr., a director of the Company, or entities in which Mr. Carr
has a direct material interest, participated with the Company in certain oil
and gas exploration and production activities. Amounts paid to the Company by
Mr. Carr or entities in which Mr. Carr has a direct material interest for
property and services were not material to the Company. The Company
participated in exploration and production activities with entities in which
W.P. Carr, Jr. has a direct material interest. Amounts paid by the Company to
entities in which Mr. Carr has a direct material interest for property and
services were not material to such entities.
The Board of Directors has a policy as to participation by officers and
directors in oil and gas prospects with the Company. Under such policy, the
Company will limit participation of officers and directors to 25% in the
aggregate for each well, unless a higher participation has been approved by a
committee of disinterested directors, the majority of whom are not employees of
the Company. In addition, any such participation by officers and directors
other than W.P. Carr, Jr. in any Company well will be offered only on the same
terms as those offered to persons other than officers and directors. W.P. Carr,
Jr. will be offered participation on the same terms as those of the Company.
Also, officers and directors are not permitted to compete with the Company for
the acquisition, exploration and development of oil and gas properties.
During the fiscal year ended March 31, 1987, the Company entered into
indemnification agreements with each of the directors and officers of the
Company pursuant to which the Company agreed to indemnify each of the directors
and officers to the full extent permitted by Delaware law.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the officers and directors of the Corporation and persons who beneficially own
more than ten percent of the Corporation's common stock to file reports of
securities ownership and changes in such ownership with the Securities and
Exchange Commission (the "SEC"). Officers, directors and greater than ten-
percent beneficial owners also are required by rules promulgated by the SEC to
furnish the Corporation with copies of all Section 16(a) forms they file.
Based sole upon a review for reportable transactions, it has been determined
that no reports were required to be filed.
BOARD OF DIRECTORS MATTERS
The Board of Directors of the Company has established an Executive
Committee, an Audit Committee and a Compensation Committee to assist the Board
in carrying out its duties. The Executive Committee (comprised of Larry J.
Tucker, Charles B. Middlekauf and T. Mark Tucker) has authority to act for the
Board on most matters during the intervals between Board meetings. The duties
of the Audit Committee (comprised of Marcus H. Cheaney, W. P. Carr, Jr., and
John T. Kipp until his resignation in February, 1995) include approving the
engagement of the Company's auditors for audit and non-audit services requested
and considering the independence of the auditors prior to engaging them;
reviewing the completed audit; and meeting periodically with the Company's
management and auditors to discuss internal accounting and auditing procedures
with the Company's financial staff. The Compensation Committee (comprised of
Larry J. Tucker, Marcus H. Cheaney, and Bruce L. Fly) has authority to fix
compensation of any member of the Executive Committee of the Board of Directors
who is also an officer of the Company.
The Board of Directors has not established a nominating committee. The full
Board of Directors is responsible for nominations of Directors. The three
executive officers of the Company comprising the Executive Committee met
approximately once a month during the year, although only one of the meetings
was designated as an official meeting of the Executive Committee. The Board of
Directors held four regular meetings during the year ended March 31, 1995. The
Audit Committee and Compensation Committee each met two times during the year.
Each of the directors attended at
-6-
<PAGE>
least 75% of the aggregate of (1) the total number of meetings of the Board of
Directors and (2) the total number of meetings held by all committees on which
he served.
A director who is not an employee of the Company is paid $500 for attendance
at each regular meeting of the Board of Directors and $5,000 per year.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors voted to employ Arthur Andersen LLP as independent
accountants to audit the accounting records of the Company for the fiscal year
ending March 31, 1996 and directed that such employment be submitted for
ratification by the stockholders of the Company. In recommending the
ratification by the stockholders of the employment of that firm, the Board of
Directors is acting upon the recommendation of the Audit Committee, which has
satisfied itself as to the firm's professional competence and standing. One or
more representatives of Arthur Andersen LLP will attend the annual meeting of
stockholders to be held on August 2, 1995, will have an opportunity to make a
statement and will respond to appropriate questions from stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF AUDITORS.
STOCKHOLDERS' PROPOSALS
Any proposals that stockholders of the Company desire to have presented at
the 1996 annual meeting of stockholders must be received by the Company at its
principal executive offices no later than March 1, 1996.
MISCELLANEOUS
The accompanying 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 the use of the mails, proxies may be solicited by
personal interview, telephone and telegram by directors and regular officers and
employees of the Company. Arrangements may also be made with brokerage houses
and other custodians, nominees and fiduciaries for the forwarding of
solicitation material to the beneficial owners of stock held of record by such
persons, and the Company may reimburse them for reasonable out-of-pocket
expenses incurred by them in connection therewith.
By Order Of The Board Of Directors
CHARLES B. MIDDLEKAUF
Secretary
San Angelo, Texas
June 23, 1995
-7-
<PAGE>
PROXY
TUCKER DRILLING COMPANY, INC.
The undersigned hereby (a) acknowledges receipt of the Notice of the Annual
Meeting of Stockholders of Tucker Drilling Company, Inc. (the "Company") to be
held at the Holiday Inn, 441 Rio Concho Drive, San Angelo, Texas on August 2,
1995 at 10:00 A.M., local time, and the Proxy Statement in connection therewith,
and (b) appoints Larry J. Tucker ad T. Mark Tucker, and each of them, his
proxies with full power of substitution and revocation, for and in the name,
place and stead of the undersigned or with respect to which the undersigned is
entitled to vote and act at said meeting or at any adjournment thereof, and the
undersigned directs that his proxy be voted as follows:
(a) ELECTION OF DIRECTORS
[_] FOR all nominees [_] WITHHOLD AUTHORITY
listed below except to vote for all
as marked to the contrary below nominees listed below
W. P. CARR, JR., MARCUS H. CHEANEY, BRUCE L. FLY, CHARLES B. MIDDLEKAUF,
LARRY J. TUCKER, AND T. MARK TUCKER
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space below.
_____________________________________________________________________
(b) TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP, INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS, AS AUDITORS FOR THE COMPANY FOR THE YEAR ENDING
MARCH 31, 1996.
[_] FOR [_] AGAINST [_] ABSTAIN
(C) In the discretion of the proxies on any other matter that may properly come
before the meeting or any adjournment thereof.
(Continued and to be signed on reverse side)
- - -------------------------------------------------------------------------------
(Continued from other side)
If more than one of the proxies listed on the reverse side shall be present
in person or by substitute at the meeting or any adjournment thereof, the
majority of said proxies so present and voting, either in person or by
substitute, shall exercise all the powers hereby given.
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE MATTERS SPECIFICALLY
REFERRED TO ON THE REVERSE SIDE.
The undersigned hereby revokes any proxy or proxies heretofore given to
vote upon or act with respect to such stock and hereby ratifies and confirms all
that said proxies, their substitutes, or any of them, may lawfully do by virtue
thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
DATED: _______________________, 1995
_______________________________
_______________________________
Please date this proxy and sign
your name exactly as it appears
hereon. Where signing as an
attorney, administrator,
executor, guardian or trustee,
please add your title as such.
If executed by a corporation,
the proxy should be signed by a
duly authorized officer.
Please sign this proxy and
return it promptly whether or
not you expect to attend the
meeting. You may nevertheless
vote in person if you do
attend.
