<PAGE> 1
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Carbo Ceramics 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
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<PAGE> 2
CARBO CERAMICS INC.
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Shareholders of Carbo Ceramics Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of Carbo Ceramics
Inc. will be held Tuesday, April 13, 1999 at 9:00 A.M. Central Time, at the
Mansion on Turtle Creek, 2821 Turtle Creek Boulevard, Dallas, Texas, for the
following purposes:
1. To elect six directors, the names of whom are set forth in the
accompanying proxy statement, to serve until the 2000 Annual Meeting.
2. To ratify the appointment of Ernst & Young LLP as independent auditors
of the Company.
3. To transact such other business as may properly be brought before the
meeting.
Shareholders of record at the close of business on March 5, 1999, are the only
shareholders entitled to notice of and to vote at the Annual Meeting of
Shareholders.
By Order of the Board of Directors,
Paul G. Vitek
Secretary/Treasurer
Irving, Texas
March 12, 1999
IMPORTANT
Whether or not you expect to attend the meeting, please vote, sign, date and
return the enclosed proxy in the enclosed self-addressed envelope as promptly as
possible. If you attend the meeting, you may vote your shares in person, even
though you have previously signed and returned your proxy.
<PAGE> 3
CARBO CERAMICS INC.
600 E. Las Colinas Boulevard
Suite 1520
Irving, Texas 75039
--------------------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
The enclosed Proxy is solicited on behalf of the Board of Directors of
Carbo Ceramics Inc. (the "Company") for use at the Company's Annual Meeting of
Shareholders ("Annual Meeting") to be held April 13, 1999 at 9:00 A.M local
time, or at any adjournment or postponement thereof, for the purposes set forth
herein and in the accompanying Notice of Annual Meeting of Shareholders. The
Annual Meeting will be held at the Mansion on Turtle Creek, 2821 Turtle Creek
Boulevard, Dallas, Texas.
The Company's principal executive offices are located at 600 East Las
Colinas Boulevard, Suite 1520, Irving, Texas 75039. The telephone number at that
address is (972) 401-0090.
These proxy solicitation materials are being mailed on or about March
12, 1999 to all shareholders entitled to vote at the Annual Meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
RECORD DATE AND SHARES OUTSTANDING
Shareholders of record at the close of business on March 5, 1999 are
entitled to notice of, and to vote at, the Annual Meeting. At the record date,
14,602,000 shares of the Company's Common Stock were issued and outstanding and
entitled to be voted at the meeting.
REVOCABILITY OF PROXIES
A shareholder giving a proxy pursuant to this solicitation may revoke
it at any time before its use by delivering to the Secretary of the Company a
written notice of revocation or a duly executed proxy bearing a later date or by
attending the Annual Meeting and voting in person.
VOTING AND SOLICITATION
Every shareholder is entitled to one vote for each share held with
respect to each matter, including the election of directors, that comes before
the Annual Meeting. Shareholders do not have the right to cumulate their votes
in the election of directors. If a shareholder specifies how the proxy is to be
voted with respect to any of the proposals for which a choice is provided, the
proxy will be voted in accordance with such specifications. If a shareholder
fails to specify with respect to such proposals, the proxy will be voted FOR all
director nominees and FOR the ratification of Ernst & Young LLP as independent
auditors. Broker non-votes and abstentions are not treated as votes cast or
shares entitled to vote with respect to such proposals.
The cost of preparing, assembling, and mailing the proxy material and
of reimbursing brokers, nominees, and fiduciaries for the out-of-pocket and
clerical expenses of transmitting copies of the proxy material to the beneficial
owners of shares held of record by such persons will be borne by the Company.
The Company does not intend to solicit proxies otherwise than by use of the
mail, but certain employees of the Company, without additional compensation, may
use personal efforts, by telephone or otherwise, to obtain proxies.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Proposals of shareholders of the Company which are intended to be
presented by such shareholders at the Company's 2000 Annual Meeting must be
received by the Secretary of the Company no later than November 15, 1999 in
order to be considered for inclusion in the proxy soliciting materials relating
to that meeting. A proposal by a shareholder outside the processes of Rule 14a-8
under the Securities Exchange Act of 1934 must be received by the Secretary of
the Company no later than January 26, 2000 or it will be considered untimely.
1
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 1, 1999, with respect to
each person who is known to the Company to be the beneficial owner of more than
5% of the outstanding shares of Common Stock of the Company, the name and
address of such owner, the number of shares of Common Stock beneficially owned
and the percentage such shares comprised of the outstanding shares of Common
Stock of the Company. Except as indicated, each holder has sole voting and
dispositive power over the listed shares.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED
-------------------
NUMBER PERCENT
--------- -------
NAME AND ADDRESS
OF BENEFICIAL OWNER
- -------------------
<S> <C> <C>
Lewis L. Glucksman 1,800,000 11.89%
388 Greenwich Street
New York, New York 10013
William A. Griffin, Jr. 850,000 5.62%
9753 Pine Lake Drive
Houston, Texas 77055
William C. Morris (1) 5,700,000 37.66%
100 Park Avenue
New York, New York 10017
Jesse P. Orsini (2) 827,500 5.47%
3713 Santiago Ct.
Irving, Texas 75062
Robert S. Rubin 1,700,000 11.23%
388 Greenwich Street
New York, New York 10013
George A. Weigers 900,000 5.95%
230 Bridge Street
Vail, Colorado 80657
</TABLE>
(1) Shares shown as beneficially owned by Mr. Morris include 700,000 shares of
Common Stock owned by Mr. Morris' wife, as to which Mr. Morris disclaims
any beneficial ownership.
(2) Shares shown as beneficially owned by Mr. Orsini include 187,500 shares of
Common Stock which Mr. Orsini has the right to acquire within 60 days based
on the terms of options granted to Mr. Orsini under the Carbo Ceramics Inc.
1996 Stock Option Plan for Key Employees.
2
<PAGE> 5
The following table sets forth the number of shares of Common Stock of
the Company owned by each of the current directors and executive officers and by
all directors and executive officers as a group as of March 1, 1999.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP
------------------------------- PERCENT OF
CURRENTLY ACQUIRABLE COMMON STOCK
DIRECTORS OWNED WITHIN 60 DAYS BENEFICIALLY OWNED
---------- -------------- ------------------
<S> <C> <C> <C>
Claude E. Cooke, Jr. 1,500 0 *
William A. Griffin, Jr. 850,000 0 5.62%
William C. Morris (1) 5,700,000 0 37.66%
John J. Murphy 3,500 0 *
Jesse P. Orsini 640,000 187,500 5.47%
Robert S. Rubin 1,700,000 0 11.23%
OTHER EXECUTIVE OFFICERS
Terry P. Keefe 2,500 82,500 *
C. Mark Pearson 2,600 52,500 *
Paul G. Vitek 0 82,500 *
DIRECTORS AND
EXECUTIVE OFFICERS AS A GROUP (1) 8,900,100 405,000 61.47%
</TABLE>
*Less than 1% of total shares outstanding
(1) Shares shown as beneficially owned by Mr. Morris include 700,000 shares of
Common Stock owned by Mr. Morris' wife, as to which Mr. Morris disclaims
any beneficial ownership.
ELECTION OF DIRECTORS
NOMINEES
A board of six directors is to be elected at the meeting. Each director
elected to the board will hold office until the next Annual Meeting or until his
or her successor has been elected and qualified. Unless otherwise instructed,
the proxy holders will vote the proxies received by them for the six nominees
named below, all of whom are presently directors of the Company. In the event
that any nominee is unable or declines to serve as a director at the time of the
Annual Meeting, the proxies will be voted for any nominee who shall be
designated by the present Board of Directors to fill the vacancy, unless the
size of the Board is reduced. The proxies cannot be voted for a greater number
of persons than the number of nominees named in this proxy statement. It is not
expected that any nominee will be unable or will decline to serve as a director.
3
<PAGE> 6
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE
DURING PAST 5 YEARS AND DIRECTOR
NAME (AGE) OTHER INFORMATION SINCE
---------- ----------------------- --------
<S> <C> <C>
William C. Morris (60) Chairman of the Board of the Company; Chairman of the 1987
Board of Directors of J. & W. Seligman & Co.,
Incorporated (investment advisory firm); Chairman
of the Board of Tri-Continental Corporation; and
Chairman of the Boards of the companies in the
Seligman family of investment companies. Director
of Kerr-McGee Corporation.
Claude E. Cooke, Jr. (69) Of Counsel with Baker & Botts LLP (law firm); 1996
Partner, Hutcheson & Grundy LLP (law firm) from 1996 to 1997;
Attorney with Pravel, Hewitt, Kimball & Krieger from 1990 to
1996; employed by Exxon Production Research Company from
1954 to 1986; the inventor of sintered bauxite, the original
ceramic proppant.
William A. Griffin, Jr. (83) Chairman of the Board, Emeritus, and former Chief Executive 1987
Officer of Daniel Industries, Inc. (producer of oil and gas
measurement systems).
John J. Murphy (67) Chairman and Chief Executive Officer of Dresser Industries, 1996
Inc. from 1983 to 1995 (hydrocarbon energy services and
products); President of Dresser Industries, Inc. from 1982
to 1992; Director of PepsiCo., Inc., Kerr-McGee Corporation,
W.R. Grace & Co. and Shaw Industries, Ltd.
Jesse P. Orsini (58) President and Chief Executive Officer of the Company. 1987
Robert S. Rubin (67) Managing Director of Salomon Smith Barney (investment 1997
banking firm) and predecessor firms since 1989.
</TABLE>
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE
The Board of Directors met four times during the last fiscal year. The
Board of Directors has Audit and Compensation committees, each comprised of
three members. The Board of Directors does not have a nominating committee. Each
director attended at least 75% of the aggregate number of meetings of the Board
of Directors and the committees of which such director is a member.
The Audit Committee includes William C. Morris, Claude E. Cooke and Robert
S. Rubin, all of whom are directors of the Company. The Committee met twice
during the last fiscal year. The Audit Committee recommends engagement of the
independent auditors, considers the fee arrangement and scope of the audit,
reviews the financial statements and the independent auditors' report, considers
comments made by the independent auditors with respect to the Company's internal
control structure, and reviews internal accounting procedures and controls with
the Company's financial and accounting staff.
The Compensation Committee includes William C. Morris, William A. Griffin
and John J. Murphy, all of whom are directors of the Company. The Committee met
three times during the last fiscal year. The Compensation Committee establishes
policies relating to the compensation of executive officers and key management
employees of the Company, reviews and approves the President and Chief Executive
Officer's recommendations on incentive compensation awards and oversees the
administration of the Company's stock option plan.
4
<PAGE> 7
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning annual
and long-term compensation for the Company's Chief Executive Officer and
executive officers whose total salary and bonus exceeded $100,000 for services
rendered in all capacities to the Company during the year ended December 31,
1998:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------------------------------
OTHER NUMBER OF
ANNUAL SECURITIES
COMPEN- UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) SATION(2) OPTIONS
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Jesse P. Orsini, Director, President 1998 $ 275,000 $ 302,469 $ 18,345 -
and Chief Executive Officer 1997 250,000 331,118 15,155 -
1996 223,067 110,320 13,817 250,000
Paul G. Vitek, Vice President of 1998 93,000 155,000 18,345 -
Finance, Secretary and Treasurer 1997 88,800 165,000 15,155 -
1996 84,000 115,000 13,817 110,000
Terry P. Keefe, Vice President of 1998 93,000 145,000 18,345 -
Manufacturing 1997 88,800 165,000 15,155 -
1996 84,900 115,000 13,817 110,000
C. Mark Pearson, Vice President 1998 93,000 160,000 18,345 -
of Marketing (3) 1997 66,750 140,000 45,896 110,000
1996 - - - -
</TABLE>
- ----------
(1) For Messrs. Vitek, Keefe and Pearson, bonus consists of amounts payable
under the Company's incentive compensation plan and includes a deferred bonus
that is paid in equal annual amounts over a consecutive three-year period and
that may be forfeited to the Company under certain circumstances. The deferred
portion of the bonus for Messrs. Vitek, Keefe and Pearson was $80,000, $75,000
and $85,000, respectively, for 1998; $90,000, $90,000 and $80,000, respectively,
for 1997; and $55,000 and $50,000, for Messrs. Vitek and Keefe, respectively,
for 1996.
(2) Consists of Company contributions to the savings and profit sharing plan,
except for Dr. Pearson in 1997, which consists of certain reimbursed relocation
expenses.
(3) Dr. Pearson joined the Company on March 15, 1997.
The following table presents the value of unexercised options held by
the named executives at December 31, 1998. No options were granted to or
exercised by the named executives during 1998.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNEXERCISED
UNDERLYING IN-THE-MONEY
NUMBER OF UNEXERCISED OPTIONS OPTIONS
SECURITIES AT FISCAL YEAR-END AT FISCAL YEAR-END
UNDERLYING EXERCISABLE (E)/ EXERCISABLE (E)/
NAME OPTIONS EXERCISED VALUE REALIZED UNEXERCISABLE (U) UNEXERCISABLE (U)
- ------------------------------ ------------------ ---------------- --------------------- --------------------
<S> <C> <C> <C> <C>
Jesse P. Orsini - $ - 125,000 U $62,500 U
- - 125,000 E 62,500 E
Paul G. Vitek - - 55,000 U 27,500 U
- - 55,000 E 27,500 E
Terry P. Keefe - - 55,000 U 27,500 U
- - 55,000 E 27,500 E
C. Mark Pearson - - 82,500 U 0U
- - 27,500 E 0E
</TABLE>
5
<PAGE> 8
The Company has entered into an employment agreement with Mr. Orsini,
which will expire on June 30, 2000 (the "Employment Term"), pursuant to which
Mr. Orsini is employed as President and Chief Executive Officer of the Company.
During the Employment Term, Mr. Orsini will receive an annual base salary of not
less than $250,000 and an incentive bonus for each fiscal year (prorated for
1996 and 2000) equal to the sum of (a) 0.5% of the Company's earnings before
interest and taxes for such fiscal year ("EBIT) up to $20,000,000 plus (b) 1.0%
of EBIT between $20,000,000 and $25,000,000 plus (c) 2.0% of EBIT in excess of
$25,000,000. Mr. Orsini will also be entitled to continue to participate in all
benefit plans available to other executive officers of the Company during the
Employment Term, other than the Company's Incentive Compensation Plan. In the
event that Mr. Orsini's employment is terminated by the Company without cause
during the Employment Term, Mr. Orsini will receive two years' base salary,
payable in installments, and a prorated incentive bonus, any unvested stock
options that he holds under the Company's stock option plan will vest
immediately and all of his outstanding options under the Company's stock option
plan will be exercisable for a period of 30 days following termination. In the
event that Mr. Orsini's employment is terminated for any other reason, Mr.
Orsini will receive his base salary earned to the date of termination and any
earned but unused vacation and any stock options that he holds will terminate in
accordance with the terms of the Company's stock option plan. In addition, in
the event of Mr. Orsini's death or disability or if Mr. Orsini terminates his
employment following a change in control of the Company, Mr. Orsini will receive
a prorated incentive bonus for the year in which his employment terminates. The
agreement also contains a five-year non-competition covenant that would become
effective upon termination of Mr. Orsini's employment for any reason.
Directors who are employees of the Company are not compensated for
serving as directors. Directors who are not employees of the Company are paid
$4,000 per calendar quarter plus $1,000 per meeting for attending meetings of
the Board of Directors or meetings of any committee thereof not immediately
preceding or following a meeting of the Board of Directors. The Chairman of the
Board of Directors is paid $8,000 per calendar quarter plus $1,000 per meeting
for attending meetings of the Board of Directors or meetings of any committee
thereof not immediately preceding or following a meeting of the Board of
Directors. All directors are reimbursed for out-of-pocket expenses incurred by
them in attending meetings of the Board of Directors and its committees and
otherwise in performing their duties as directors.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMPENSATION POLICY. The goal of the Company's compensation policy is to
ensure that executive compensation is related to and supports the Company's
overall objectives of improving profitability and enhancing shareholder value.
To achieve this goal, the Compensation Committee has adopted the following
guidelines to direct compensation decisions:
o provide a competitive compensation package that enables the Company to
attract and retain superior management personnel;
o relate compensation to the performance of the Company and the
individual;
o align employee objectives with the objectives of shareholders by
encouraging executive stock ownership.
ELEMENTS OF COMPENSATION. The Committee believes that the above objectives
are best achieved by combining current and deferred cash compensation with
equity based compensation. In 1998, the Company's compensation program for
executive officers and other key managers consisted of (i) base salary; (ii)
performance-based current and deferred bonuses based upon the Company's net
income before tax; (iii) stock option grants under the Company's 1996 Stock
Option Plan for Key Employees; and (iv) matching contributions and discretionary
contributions under the Company's Savings and Profit Sharing Plan.
Base Salary. Executives' base salary levels are reviewed annually to
determine whether they are near the median range for persons holding similar
positions with companies that are of a similar size. It is the goal of the
Compensation Committee to set salary ranges for the Company's executive officers
at the 50th percentile when compared to these similar businesses. The
Compensation Committee uses various salary surveys, prepared by independent
compensation analysts, to determine the salary level that falls at the 50th
percentile. Individual salaries are established within the salary range based on
individual performance in the most recently completed twelve months.
6
<PAGE> 9
Current and Deferred Bonuses. Since the inception of the Company, it has
been management's objective to have a significant portion of key employee
compensation performance-based. In order to achieve this objective the Company
established the Carbo Ceramics Inc. Incentive Compensation Plan ("the Incentive
Compensation Plan") that generates an incentive compensation "pool", the size of
which is determined by the net income before tax that is generated by the
Company annually. Upon its formation, the Compensation Committee reviewed and
ratified the Incentive Compensation Plan.
The President and Chief Executive Officer of the Company recommends to the
Compensation Committee a distribution of the pool among key employees, including
executive officers, of the Company. Individual performance is the key factor
considered by the President and Chief Executive Officer in determining the
recommended distribution for each key employee and executive officer. In order
to retain the services of key employees and executive officers, a substantial
portion of the amount awarded under the Incentive Compensation Plan is paid on a
deferred basis over a three year period and is subject to forfeiture if the
executive's employment with the Company ceases for any reason other than death,
permanent disability or normal retirement. In 1998, the portion of incentive
compensation that was deferred was approximately 50% for executive officers,
excluding the President and Chief Executive Officer.
Stock Options. The Compensation Committee strongly believes that the
interests of shareholders and executives become more closely aligned when
executives are provided with an opportunity to acquire a proprietary interest in
the Company through ownership of the Company's Common Stock. Accordingly, key
employees and executive officers of the Company are eligible to participate in
the 1996 Stock Option Plan for Key Employees whereby they are granted options to
purchase shares of the Company's Common Stock in the future at a price that is
specified at the time of the grant. Stock options are granted with an exercise
price of no less than the fair market value on the date of the grant and are
exercisable in four equal annual installments beginning one year after the date
of the grant.
Individual stock option grants are determined based on individual and
company performance. No stock options were granted to executive officers of the
Company in 1998.
CEO COMPENSATION. Jesse P. Orsini has been President and Chief Executive
Officer of the Company since its inception in 1987. Mr. Orsini's compensation
package has been designed to encourage short and long-term performance in line
with shareholder interests. Mr. Orsini has an employment agreement with the
Company that expires on June 30, 2000. Under the terms of the agreement, Mr.
Orsini will receive an annual base salary of not less than $250,000 per year and
an incentive bonus based on the net income before tax generated by the Company.
In light of the existence of the employment agreement between the Company and
Mr. Orsini, none of the incentive bonus earned under the terms of the agreement
is deferred. In 1996, Mr. Orsini was granted options to purchase 250,000 shares
of the Company's Common Stock at a price of $17.00 per share under the terms of
the 1996 Stock Option Plan for Key Employees.
The Compensation Committee believes that Mr. Orsini's total compensation is
reflective of his position and responsibility and that he is paid comparably to
chief executive officers of companies of similar size and complexity.
CARBO Ceramics Inc. Compensation Committee
William C. Morris, Chairman
William A. Griffin, Jr.
John J. Murphy
7
<PAGE> 10
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Subject to ratification by the shareholders, the Board of Directors has
reappointed Ernst & Young LLP as independent auditors to audit the financial
statements of the Company for the current fiscal year.
Ernst & Young LLP has acted as auditors for the Company since its
formation in 1987. Representatives of the firm of Ernst & Young LLP are expected
to be present at the Annual Meeting and will have an opportunity to make a
statement if they so desire and will be available to respond to appropriate
questions.
The Audit Committee and the Board of Directors recommend the
shareholders vote "FOR" such ratification.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before
the Annual Meeting. However, if other matters should properly come before the
Annual Meeting, it is the intention of each of the persons named in the proxy to
vote in accordance with his judgement on such matters.
8
<PAGE> 11
STOCK PERFORMANCE GRAPH
The following graph sets forth the cumulative total shareholder return
(assuming reinvestment of dividends) to Carbo Ceramics Inc. shareholders during
the period beginning April 23, 1996, and ending December 31, 1998, as well as an
overall stock market index (The Nasdaq Stock Market Total Return Index) and a
peer group index (Oil and Gas Field Service Stocks, Source: Media General
Financial Services):
[GRAPH]
<TABLE>
<CAPTION>
4/23/96 12/31/96 12/31/97 12/31/98
<S> <C> <C> <C> <C>
CARBO CERAMICS 100 124.45 191.87 106
NASDAQ MARKET INDEX 100 107.16 131.08 184.88
OIL & GAS FIELD SERVICE STOCKS 100 119.37 180.92 93.03
</TABLE>
The stock performance graph assumes $100 was invested on April 23,
1996. For Carbo Ceramics Inc. the initial public offering price of $17 per share
was used to establish the value as of April 23, 1996.
9
<PAGE> 12
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CARBO CERAMICS INC.
The undersigned hereby appoints Jesse P. Orsini and Paul G. Vitek, or any one
of them, as proxies, each with the power to appoint his substitute, and hereby
authorizes each of them to represent and to vote, as designated on the reverse
side, all the shares of Common Stock of Carbo Ceramics Inc. held of record by
the undersigned on March 5, 1999 at the Annual Meeting of Shareholders to be
held on April 13, 1999, or any adjournment or continuation thereof.
(PLEASE SEE REVERSE SIDE)
*FOLD AND DETACH HERE*
<PAGE> 13
<TABLE>
<S> <C> <C> <C>
1. To elect six Directors 2. Proposal to ratify the appointment of Ernst 3. In their discretion to vote
& Young LLP, certified public accountants, upon such other business as
FOR all nominees WITHHOLD as independent auditors for the fiscal year may properly come before the
listed below (except AUTHORITY ending December 31, 1999. meeting.
as marked to the to vote for all nominees
contrary below) listed below FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ]
INSTRUCTIONS: To withhold authority to vote for
any individual nominee strike a line through the
nominee's name in the list below:
Claude E. Cooke, Jr. The Board of Directors
William A Griffin, Jr. recommends that you vote FOR
William C. Morris the nominees and the proposal
John J. Murphy listed above. This proxy when
Jesse P. Orsini properly executed will be
Robert S. Rubin voted in the manner directed
herein by the undersigned
shareholder. If no direction
is given, this proxy will be
voted FOR the nominees and
the proposal.
DATED:__________________,1999
-----------------------------
(SIGNATURE OF SHAREHOLDER)
-----------------------------
(SIGNATURE IF HELD JOINTLY)
</TABLE>
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
*FOLD AND DETACH HERE*
