<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
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
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
Eagle Geophysical, 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)(l) 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:
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[ ] 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:
- --------------------------------------------------------------------------------
<PAGE> 2
EAGLE GEOPHYSICAL, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY
MAY 26, 1999
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of
Eagle Geophysical, Inc. (the "Company") to be held on Wednesday, May 26, 1999,
at 9:00 a.m. at the Crowne Plaza Hotel, 2222 West Loop South, Houston, Texas
77027, for the following purposes:
1. To elect five directors to serve until the 2000 Annual Meeting;
2. To approve the appointment of Arthur Andersen LLP as independent
certified public accountants for the Company for the year ending December
31, 1999; and
3. To transact such other business as may properly come before the
meeting or any adjournment of the meeting.
Only stockholders of record at the close of business on April 14, 1999,
will be entitled to notice of and to vote at the meeting.
Please sign, date and mail the enclosed proxy in the enclosed envelope,
which requires no postage if mailed in the United States, so that your shares
will be represented at the meeting.
By Order of the Board of Directors,
Richard W. McNairy
Secretary
April 23, 1999
Houston, Texas
<PAGE> 3
EAGLE GEOPHYSICAL, INC.
2603 AUGUSTA, SUITE 1400
HOUSTON, TX 77057
---------------------
PROXY STATEMENT
---------------------
The accompanying proxy is solicited on behalf of the Board of Directors of
the Company for use at the Annual Meeting of Stockholders to be held at 9:00
a.m. on Wednesday, May 26, 1999, at the Crowne Plaza Hotel, 2222 West Loop
South, Houston, Texas 77027, and at any adjournment of the meeting. The proxy
may be revoked at any time before it is exercised by notice, in writing, to the
Secretary of the Company, or by a later dated proxy delivered to the Secretary
of the Company at any time before the voting, or by appearing at the meeting and
voting in person. The proxy, when properly executed and returned, will be voted
in accordance with the instructions contained therein. A proxy received by
management which does not withhold authority to vote or on which no
specifications have been indicated will be voted (i) in favor of the nominees
for members of the Board of Directors of the Company named in item 1 of the
proxy and (ii) for approval of the appointment of Arthur Andersen LLP as the
Company's independent public accountants for the fiscal year ending December 31,
1999.
The Board of Directors has fixed the close of business on April 14, 1999,
as the record date for the meeting. On that date, the Company had outstanding
8,788,310 shares of Common Stock. Only stockholders of record at the close of
business on that date will be entitled to vote at the meeting or at any
adjournment of the meeting. Each such stockholder will be entitled to one vote
for each share held and may vote in person or by proxy authorized in writing.
The presence at the Annual Meeting, in person or by proxy, of the holders
of a majority of the outstanding shares of Common Stock is necessary to
constitute a quorum. The election of directors will require the favorable vote
of the holders of a plurality of the shares of Common Stock present, in person
or by proxy, at the Annual Meeting and entitled to vote thereon. Approval of the
appointment of Arthur Andersen LLP as the Company's independent public
accountants for the fiscal year ending December 31, 1999, will require the
favorable vote of the holders of a majority of the shares of Common Stock
present, in person or by proxy, at the Annual Meeting and entitled to vote
thereon. Under Delaware law and the Company's Certificate of Incorporation and
Bylaws, abstentions and broker non-votes will have no effect on the election of
directors since directors are elected by a plurality vote. With respect to the
approval of the appointment of Arthur Anderson LLP as the Company's independent
public accountants for the year ending December 31, 1999, abstentions will be
counted as a vote against this proposal, and broker non-votes (and other limited
proxies), although considered present for quorum purposes, will not be
considered part of the voting power present at the meeting with respect to this
proposal.
The principal executive offices of the Company are at 2603 Augusta, Suite
1400, Houston, Texas, 77057. This proxy statement and the enclosed form of proxy
are being sent to stockholders on or about April 29, 1999.
<PAGE> 4
ELECTION OF DIRECTORS
At the meeting, five directors are to be elected to serve until the next
Annual Meeting of Stockholders or until their successors are elected and
qualified. The persons named in the enclosed form of proxy have advised that,
unless contrary instructions are received, they intend to vote for the five
nominees named by the Board of Directors of the Company and listed below. If, by
reason of death or other unexpected occurrence, one or more of these nominees is
not available for election, the persons named in the form of proxy have advised
that they will vote for such substitute nominees as the Board of Directors of
the Company may propose.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION(S) WITH THE COMPANY SINCE
- ---- --- ---------------------------- --------
<S> <C> <C> <C>
William L. Lurie....................... 68 Chairman of the Board of Directors 1997
Jay N. Silverman....................... 46 Chief Executive Officer, President and
Director 1997
George Purdie.......................... 43 Senior Vice President -- Offshore and
Director 1997
Douglas B. Thompson.................... 49 Director 1999
Paul G. Somerville..................... 51 Director 1997
</TABLE>
William L. Lurie is the Chairman of the Board of Directors of the Company
and Chairman of the Compensation Committee and Co-Chairman of the Audit
Committee. Mr. Lurie was a director and a member of the Audit Committee of
Seitel, Inc., the former parent corporation of the Company, from November 1995
to August 1997 and a member of the Compensation Committee of Seitel from July
1996 to August 1997. Mr. Lurie retired from such positions with Seitel at the
time of the Company's initial public offering. He has been Co-Chairman of The
Foundation for the Prevention & Early Resolution of Conflicts since April 1996.
He was President of Prevention and Early Resolution of Conflicts, a consulting
firm, from 1994 until April 1996. Mr. Lurie has been a Director of Minerals
Technologies, Inc., a mining and minerals company listed on the New York Stock
Exchange, since 1993 and is a member of its Compensation Committee. He was
Executive Consultant to the Chairman of The Business Roundtable from 1993 to
1994, and was President of The Business Roundtable from 1984 to 1993. Prior to
that time, Mr. Lurie was Vice President -- General Counsel of International
Paper Company, a global paper and forest products company listed on the New York
Stock Exchange. He has been a Director of Intersystems, Inc., a manufacturing
company listed on the American Stock Exchange, since November 1995.
Jay N. Silverman is the Chief Executive Officer and President and a
Director of the Company. Mr. Silverman served as President of Eagle Geophysical
Onshore, Inc. ("Eagle Onshore"), the Company's onshore crew operations
subsidiary, since its formation in December 1996, and served as President of
Seitel Geophysical Inc. ("SGI"), the Seitel subsidiary that formerly conducted
the business now operated by the Company, from July 1993 until May 1997. From
July 1993 until February 1996, he was Seitel's Vice President of Operations, and
from August 1990 to July 1993, he was Seitel's Manager of Field Operations. From
January 1988 to July 1990, Mr. Silverman was Vice President of Operations of
East Coast Drilling and Boring, Inc., a private drilling company. Between August
1976 and January 1988, Mr. Silverman served as Crew Chief, Operations Supervisor
and Manager for Western Geophysical Company.
George Purdie is the Senior Vice President -- Offshore Operations and a
Director of the Company. Mr. Purdie has been Operations Director of the Horizon
Companies since 1993, and from 1990 to 1993 was Operations Director of
Simon-Horizon Limited. From 1980 to 1989, he served in various onshore and
offshore field management posts for predecessor companies of the Horizon
Companies.
Douglas B. Thompson has been a director of the Company since April 1999.
Mr. Thompson has been President of Jupiter Management Company, Inc., a private
investment company, since 1998. From 1996 to 1998, he served on the board of
directors of Veritas DGC, a seismic acquisition and processing company. From
1991 to 1996, he served on the board of directors of Digicon, Inc., a
predecessor company of Veritas DGC also engaged in seismic acquisition and
processing. Mr. Thompson served as the chairman of the board of directors of
Digicon, Inc. from 1994 to 1996. Mr. Thompson also serves as chairman of the
board of
2
<PAGE> 5
directors of Chandler Engineering, a Tulsa Oklahoma manufacturer of testing and
measurement instruments used in the oil and gas industry.
Paul G. Somerville has been a director of the Company since September 1997
and is the Co-Chairman of the Audit Committee. He has been Chief Executive
Officer and President of Associated Pipeline Contractors, Inc., a private
company located in Houston, Texas, engaged in the pipeline construction
business, since 1985. Mr. Somerville is a Lifetime Vice President and past
Treasurer of the Houston Livestock Show and Rodeo, and serves on the boards of
several other charitable foundations.
All directors are elected to serve until the next annual meeting of
stockholders and until their successors are elected and qualified.
EXECUTIVE OFFICERS
In addition to Messrs. Silverman and Purdie, the Company has the following
executive officers. Officers serve at the discretion of the Board.
Richard W. McNairy, CPA, is the Vice President -- Chief Financial Officer
and Secretary of the Company. Mr. McNairy served as Vice President and Chief
Financial Officer of Veritas DGC Inc. from February 1994 through March 1997,
prior to which he was corporate controller of Halliburton Energy Services Group
for three years and Vice President-Finance for its geophysical services
subsidiary for the preceding two years. From 1974 to 1989, he was employed in
various financial and operational management capacities with predecessor
companies acquired by Halliburton.
Neil A.M. Campbell is the Vice President -- International Finance of the
Company. Mr. Campbell has been Finance Director, Chief Financial Officer, and
Company Secretary of the Horizon Companies since 1993. Mr. Campbell served as
Finance Director and Company Secretary of Simon-Horizon Limited from 1990 to
1993, and as Chief Accountant and Company Secretary of Simon-Horizon Limited and
its predecessors from 1987 to 1990. Mr. Campbell served in various accounting
positions for predecessors of the Horizon Companies from 1984 to 1987 and in
various accounting positions for British Petroleum from 1972 to 1984.
Samuel T. Sloan III was elected Vice President -- Onshore Operations of the
Company in March 1998. Mr. Sloan has been Vice President -- Onshore Operations
of Eagle Onshore since October 1997. Mr. Sloan was Manager of Geophysical
Operations for Eagle Onshore from the time of its formation in December 1996
until October 1997, and served as Manager of Geophysical Operations of SGI from
April 1993 until May 1997. Prior to that time, Mr. Sloan was a Data Acquisition
Supervisor for SGI beginning in January 1992. From June 1989 to December 1991,
Mr. Sloan was Vice President of Operations of Coastal Bend Exploration, Inc., a
geophysical crew operations company, and from November 1976 to May 1989, he
served as a Manager for Western Geophysical Company.
David H. Saindon, CPA, is the Company's Chief Accounting Officer. Mr.
Saindon was Assistant Controller of U.S. Delivery Systems, Inc., a subsidiary of
Corporate Express, Inc., a company listed on The Nasdaq National Stock Market
that distributes office supplies and related products, from July 1996 to July
1997. Mr. Saindon was an auditor with Arthur Andersen LLP from December 1991 to
June 1996.
BOARD OF DIRECTORS, COMMITTEES AND ATTENDANCE AT MEETINGS
During 1998, the Company's Board of Directors held twelve meetings. All of
the directors of the Company attended at least seventy-five percent of the
meetings of the Board of Directors and of the meetings held by all committees of
the Board on which each member served during 1998.
The Board of Directors has a standing Audit Committee, Compensation
Committee, and Executive Committee. The Board of Directors does not have a
Nominating Committee, and nominees for Director are nominated by the full Board
of Directors.
3
<PAGE> 6
During 1998, the Audit Committee was comprised of Messrs. Lurie and
Somerville, the Company's two independent directors. The Audit Committee held
two meetings during 1998. The functions of the Audit Committee are to engage and
discharge independent auditors of the Company, review with the auditors and
management the Company's policies and procedures with respect to internal
auditing, accounting and financial control, review with the auditors, upon
completion of their audit, their report or opinion on matters related to the
performance of such audit, periodically meet with the Company's financial staff
to discuss internal accounting and auditing procedures and the extent to which
recommendations made by the internal staff or by the auditors have been
implemented, and initiate, direct and supervise any investigations it deems
necessary regarding the accounting and financial policies and controls of the
Company.
During 1998, Mr. Lurie and Paul A. Frame, who resigned as a director in
March 1999, acted as the Executive Committee. The Executive Committee has the
authority to exercise all of the powers of the Board of Directors in the
management of the business and affairs of the Company, subject to certain
limitations under the Delaware Business Corporation Law. The Executive Committee
did not meet separately from the entire Board of Directors during 1998.
During 1998, the Compensation Committee was comprised of Messrs. Lurie and
Somerville. The Compensation Committee held one meeting during 1998. The
functions of the Compensation Committee are to review and make recommendations
to the Board of Directors on all matters of policy relating to the compensation
of and benefits provided to executive management, approve the salaries and
bonuses of executive management, and administer the Company's Stock Option Plan
and other compensation plans approved by the Board of Directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee consists of Messrs. Lurie and
Somerville, who are each independent directors of the Company. Neither of these
individuals had any "interlock" relationship during 1998.
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 Company's directors and executive officers and persons who beneficially own
more than ten percent of the Company's Common Stock to report their ownership of
and transactions in the Company's Common Stock to the Securities and Exchange
Commission and The Nasdaq National Stock Market. Copies of these reports are
also required to be supplied to the Company. The Company believes, based solely
on a review of the copies of such reports received by the Company, that during
1998 its officers, directors and ten percent or greater stockholders complied
with all applicable Section 16(a) reporting requirements.
4
<PAGE> 7
BENEFICIAL OWNERSHIP
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock, as of April 14, 1999, by (i) persons known to the
Company to be beneficial owners of more than 5% of the Common Stock, (ii) each
of the Company's directors (iii) each of the Named Executive Officers, and (iv)
all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1)(2) PERCENTAGE OF CLASS
- ------------------- -------------------------- -------------------
<S> <C> <C>
EHI Holdings, Inc.(3)................................. 1,520,000 17.3%
50 Briar Hollow Lane
7th Floor, West Building
Houston, Texas 77027
William L. Lurie(4)................................... 13,333 *
Jay N. Silverman...................................... 75,000 *
Gerald M. Harrison(5)................................. 156,600 1.8%
George Purdie......................................... 156,600 1.8%
Paul G. Somerville(4)................................. 10,000 *
Douglas B. Thompson................................... 5,000 *
Samuel T. Sloan....................................... 16,667 *
Richard W. McNairy.................................... 20,668 *
Neil A.M. Campbell.................................... 156,600 1.8%
All directors and executive officers as a group (10
persons)............................................ 612,968 6.5%
</TABLE>
- ---------------
* Less than 1%
(1) Except as otherwise noted, each named holder has, to the best of the
Company's knowledge, sole voting and investment power with respect to the
shares indicated.
(2) Includes shares that may be acquired within 60 days by any of the named
persons upon exercise of any right.
(3) EHI Holdings, Inc. is a wholly-owned subsidiary of Seitel, Inc.
(4) In addition, Messrs. Lurie and Somerville have deferred all or a portion of
their director fees in stock appreciation units under the Company's Deferred
Compensation Plan for Directors. Each such stock appreciation unit
represents one share of Common Stock of the Company. As of April 14, 1999,
Mr. Lurie had 7,903 units and Mr. Somerville had 2,300 units under the
Deferred Compensation Plan.
(5) Mr. Harrison resigned as an officer and director of the Company in April
1999.
5
<PAGE> 8
EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning the
compensation awarded to, earned by or paid to the Chief Executive Officer of the
Company and each of the five most highly compensated executive officers of the
Company other than the Chief Executive Officer (collectively, the "Named
Executive Officers"). The information set forth in the table for the 1997 fiscal
year only reflects the period from August 11, 1997 through December 31, 1997 for
the Named Executive Officers other than Mr. McNairy, since these Named Executive
Officers were compensated by other entities prior to completion of the Company's
initial public offering on August 11, 1997. The information set forth in the
table for compensation paid to Mr. McNairy for the 1997 fiscal year only
reflects the period from April 23, 1997 to December 31, 1997, since Mr. McNairy
became an officer and employee of the Company on April 23, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------- --------------
AWARDS OTHER
-------------- ANNUAL
BONUS STOCK OPTIONS/ COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) ($)(1) SARS(#) ($)(2)
- --------------------------- ---- --------- -------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Jay N. Silverman........................ 1998 $263,640 $348,147 200,000(3) $7,140
Chief Executive Officer and President 1997 $100,326 $224,327 150,000 $3,285
Gerald M. Harrison...................... 1998 $245,000 $111,890 75,000(4) --
Executive Vice President 1997 $ 82,629 $ 41,294 75,000 --
Richard W. McNairy...................... 1998 $200,000 $105,000 100,000(4) $5,286
Vice President -- Chief Financial
Officer 1997 $103,125 $ 55,000 50,000 --
Samuel T. Sloan III..................... 1998 $ 70,000 $284,126 70,000(5) $2,825
Senior Vice President -- Onshore 1997 29,708 129,082 50,000 --
Operations
George Purdie........................... 1998 $207,000 $103,500 75,000(4) --
Senior Vice President -- Offshore 1997 $ 79,694 $ 39,828 75,000 --
Operations
Neil A.M. Campbell...................... 1998 $207,000 $103,500 75,000(4) --
Vice President -- International
Finance 1997 $ 79,694 $ 39,828 75,000 --
</TABLE>
- ---------------
(1) Includes bonuses based on the Company's profit margin for its onshore
business and the Company's pre-tax profits for Mr. Silverman. Includes
bonuses based on the Company's profit margin for its offshore business for
Messrs. Harrison, Purdie and Campbell. Includes an incentive bonus payable
at the discretion of the Board of Directors for Mr. McNairy.
(2) Includes term life insurance premium of $1,940 for Mr. Silverman and 401(k)
contributions of $5,200, $5,286, and $2,825 for Messrs. Silverman, McNairy
and Sloan.
(3) Includes options to purchase 175,000 shares of common stock deemed to have
been issued upon repricing of previously granted options. See "Ten Year
Options/SAR Repricings" below.
(4) Includes options to purchase 75,000 shares of common stock deemed to have
been issued upon repricing of previously granted options. See "Ten Year
Options/SAR Repricings" below.
(5) Includes options to purchase 60,000 shares of common stock deemed to have
been issued upon repricing of previously granted options. See "Ten Year
Options/SAR Repricings" below.
6
<PAGE> 9
The following table sets forth certain information with respect to options
to purchase Common Stock granted during the year ended December 31, 1998 to each
of the Named Executive Officers.
OPTION/SAR GRANTS IN 1998
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------
PERCENT
NUMBER OF OF TOTAL POTENTIAL REALIZABLE VALUE AT
SECURITIES OPTIONS/SAR ASSUMED ANNUAL RATES OF STOCK PRICE
UNDERLYING GRANTED TO EXERCISE APPRECIATION FOR OPTION TERM(4)
OPTIONS/SARS EMPLOYEES OR BASE EXPIRATION -------------------------------------------
NAME GRANTED(#) IN 1998(3) PRICE($/SH) DATE 0 PERCENT($) 5 PERCENT($) 10 PERCENT($)
- ---- ------------ ----------- ----------- ---------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Jay N. Silverman...... 25,000(1) 1.4% $9.88 08/13/08 $0 $155,258 $393,455
25,000(2) 1.4% $8.00 08/13/08 $0 $ 0 $ 83,691
150,000(2) 8.2% $8.00 08/15/07 $0 $ 0 $502,143
Gerald M. Harrison.... 75,000(2) 4.1% $8.00 08/15/07 $0 $ 0 $251,072
Richard W. McNairy.... 25,000(1) 1.4% $9.88 08/13/08 $0 $155,258 $393,455
25,000(2) 1.4% $8.00 08/13/08 $0 $ 0 $ 83,691
25,000(2) 1.4% $8.00 08/15/07 $0 $ 0 $ 83,691
25,000(2) 1.4% $8.00 09/04/07 $0 $ 0 $ 83,691
Samuel T. Sloan III... 10,000(1) 0.5% $9.88 08/13/08 $0 $ 62,103 $157,382
10,000(2) 0.5% $8.00 08/13/08 $0 $ 0 $ 33,476
50,000(2) 2.7% $8.00 08/15/07 $0 $ 0 $167,381
George Purdie......... 75,000(2) 4.1% $8.00 08/15/07 $0 $ 0 $251,072
Neil A.M. Campbell.... 75,000(2) 4.1% $8.00 08/15/07 $0 $ 0 $251,072
</TABLE>
- ---------------
(1) These options were granted under the Company's 1997 Stock Option Plan and
are exercisable starting 12 months after the grant date of August 13, 1998,
with 33% of the options granted becoming exercisable on each anniversary of
grant, and full vesting occurring on the third anniversary date. The options
were granted for a term of 10 years, subject to certain events related to
termination of employment.
(2) These options represent the repricing of previously granted options. No
terms of the options were changed other than the exercise price.
(3) Includes options that are deemed to have been granted upon the repricing of
previously granted options.
(4) The values shown are based on the indicated assumed annual rates of
appreciation compounded annually. The actual value an executive may realize
will depend on the extent to which the stock price exceeds the exercise
price of the options or warrants on the date the option or warrant is
exercised. Accordingly, the value, if any, realized by an executive will not
necessarily equal any of the amounts set forth in the table above. These
calculations are not intended to forecast possible future appreciation, if
any, of the price of the Company's Common Stock.
7
<PAGE> 10
The following table sets forth certain information with respect to
unexercised options held at December 31, 1998, by each of the Named Executive
Officers. None of such options were in-the-money at December 31, 1998. None of
the Named Executive Officers exercised any options during the year ended
December 31, 1998.
AGGREGATED OPTION/SAR EXERCISES IN 1998
AND 12/31/98 OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS/SARS AT
12/31/98(#)
---------------------------
NAME EXERCISABLE UNEXERCISABLE
- ---- ----------- -------------
<S> <C> <C>
Jay N. Silverman............................................ 50,000 125,000
Richard McNairy............................................. 16,668 58,332
Gerald M. Harrison.......................................... 25,000 50,000
Samuel T. Sloan III......................................... 16,667 43,333
George Purdie............................................... 25,000 50,000
Neil A.M. Campbell.......................................... 25,000 50,000
</TABLE>
The following table sets forth certain information with respect to the
pension plan maintained by the Company's English subsidiary Horizon Exploration
Ltd. for its participating employees in the United Kingdom, including Messrs.
Harrison, Purdie and Campbell.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------ ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000................................. $31,250 $ 41,667 $ 52,083 $ 67,500 $ 72,917
$150,000................................. $37,500 $ 50,000 $ 62,500 $ 75,000 $ 87,500
$175,000................................. $43,750 $ 58,333 $ 72,917 $ 87,500 $102,083
$200,000................................. $50,000 $ 66,667 $ 83,333 $100,000 $116,667
$225,000................................. $56,250 $ 75,000 $ 93,750 $112,500 $131,250
$250,000................................. $62,500 $ 83,333 $104,167 $125,000 $145,833
$300,000................................. $75,000 $100,000 $125,000 $150,000 $175,000
</TABLE>
The only Named Executive Officers who participate in this pension plan are
Messrs. Harrison, Purdie and Campbell. The remuneration on which the pension
benefits are based is the employee's final base annual salary, excluding bonuses
and benefits. This annual salary for Messrs. Purdie and Campbell is currently
$207,000 (L124,000) each, and the annual salary for Mr. Harrison at the time of
his resignation was $250,000 (L152,000). The estimated credited years of service
for purposes of the pension plan for Messrs. Harrison, Purdie and Campbell are
34 years, 31 years, and 19 years, respectively. The manner in which benefits are
computed under the pension plan is generally one-sixtieth of final salary for
each year of service, up to a maximum of forty-sixtieths of final salary.
8
<PAGE> 11
REPORT ON REPRICING OF OPTIONS
In 1997, in connection with the Company's initial public offering, the
Board of Directors of the Company issued options to purchase a total of 830,000
shares of the Company's Common Stock to its directors, officers and employees,
of which options to purchase 455,000 shares were granted to the Company's
officers. Thereafter, on several occasions in 1997 and 1998, the Board of
Directors of the Company issued options to purchase an additional 219,750 shares
of the Company's Common Stock to its directors, officers and employees, of which
options to purchase 87,500 shares were granted to the Company's officers. The
exercise price per share for these options to purchase common stock were equal
to the fair market value of such shares on the date the options were granted.
These exercise prices ranged from $9.875 to $18.50 per share. To reflect the
importance that the Company places on shareholder value and to provide a more
effective incentive to the Company's employees, the Board of Directors accepted
the Compensation Committee's recommendation at its December 11, 1998 meeting to
reduce the exercise price of all outstanding common stock purchase warrants to
$8.00 per share. Details of the repricing for the Company's executive officers
are set forth in the "Ten Year Options/SAR Repricings" table below.
By the Compensation Committee
William L. Lurie, Chairman
Paul G. Somerville
TEN YEAR OPTIONS/SAR REPRICINGS
<TABLE>
<CAPTION>
LENGTH OF
MARKET ORIGINAL
SECURITIES PRICE OF EXERCISE OPTION
UNDERLYING STOCK AT PRICE AT TERM
NUMBER OF TIME OF TIME OF REMAINING
OPTIONS/SARS REPRICING OR REPRICING OR NEW AT DATE OF
REPRICED OR AMENDMENT AMENDMENT EXERCISE REPRICING OR
NAME DATE AMENDED(#) ($) ($) PRICE($) AMENDMENT
- ---- -------- ------------ ------------ ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Neil A.M. Campbell...................... 12/11/98 75,000 $3.813 $17.000 $8.000 8.667 yrs.
Paul A. Frame........................... 12/11/98 100,000 $3.813 $17.000 $8.000 8.667 yrs.
Gerald M. Harrison...................... 12/11/98 75,000 $3.813 $17.000 $8.000 8.667 yrs.
Richard W. McNairy...................... 12/11/98 25,000 $3.813 $17.000 $8.000 8.667 yrs.
25,000 $3.813 $18.500 $8.000 8.750 yrs.
25,000 $3.813 $ 9.875 $8.000 9.667 yrs.
George Purdie........................... 12/11/98 75,000 $3.813 $17.000 $8.000 8.667 yrs.
David H. Saindon........................ 12/11/98 5,000 $3.813 $17.000 $8.000 8.667 yrs.
2,500 $3.813 $13.000 $8.000 9.020 yrs.
Jay N. Silverman........................ 12/11/98 150,000 $3.813 $17.000 $8.000 8.667 yrs.
25,000 $3.813 $ 9.875 $8.000 9.020 yrs.
Samuel T. Sloan......................... 12/11/98 50,000 $3.813 $17.000 $8.000 8.667 yrs.
10,000 $3.813 $ 9.875 $8.000 9.020 yrs.
</TABLE>
EMPLOYMENT ARRANGEMENTS
Messrs. Silverman, McNairy and Sloan have employment agreements with the
Company. The employment agreement with Mr. Silverman provides for a current
annual base salary of $264,430 and for a quarterly bonus equal to 25.0% of his
base salary if the gross margin (revenues less all expenses except for
depreciation, amortization, interest, taxes and overhead) for the onshore
operations for such quarter is at least 17% and an incentive bonus of 4% or 5%
of the Company's pre-tax profits (which percentage varies based on the Company's
profit margin). The Company calculates all bonuses without taking into account
the expenses of the bonuses paid to its officers and directors. The employment
agreement with Mr. McNairy provides for an annual base salary of $200,000, and
for an incentive bonus at the discretion of the Board of Directors equal to
9
<PAGE> 12
50% of the base annual salary. Mr. Sloan's employment agreement, which was
entered into effective January 1, 1999, provides for an annual base salary of
$200,000 and for an incentive bonus of 1.35% of the pre-tax profits of the
Company's onshore operations. Messrs. Silverman's, McNairy's and Sloan's
employment agreements are for original terms expiring August 10, 2000, June 30,
2000, and December 31, 2000 and will automatically renew for successive one-year
terms unless either party to the employment agreement gives notice otherwise at
least 90 days prior to expiration of the then-current term. The employment
agreements with Messrs. Silverman and Sloan contain covenants not to compete
during their employment with the Company or its subsidiaries, and for one year
thereafter if the Company terminates his employment for cause or he terminates
his employment without cause. In the event the Company terminates Mr.
Silverman's employment without cause, as such term is defined in his employment
agreement, the Company will be required to pay Mr. Silverman severance payments
each year for two years equal to the average of his total cash compensation for
the previous three years, to vest all options previously granted to Mr.
Silverman that are not then vested, and to forgive outstanding indebtedness owed
by Mr. Silverman to the Company relating to his purchase of 25,000 shares of
Common Stock to the extent the value of such shares at the date of such
termination is less than the outstanding indebtedness. If the Company terminates
Mr. Sloan's employment without cause, as such term is defined in his employment
agreement, the Company will be required to pay Mr. Sloan severance payments for
the remaining term of the agreement equal to his salary and bonus and for 12
additional months equal to his salary.
Each of Messrs. Purdie and Campbell have employment agreements with
Exploration Holdings Ltd., a wholly-owned subsidiary of the Company. Such
employment agreements, as amended, provide for base annual salaries of $207,000
(L124,000). These employment agreements require the Company and the employee to
give twenty-four months' advance notice of termination (other than for
termination with cause). If the Company terminates the employment of Messrs.
Purdie or Campbell other than in accordance with the terms of such agreement
(i.e., without giving twenty-four months advance notice, other than for
termination with cause), the options to purchase 75,000 shares of Common Stock
granted to such employee under the Company's Stock Option Plan at the time of
the initial public offering will become fully vested, and the Company may be
liable to such employee for breach of contract. The employment agreements
provide for an annual incentive bonus equal to 50.0% of the annual base salary
if performance criteria established by the Company are met (which criteria for
the year ended December 31, 1998 were that the operating profit margin (revenues
less cost of sales, expressed as a percentage of revenues) from the Company's
offshore operations equal or exceed 24.0%), and provide for an additional
incentive bonus of between 2.0% and 3.0% of the net after-tax profits of the
Company from its offshore operations in excess of 5.0% of gross revenues from
offshore operations. The employment agreements also provide for a bonus of 3% of
the excess, if any, of net after-tax profits of the Company's offshore business
for a fiscal year over the greater of (i) net after-tax profits of the Company's
offshore business for the prior fiscal year or (ii) 5% of the gross revenues of
the Company's offshore business for the prior fiscal year, if the Company's
gross revenues from its offshore business increase by at least 20% as compared
to the prior fiscal year and the net after-tax profits of the Company's offshore
business equal or exceed 5% of gross revenues from its offshore business.
Mr. Harrison had an employment agreement with Exploration Holdings Ltd.
similar to those of Messrs. Purdie and Campbell. This employment agreement, as
amended, provided for a base annual salary of $250,000 (L152,000). Mr.
Harrison's employment agreement was terminated as a result of his resignation as
an officer and director of the Company in April 1999. In connection with his
termination, the Company has agreed to pay Mr. Harrison a lump sum of $165,000
(L100,000) and to amend the terms of 50,000 existing options, which have an
exercise price of $8.00 per share, so that they will remain exercisable until
December 31, 2000 despite the termination of Mr. Harrison's employment.
DIRECTORS' COMPENSATION
Each director who is not also an officer of the Company (an "Outside
Director") receives an annual director fee of $25,000 plus meeting fees of
$2,500 for each meeting of the Board of Directors or committee thereof in which
such director participates. If such Outside Director serves as Chairman of the
Board of Directors, such director receives an annual director fee of $50,000
plus meeting fees. Outside Directors are
10
<PAGE> 13
also reimbursed for reasonable out-of-pocket expenses incurred in connection
with attendance of meetings of the Board of Directors or committees thereof.
The Company has established a Deferred Compensation Plan for Directors
whereby each Outside Director may elect to defer cash compensation for annual
director fees or meeting fees to a date subsequent to such director's death,
retirement, disability or termination of services as a director. Earnings with
respect to such deferred compensation may be calculated, at the election of the
director, as if the amount deferred had been invested in Common Stock or as if
the amount deferred had been invested in an account bearing interest at the
prime rate minus 1.5%.
Independent directors of the Company participate in the Independent
Directors' Stock Option Plan (the "Directors' Option Plan"). An independent
director for purposes of the Directors' Option Plan is a director who receives
no compensation from the Company and its subsidiaries other than annual director
fees, meeting fees, reimbursement of expenses and options under the Directors'
Option Plan and has not, during the three months prior to any grant, been an
employee of the Company or any of its subsidiaries. Messrs. Lurie and Somerville
are the only current directors of the Company eligible to receive grants of
options under the Directors' Option Plan. The Directors' Option Plan generally
provides for an automatic grant of options to purchase 5,000 shares at an
exercise price equal to the fair market value of the Common Stock on the date of
grant to independent directors upon their initial election to serve as a
director of the Company and upon each successive reelection to the Board of
Directors. Options granted under the Directors' Option Plan become exercisable
one year after the date of grant. All options expire at the earlier of five
years after the date of grant, twelve months after the optionee ceases to serve
as a director due to death, disability, or retirement at or after age 65, or 60
days after the optionee otherwise ceases to serve as a director of the Company.
If a director ceases to serve as such for any reason other than death,
disability, or retirement at or after age 65, the option may be exercised only
if it was exercisable at the date of such cessation of service.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Under the supervision of the Compensation Committee, the Company seeks to
relate a significant portion of potential total executive compensation to the
Company's financial performance. In general, executive financial rewards may be
segregated into the following significant components: base compensation, bonus
and stock-based benefits.
Base compensation for the Named Executive Officers is intended to afford a
reasonable degree of financial security and flexibility to those individuals who
are regarded by the Company as acceptably discharging the levels and types of
responsibility implicit in the various executive positions. Each Named Executive
Officer other than Mr. Sloan had an employment contract with the Company or one
of its subsidiaries during 1998. Under these agreements, Mr. Silverman, the
Company's Chief Executive Officer and President, received a base salary of
$263,640, Mr. Harrison received a base salary of $250,000 (L152,000), Mr.
McNairy received a base salary of $200,000, and Messrs. Purdie and Campbell
received base salaries of $207,000 (L124,000) each. Mr. Silverman's salary was
increased from $260,000 in 1997 to $263,640 in 1998 pursuant to the consumer
price index adjustment required by his employment agreement. Mr. McNairy's
salary was increased from $150,000 in 1997 to $200,000 in 1998 in recognition of
his contributions to the Company and the disparity between his previous
compensation and that of comparable executives at other companies. Mr.
Harrison's salary was increased from $221,000 in 1997 to $250,000 in 1998 in
connection with Mr. Harrison agreeing to forego certain perquisites that he had
previously received under his employment agreement. Mr. Sloan's salary remained
the same at $70,000 in 1997 and 1998, and has been increased to $200,000
effective January 1, 1999 in connection with his promotion from the Company's
operations to the Company's management team.
All of the Named Executive Officers joined the Company in 1997 in
connection with the Company's initial public offering. Mr. Silverman's contract
was negotiated in the context of the existing parent/subsidiary relationship
between Seitel and the Company while Mr. Silverman was an executive of Seitel.
In addition, the employment agreements for Messrs. Harrison, Purdie and Campbell
were negotiated in the context of the acquisition of Energy Research
International from companies owned by Messrs. Harrison, Purdie and
11
<PAGE> 14
Campbell. In negotiating the base pay for the Named Executive Officers,
consideration was given to the compensation plans of executives in other
companies, the salary histories of each executive, and his past performance,
credentials and experience, as well as his perceived future contribution to the
Company.
Annual bonuses are intended to reflect a policy of requiring a minimum
level of Company financial performance before any bonuses are earned by the
Named Executive Officers, with bonuses for achieving higher levels of
performance generally tied to the level achieved. The employment agreements with
Messrs. Silverman, Harrison, Sloan, Purdie and Campbell provide formula bonuses
based on specific financial performance goals, as described above under
Employment Arrangements. Mr. McNairy's bonus is based on the Compensation
Committee's subjective evaluation of his job performance. On the basis of these
criteria, the following bonuses were paid to the Named Executive Officers for
their fiscal 1998 performance: Mr. Silverman -- $348,147; Mr.
Harrison -- $111,890; Mr. McNairy -- $105,000; Mr. Sloan -- $284,126; Mr.
Purdie -- $103,500; and Mr. Campbell -- $103,500.
The Board of Directors is of the view that the periodic grant of stock
options to its employees, including the Named Executive Officers, is calculated
to align the employee's economic interests with those of stockholders and to
provide a direct and continuing focus upon the goal of increasing stockholder
value. The Board of Directors believes that stock options can be used to provide
incentives to persons with experience and ability so that they will remain with
the Company or its subsidiaries, and can be used to attract new employees whose
services are considered valuable to the Company or its subsidiaries, by
encouraging a proprietary interest by such persons in the development and
financial success of the Company. The Company granted new options covering an
aggregate of 142,750 shares of the Common Stock (excluding options deemed to
have been granted because of repricing of previously granted options) to all
officers, directors and employees of the Company during 1998, of which 60,000
were granted to the Named Executive Officers. The exercise prices for these
options was 100% of market price on the date of grant. The Company repriced all
outstanding employee options, including options previously granted to the named
executive officers, in 1998 as described in the Report on Repricing above.
Respectfully submitted,
William L. Lurie, Chairman
Paul G. Somerville
12
<PAGE> 15
PERFORMANCE GRAPH
The following graph sets forth the cumulative total stockholder return for
the Company's Common Stock as compared to the Nasdaq composite index and the
Peer Group index, which was selected by the Company on an industry basis. The
graph assumes an investment of $100 on August 5, 1997, when the Company's stock
was first traded in a public market. Reinvestment of dividends is assumed in all
cases.
COMPARATIVE TOTAL RETURNS
Eagle Geophysical, Inc., Nasdaq Composite, and Peer Group*
(Performance results through December 31, 1998)
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) PEERS EGEO NASDAQ
<S> <C> <C> <C>
11-Aug-97 100 100 100
30-Sep-97 132 114 106
31-Oct-97 133 101 101
30-Nov-97 132 93 101
31-Dec-97 141 75 99
31-Mar-98 145 94 116
30-Jun-98 163 61 119
30-Sep-98 76 40 108
31-Dec-98 72 23 140
</TABLE>
- ---------------
* Peer Group: Dawson Geophysical Company, Venture Seismic Ltd, Veritas DGC Inc.,
Petroleum Geo Services, ASA, and Compangnie Generale de Geophysique, S.A.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Prior to the Company's initial public offering in August 1997, the Company
was a wholly-owned subsidiary of Seitel, Inc. As a result of the initial public
offering and related transactions, Seitel now owns approximately 17.3% of the
outstanding stock of the Company. Paul Frame, the Chief Executive Officer and
President and a Director of Seitel, was a director of the Company until his
resignation as a director of the Company on March 30, 1999. For the year ended
December 31, 1998, the Company paid Mr. Frame a total of $206,979 under a bonus
agreement with Mr. Frame. This bonus agreement was terminated and all of Mr.
Frame's options to purchase Eagle Common Stock ceased to be exercisable when Mr.
Frame resigned as a director of the Company.
Seitel is a major customer of the Company. For the fiscal year ended
December 31, 1998, the Company's revenues attributable to work performed for
Seitel were $74.8 million. As of March 15, 1999, Seitel had already contracted
for services from the Company to be performed in 1999 totaling approximately
$41.1 million. The Company believes that the services provided to Seitel are at
prices equal to the prices the Company would have charged unrelated third
parties.
13
<PAGE> 16
On July 23, 1997, Jay Silverman purchased 25,000 shares of Common Stock
from the Company at $17.00 per share for a promissory note. Interest will accrue
under such promissory note at a fixed rate of 6.0% per annum. Interest only is
payable thereunder until 90 days after termination of his employment agreement,
and thereafter Mr. Silverman will repay such promissory note in 60 equal monthly
installments of principal and interest. Such promissory note is secured by a
pledge of the 25,000 shares of Common Stock in favor of the Company. The maximum
amount outstanding on such note during 1998 was $425,000, which was also the
outstanding balance as of April 14, 1999.
The Company and Seitel entered into a number of agreements for the purpose
of defining their continuing relationship after the Company's initial public
offering. These agreements were negotiated in the context of a parent-subsidiary
relationship and therefore were not the result of negotiations between
independent parties. The following is a summary of the arrangements between the
Company and Seitel entered into in August 1997, in connection with the Company's
initial public offering.
Master Separation Agreement. The Master Separation Agreement provided for
the Company and Seitel to enter into a Sublease, a Registration Rights
Agreement, a Tax Indemnity Agreement and an Administrative Services Agreement.
Under the Master Separation Agreement, Seitel and its subsidiaries and the
Company and its subsidiaries have agreed to indemnify each other with respect to
liabilities arising in connection with the operations of their respective
businesses prior to and after the date of the Company's initial public offering,
including any liabilities under the Securities Act with respect to the initial
public offering. The Master Separation Agreement also provides for continued
access by the Company to historical financial and operational information
relating to the Company and its subsidiaries maintained by Seitel.
Sublease. The Sublease between the Company and Seitel provided for the
Company to lease approximately 7,600 square feet of office space from Seitel
until August 15, 2000 at an annual rent of $85,000. The Sublease also provided
for the Company to utilize certain shared office equipment, such as phone
systems and central computer systems, for an additional charge. The Company and
Seitel agreed to terminate the Sublease effective September 30, 1998. The
Company paid Seitel an aggregate amount of approximately $63,000 under the
Sublease during the fiscal year ended December 31, 1998.
Registration Rights Agreement. Pursuant to the Registration Rights
Agreement, the Company agreed to register the offer and sale by EHI Holdings,
Inc. ("EHI"), a wholly-owned subsidiary of Seitel, on a delayed and continuous
basis from time to time of the 1,520,000 shares of Common Stock owned by EHI at
the expense of the Company. The Company filed a shelf registration statement
covering EHI's resale of these shares on August 20, 1998, which became effective
September 16, 1998. EHI agreed in the Registration Rights Agreement not to sell
more than 50% of such shares pursuant to such registration statement prior to
August 15, 1999. In addition, the Company granted EHI the right to participate
as a selling stockholder in future underwritten public offerings of the
Company's Common Stock, subject to certain restrictions. The Company and EHI
each agreed to indemnify the other against, or to contribute to any losses
arising out of, certain liabilities in connection with any such registration,
including liabilities under the Securities Act.
Tax Indemnity Agreement. Prior to the Company's initial public offering,
the Company was a member of the Seitel affiliated group and filed its tax
returns on a consolidated basis with such group. As a result of the initial
public offering, the Company is no longer a member of the Seitel affiliated
group. The Company and Seitel have entered into a Tax Indemnity Agreement to
define their respective rights and obligations relating to federal, state and
other taxes for periods before and after the initial public offering. Pursuant
to the Tax Indemnity Agreement, the Company is required to pay Seitel (to the
extent not already paid) its share of federal income taxes prior to the date of
consummation of the initial public offering, and the Company is responsible for
federal income taxes from its operations on and after the date of consummation
of the initial public offering. Any subsequent refunds, additional taxes or
penalties or other adjustments relating to the Company's federal income taxes
for periods prior to the date of consummation of the initial public offering
will be for the benefit of or be borne by Seitel. Similar provisions apply under
the Tax Indemnity Agreement to other taxes, such as state and local income
taxes. The Company has not paid Seitel any amounts under the Tax Indemnity
Agreement.
14
<PAGE> 17
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP as independent
auditors for the Company for the year ending December 31, 1999, which
appointment will be submitted for ratification at the meeting. Arthur Andersen
LLP has served as independent auditors to the Company since the Company's
initial public offering in 1997, and has served as independent auditors to the
Company's former parent corporation, Seitel, Inc., since 1985. The Company has
been advised that representatives of Arthur Andersen LLP will attend the Annual
Meeting of Stockholders. They will have an opportunity to make a statement if
they desire to do so and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
PROPOSALS BY STOCKHOLDERS
Proposals that stockholders wish to include in the Company's proxy
statement and form of proxy for presentation at the next Annual Meeting of
Stockholders to be held in 2000 must be received by the Company at 2603 Augusta,
Suite 1400, Houston, Texas, 77057, Attention Richard W. McNairy, no later than
December 31, 1999.
MISCELLANEOUS
The Board of Directors knows of no other matters that are to be brought
before the meeting. However, if any other matters do come before the meeting,
the persons named on the enclosed form of proxy or their substitutes will vote
in accordance with their judgment in those matters.
The cost of solicitation of proxies, including expenses in connection with
preparing, assembling and mailing this proxy statement, will be borne by the
Company. The solicitation will be made by mail and may also be made by officers
or regular employees of the Company personally or by telephone or telegram. The
Company may reimburse brokers, custodians and nominees for their expenses in
sending proxies and proxy material to beneficial owners.
April 23, 1999
Houston, Texas
15
<PAGE> 18
EAGLE GEOPHYSICAL, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 26, 1999
The undersigned hereby appoints WILLIAM L. LURIE and JAY N. SILVERMAN, and each
of them, with full power of substitution, proxies to vote all stock of Eagle
Geophysical, Inc. owned by the undersigned at the Annual Meeting of
Stockholders May 26, 1999 and any adjournment of the meeting, on the items of
business set forth on the reverse side and on such other business as may
properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IF THE UNDERSIGNED
FAILS TO SPECIFY HOW THE PROXY IS TO BE VOTED, IT WILL BE VOTED FOR THE
ELECTION OF THESE DIRECTORS AND FOR PROPOSAL 2.
(TO BE SIGNED ON REVERSE SIDE)
SEE REVERSE SIDE
FOLD AND DETACH HERE
<PAGE> 19
your votes as
indicated in X
this example
<TABLE>
<S> <C>
To elect five directors to serve until the 1999 Annual Meeting. Nominees: William L. Lurie, Jay N. Silverman, George Purdie,
Douglas B. Thompson, Paul G. Somerville
FOR all nominees WITHHOLD
listed to the right AUTHORITY
(except a marked to vote for all nominees To withhold authority to vote for any nominee(s), print
to the contrary) listed to the right name(s) below.
[ ] [ ]
_________________________________________________________
Proposal to approve the appointment of Arthur Andersen LLP as 3. To transact such other business as may properly come
independent certified public accountants for the Company for before the meeting or any adjournment of the meeting.
the year ending December 31, 1999; and;
Check this box if duplicate Annual Reports to
Stockholders are sent to your address and you
FOR AGAINST ABSTAIN do not need a personal copy sent to you.
[ ] [ ] [ ] Please Detach and Mail in the Envelope
Provided
___
|
|
Signature _____________________________________ Signature____________________________________________________ Date________
Name: (Please sign your name exactly as it appears on the proxy. When signing as attorney, agent, executor, administrator,
trustee, guardian or corporate officer, please give full title as such. Each joint owner should sign the proxy.)
FOLD AND DETACH HERE
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
EAGLE GEOPHYSICAL, INC.
MAY 26, 1999
</TABLE>
