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 Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Coastal Caribbean Oils & Minerals, Ltd.
................................................................................
(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)(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:
................................................................................
<PAGE>
Annual General Meeting of Shareholders
May 20, 1999
Dear Shareholder:
It's a pleasure for us to extend to you a cordial invitation to attend
the 1999 Annual General Meeting of Shareholders of Coastal Caribbean Oils &
Minerals, Ltd. at the offices of Conyers, Dill & Pearman, Clarendon House,
Church Street, Hamilton, Bermuda on Thursday, May 20, 1999 at 9:00 A.M.
While we are aware that most of our shareholders are unable personally
to attend the Annual Meeting, proxies are solicited so that each shareholder has
an opportunity to vote on all matters that are scheduled to come before the
meeting. Whether or not you plan to attend, please take a few minutes now to
vote, sign, date and return your proxy in the enclosed postage-paid envelope.
Regardless of the number of shares you own, your vote is important.
In addition to helping us conduct business at the annual meeting, there
is another reason for you to return your proxy vote card. Under the abandoned
property law of some states, a shareholder may be considered "missing" if that
stockholder has failed to communicate with us in writing. The return of your
proxy vote card qualifies as written communication with us.
The Notice of Annual General Meeting and Proxy Statement accompanying
this letter describe the business to be acted on at the meeting.
As in the past, members of management will review with you the
Company's results and will be available to respond to questions during the
meeting. For those of you who will not be able to attend, your Annual Report
contains current information on the status of the Florida litigation and related
matters.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Benjamin W. Heath
April 16, 1999 President
<PAGE>
COASTAL CARIBBEAN OILS & MINERALS, LTD.
Clarendon House, Church Street
Hamilton, Bermuda
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
May 20, 1999
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders
of COASTAL CARIBBEAN OILS & MINERALS, LTD. (the "Company") will be held on
Thursday, May 20, 1999, at 9:00 A.M., local time, at the offices of Conyers,
Dill & Pearman, Clarendon House, Church Street, Hamilton, Bermuda, for the
following purposes:
To receive the report of the independent auditors and the financial
statements for the year ended December 31, 1998 and to vote on the following:
1. To elect two members of the Board of Directors;
2. To ratify the appointment of independent auditors of the
Company for the year ending December 31, 1999 and to authorize
the Board of Directors to fix the remuneration of such
auditors;
3. To transact such other business as may properly come before
the meeting or any adjournment or postponement thereof.
This notice and proxy statement and the enclosed form of proxy are
being sent to shareholders of record as of April 16, 1999 to enable such holders
to state their instructions with respect to the voting of their shares. Proxies
should be returned to the American Stock Transfer & Trust Company, 40 Wall
Street, 46th Floor, New York, NY 10005 in the reply envelope enclosed.
By Order of the Board of Directors,
Graham B. Collis
Secretary
Dated: April 16, 1999
- --------------------------------------------------------------------------------
RETURN OF PROXIES
SHAREHOLDERS WHO ARE UNABLE TO ATTEND THE ANNUAL GENERAL MEETING ARE
URGED TO VOTE BY PROMPTLY SIGNING, DATING, AND RETURNING THE ACCOMPANYING PROXY
IN THE REPLY ENVELOPE PROVIDED.
- --------------------------------------------------------------------------------
<PAGE>
COASTAL CARIBBEAN OILS & MINERALS, LTD.
Clarendon House, Church Street
Hamilton, Bermuda
---------------
PROXY STATEMENT
---------------
GENERAL INFORMATION
This proxy statement is furnished to the shareholders of Coastal
Caribbean Oils & Minerals, Ltd., a Bermuda company (the "Company"), in
connection with the solicitation of proxies on behalf of the Board of Directors
for use at the 1999 Annual General Meeting of Shareholders to be held at the
offices of Conyers, Dill & Pearman, Clarendon House, Church Street, Hamilton,
Bermuda, on Thursday, May 20, 1999 at 9:00 A.M., local time, and at any
adjournments or postponements thereof. The notice of meeting, proxy statement
and proxy are being mailed on or about April 16, 1999. A proxy may be revoked at
any time before it is voted by (1) so notifying the Company in writing; (2)
signing and dating a new and different proxy card; or (3) voting your shares in
person or by your duly appointed agent at the meeting.
The Company expects to solicit proxies primarily by mail. To the extent
necessary to assure sufficient representation of shares at the meeting, proxies
may be solicited by telephone and in person. The Company will request brokers,
banks and other nominees to forward copies of proxy material to beneficial
owners or other persons for whom they hold common stock and to obtain authority
for the execution and delivery of proxies. In addition, the Company has retained
Morrow & Co. Inc., to assist in the distribution and solicitation of proxy
materials for an estimated fee of $6,500 plus out-of-pocket expenses. The only
other expenses anticipated are the ordinary expenses incurred in connection with
the preparation, assembling, mailing and other distribution of the material. All
costs of the solicitation will be borne by the Company.
The record date for the determination of shareholders entitled to
notice of and to vote at the meeting has been fixed by the Board of Directors as
the close of business on April 16, 1999. On that date there were 40,056,358
shares of common stock outstanding, which were held by approximately 9,400
shareholders of record. The holders of twenty-five percent of the total number
of shares entitled to be voted at the meeting, present in person or by proxy,
shall constitute a quorum for the transaction of business. Each outstanding
share is entitled to one vote at the meeting. Abstentions and broker votes will
be counted neither as votes in favor of nor as votes opposed to any proposition
brought before the meeting.
<PAGE>
Bye-Law 1 provides in part that:
A resolution passed by both (i) simple majority of votes cast
by such Members as, being entitled so to do, vote in person
or, in the case of any Member being a corporation, by its duly
authorised representative or, where proxies are allowed, by
proxy and (ii) a simple majority in number of the Members
present in person or in the case of any Member being a
corporation by its duly authorised representative or where
proxies are allowed, by proxy, at a general meeting of which
not less than fourteen (14) clear days' Notice (save where a
longer period is required by these Bye-laws) has been duly
given PROVIDED THAT when shares are held by members of another
company, firm, partnership, association or other body
corporate or unincorporate and such persons act in concert, or
when shares are held by or for a group of Members who act in
concert, such persons shall be deemed to be one Member.
The Company will determine whether shareholders have acted in concert,
depending on the circumstances and the evidence, if any, that shareholders were
in fact so acting and should therefore be treated as one shareholder.
Bye-Law 1 provides in part that:
The term "person acting in concert" includes:
(i) persons who, pursuant to an agreement, arrangement or
understanding (whether formal or informal), actively cooperate
either in the acquisition or holding by any of them of shares
or the beneficial ownership of shares, or rights over shares,
carrying voting rights in the Company, or in the exercise of
voting rights with respect to shares in the Company;
(ii) a company with any of its directors (or their spouses,
minor children, nominees, related trusts or companies in which
any director holds or beneficially owns ten percent (10%) or
more of the shares, or rights over shares, carrying voting
rights);
(iii) a company with the trustees or managers of any of its
pension, provident or employee benefit funds or any of its
employee stock option schemes;
(iv) a person who is a fund manager, with an investment
company, unit trust or other person whose investments such
person manages on a discretionary basis, in respect of the
relevant investment accounts;
<PAGE>
(v) a company with its parent company or any of its
subsidiaries; and
(vi) a company, in which ten percent (10%) or more of the
shares, or rights over shares, carrying voting rights are held
or beneficially owned by a person, with any other company in
which ten percent (10%) or more of the shares, or rights over
shares, carrying voting rights are held or beneficially owned
by the same person.
The Company may require brokers, banks and other nominees holding
shares for beneficial owners to furnish information with respect to such
beneficial owners for the purpose of applying this provision. The proxy
delivered with this proxy statement includes a representation that the person
signing the proxy is not acting in concert as described above.
SHAREHOLDERS MAY OBTAIN WITHOUT CHARGE A COPY OF THE COMPANY'S MOST
RECENT ANNUAL REPORT ON FORM 10-K FILED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION UPON WRITTEN REQUEST TO COASTAL CARIBBEAN OILS & MINERALS,
LTD., C/O G&O'D INC, 149 DURHAM ROAD, OAK PARK - UNIT 31, MADISON, CONNECTICUT
06443.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Nominees
Two directors are to be elected for three year terms expiring at the
2002 Annual Meeting of Shareholders, pursuant to the Bye-laws of the Company
which established three classes of directors to be elected on a rotating basis
at each successive Annual Meeting of Shareholders, and in each case until their
respective successors shall have been elected and duly qualified.
The nominees are currently directors of the Company. The named Proxies
will vote all properly executed proxies for the election of the persons
hereinafter named in the following table unless directed otherwise.
<PAGE>
The following table sets forth information concerning the nominees for
election and those directors whose terms of office are to continue after the
meeting:
<TABLE>
<CAPTION>
MANAGEMENT RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES.
Other Offices Held
Director With Company Age and Business Experience
Name Since For the Past Five Years
Nominees For Three Year Terms Expiring at the 2002 Annual Meeting
<S> <C> <C> <C>
Benjamin W. Heath 1962 President Mr. Heath is Chairman and a director of Coastal Petroleum
Company ("Coastal Petroleum"), the Company's subsidiary, a
director of Magellan Petroleum Corporation ("MPC"), and a
director of Canada Southern Petroleum Ltd. ("Canada
Southern"). Age eighty-four.
Phillip W. Ware 1985 Vice President Mr. Ware, a geologist, has been President of Coastal
Petroleum since April 1985. He is also a director of Coastal
Petroleum. Age forty-nine.
Directors Continuing in Office With Terms to Expire at the 2000 Annual Meeting
Graham B. Collis 1998 Secretary Mr. Collis is a member of the law firm of Conyers, Dill &
Audit Committee Pearman, Hamilton, Bermuda, the Company's Bermuda counsel.
Mr. Graham Collis was elected on February 6, 1998 to fill a
vacancy created by the death of Charles T. Collis on January
26, 1998. Age thirty-nine.
John D. Monroe 1981 Audit Committee Mr. Monroe is a real estate broker and was formerly President
of a real estate brokerage and development firm in Naples,
Florida. Mr. Monroe is also a director of Coastal
Petroleum. Age seventy-two.
Director Continuing in Office With Term to Expire at the 2001 Annual Meeting
Nicholas B. Dill 1997 None Mr. Nicholas B. Dill is a member of the law firm of Conyers,
Dill & Pearman, Hamilton, Bermuda, the Company's Bermuda
counsel. Mr. Dill is a director of Worldwide Securities
Ltd., First Olsen Tankers Ltd., Bermuda Electric Light Co.
Ltd., Watlington Waterworks Ltd. and SAL Ltd. Age sixty-six.
</TABLE>
<PAGE>
The Company is not aware of any arrangements or understandings between
any of the individuals named above and any other person pursuant to which any of
the individuals named above was selected as a director and/or executive officer.
The Company is not aware of any family relationship among the officers and
directors of the Company or its subsidiary.
Board of Directors; Committees; Attendance
The only standing committee of the Board is the Audit Committee.
The principal functions of the Audit Committee are: (1) to recommend
the particular persons or firm to be employed by the Company as its independent
auditors; (2) to consult with the persons or firm so chosen to be the
independent auditors with regard to the plan of audit; (3) to review, in
consultation with the independent auditors, their report of audit, or proposed
report of audit, and the accompanying management letter, if any; and (4) to
consult with the independent auditors (periodically, as appropriate, out of the
presence of management) with regard to the adequacy of internal controls. During
1998, the Audit Committee, which was comprised of Mr. Graham B. Collis and Mr.
John D. Monroe, met twice.
The Company does not presently have standing nominating or compensation
committees of the Board of Directors. The functions that would be performed by
such committees are performed by the Board of Directors. A stock option
committee is appointed periodically.
There were six meetings of the Board of Directors of the Company held
during 1998.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who beneficially own more
than 10% of the Company's Common Stock to file initial reports of beneficial
ownership and reports of changes in beneficial ownership with the Securities and
Exchange Commission (the "SEC"). Such persons are required by the SEC
regulations to furnish the Company with copies of all Section 16(a) forms filed
by such persons. Based solely on its copies of forms received by it, or written
representations from certain reporting persons that no Form 5's were required
for those persons, the Company believes that during the just completed fiscal
year, its executive officers, directors, and greater than 10% beneficial owners
compiled with all applicable filing requirements.
<PAGE>
ADDITIONAL INFORMATION CONCERNING DIRECTORS AND OFFICERS
Executive Compensation
The following table sets forth certain summary information concerning
the compensation of Mr. Benjamin W. Heath, President and Chief Executive Officer
of the Company. No executive officers of the Company earned in excess of
$100,000 during the year 1998.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Summary Compensation Table
- ----------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term
Compensation
Name and Award All Other
Principal Position Year Salary ($) Options/SARs(#) Compensation ($)(1)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Benjamin W. Heath, President 1998 40,000 45,000 12,000
and Chief Executive Officer 1997 40,000 - 12,000
1996 40,000 - 12,000
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Reimbursement for office expense $6,000 in 1998, 1997 and 1996. Payment to
SEP-IRA pension plan $6,000 in 1998, 1997 and 1996.
Compensation of Directors
Messrs. Nicholas B. Dill and John D. Monroe each received a director's
fee of $17,500 for the year 1998. Mr. Graham B. Collis received a director's fee
of $16,250 for the year 1998. For the year 1999, Messrs. Collis, Dill and Monroe
will each receive directors' fees of $22,500.
Compensation Committee Interlocks and Insider Participation
The entire board of directors constitutes the compensation committee.
Benjamin W. Heath and Phillip W. Ware are directors and the Presidents,
respectively, of Coastal Caribbean and Coastal Petroleum. Mr. Heath also serves
as a director of MPC and Canada Southern.
<PAGE>
Compensation Committee Report on Executive Compensation
The Compensation Committee, consisting of the entire board of
directors, submits the following report for 1998:
The Board of Directors does not maintain specific compensation policies
applicable to the Company's executive officers, and the Board has established no
specific relationship between corporate performance and executive compensation.
Compensation has been determined based on the skills, experience and leadership
executive officers have brought to the performance of their duties, and on their
ability to protect, defend and pursue the Company's ability to realize value on
the Company's exploration leases.
Graham B. Collis
Nicholas B. Dill
Benjamin W. Heath
John D. Monroe
Phillip W. Ware
Tax Deductibility of Compensation
Because it is not likely that compensation to any executive will exceed
$1 million, and because the Company is a Bermuda corporation not subject to the
tax laws of the United States, the Company does not expect that it will be
required to comply with the Omnibus Reconciliation Act of 1993 regarding
executive compensation.
Stock Options
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Options/SAR Grants in Fiscal Year 1998
- -----------------------------------------------------------------------------------------------------------------------
Potential Realized Value at
Assumed
Annual Rates of Stock
Price Appreciation for Option
Individual Grants Term
- -----------------------------------------------------------------------------------------------------------------------
% of Total
Options/SARs
Options/ Granted to Exercise
SARs Granted Employees in or Base Expiration
Name (#) Fiscal Year Price ($/Sh) Date 5% ($) 10% ($)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Benjamin W. Heath 45,000 20 2.625 May 19, 2003 30,000 65,000
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
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Aggregated Option/SAR Exercises in 1998 and December 31, 1998
Option/SAR Values
- -----------------------------------------------------------------------------------------------------------------------
Shares Number of Unexercised Value of Unexercised
Acquired Value Options/SARs (#) In-The-Money
On Exercise Realized ($) at December 31, 1998 Options/SARs ($)
(#) at December 31, 1998
- -----------------------------------------------------------------------------------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Benjamin W. Heath -0- -0- 72,000 - 23,000 -
Benjamin W. Heath -0- -0- 45,000 - -0- -
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PERFORMANCE GRAPH
The graph below compares the cumulative total returns, including
reinvestment of dividends, if applicable, of Company Stock with the companies in
the NASDAQ Market Index and an Industry Group Index (Media General's Independent
Oil & Gas Industry Group).
The chart displayed below is presented in accordance with SEC
requirements. Shareholders are cautioned against drawing any conclusions from
the data contained therein, as past results are not necessarily indicative of
future performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
1993 1994 1995 1996 1997 1998
Coastal Caribbean 100 199.98 323.04 861.43 538.40 353.80
Independent Oil & Gas 100 107.66 117.79 151.80 141.32 91.54
NASDAQ Market Index 100 104.99 136.18 169.23 207.00 291.96
<PAGE>
Certain Business Relationships
G&O'D INC
During the year 1998, $160,764 was paid or accrued for accounting and
administrative services, office facilities and support staff provided to the
Company by G&O'D INC, a firm that is owned by Mr. James R. Joyce, Treasurer and
Assistant Secretary. The services rendered by G&O'D INC to the Company include
the following: preparation and filing of all reports required by Federal and
State governments, preparations of reports and registration statements required
under the Federal securities laws; preparation and filing of interim, special
and annual reports to shareholders; maintaining corporate ledgers and records;
furnishing office facilities and record retention. G&O'D is also responsible for
the investment of the Company's available funds and other banking relations and
securing adequate insurance to protect the Company. G&O'D is responsible for the
preparation and maintenance of all the minutes of any directors' and
shareholders' meetings, arranging all meetings of directors and shareholders,
coordinating the activities and services of all companies and firms rendering
services to the Company, responding to stockholder inquiries, and such other
services as may be requested by the Company. G&O'D maintains and provides
current information about the Company's activities so that the directors of the
Company may keep themselves informed as to the Company's activities. G&O'D's
fees are based on the time spent in performing these services to the Company.
Royalty Interests
The State of Florida oil, gas and mineral leases held by Coastal
Petroleum on approximately 3,700,000 acres of submerged lands along the Gulf
Coast and certain inland lakes and rivers are subject to certain overriding
royalties aggregating 1/16th as to oil, gas and sulphur, and 13/600ths as to
minerals other than oil, gas and sulphur. Of the overriding royalties as to oil,
gas and sulphur, a 1/90th overriding royalty, and of the overriding royalties on
minerals other than oil, gas and sulphur, a 1/60th overriding royalty, is held
by Johnson & Company, a Connecticut partnership which is used as a nominee by
the members of the family of the late William F. Buckley. A trust, in which Mr.
Heath has a 54.4% beneficial interest, has a beneficial interest in such royalty
interest held by Johnson & Company. No payments have been made to Johnson &
Company (or to the beneficial owners of such royalty interests) in more than
thirty years.
<PAGE>
In 1990, Coastal Petroleum granted to officers 3.4% of any net recovery
from execution on or satisfaction of judgment or from settlement of the lawsuit
against the State of Florida as follows:
Relationship to
Percent of Coastal Petroleum
Name Net Recovery at Date of Grant
---- ------------ ----------------------------
Benjamin W. Heath 1.25 Chairman of Board
Phillip W. Ware 1.25 President
Arthur B. O'Donnell 0.30 Vice President and Treasurer
James R. Joyce 0.30 Assistant Treasurer
James J. Gaughran 0.30 Secretary
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as to the number of shares
of the Company's Stock owned beneficially at April 1, 1999 by each person who is
known to be the beneficial owner of more than 5% of the outstanding shares of
common stock of the Company.
Amount and Nature of
Beneficial Ownership
------------------------------
Name and Address of Shares Held Shares Subject
Beneficial Owner Directly to Option Percent of Class
- ------------------------- ----------- -------------- ----------------
Leon S. Gross 4,215,270 - 10.39
3900 Ford Road
Philadelphia, PA 19131
Lykes Minerals Corp. - 7,800,000* 16.3**
111 East Madison Street
P.O. Box 1690
Tampa, FL 33601
- ------------------------
* Lykes Minerals Corp. has purchased a total of 78 shares of Coastal
Petroleum which are convertible into 7,800,000 shares of the Company.
** Assumes all outstanding options are exercised to acquire shares of the
Company.
<PAGE>
The following table sets forth information as to the number of shares
of the Company's common stock owned beneficially at April 1, 1999 by each
director of the Company and by all directors and executive officers as a group:
Amount and Nature of
Beneficial Ownership
Name of -------------------------------
Individual Shares Held Percent of
or Group Directly or Indirectly Options Class
- ----------------------------------- ---------------------- ------- ----------
Graham B. Collis -(1) 12,000 *
Nicholas B. Dill -(2) 24,000 *
Benjamin W. Heath 20,000 117,000 *
John D. Monroe 400 96,000 *
Phillip W. Ware 3,791 192,000 *
Directors and executive officers
as a group (a total of 6 persons) 34,336 527,000 1.8%
- ------------------------
* Less than 1%.
(1) Director of corporation which owns 17,758 shares.
(2) Beneficiary of an estate which owns 3,355 shares.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP as the Company's
independent auditors for the year ending December 31, 1999. Representatives of
Ernst & Young LLP are not expected to be present at the meeting. The proxy
permits voting for or against, or abstaining from voting for, the ratification
of the appointment of auditors. Unless otherwise indicated, the shares will be
voted in favor of ratifying the appointment of Ernst & Young LLP and to
authorize the Board of Directors to fix the remuneration of such auditors.
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSAL NO. 2.
OTHER MATTERS
The Board of Directors knows of no other matters that will be presented
for consideration at the meeting, other than those matters referred to in this
Proxy Statement.
<PAGE>
SHAREHOLDER PROPOSALS
Shareholders who intend to have a proposal included in the notice of
meeting and related proxy statement relating to the Company's 2000 Annual
General Meeting of Shareholders must submit the proposal by December 16, 1999.
Notice of Business to be Brought Before a Shareholders' Meeting
Bye-Law 61 provides in part as follows:
(2) The annual general meeting of the Company shall
consider the election of Directors, the receipt and
consideration of the profit and loss account, the balance
sheet, the notes thereto and the reports of the Directors and
Auditors thereon, the appointment of the Auditors and such
other business as the Board considers may properly be brought
before the meeting and shall be held on such date as the Board
shall each year fix. The day, place and hour of each annual
general meeting shall be specified in the notice of the annual
general meeting. The meeting may be postponed or adjourned
from time to time and place to place at the discretion of the
Chairman until its business is completed.
To be properly brought before any general meeting by
Members, business must be (a) specified in the notice of the
meeting (or any supplement thereto) given by or at the
direction of the Board, (b) otherwise properly brought before
the meeting by or at the direction of the Board, or (c)
specified in a notice or requisition given by Members in
accordance with the Act and delivered to or mailed and
received at the registered office of the Company not less than
ninety (90) days before the anniversary date of the previous
annual general meeting of the Company or ninety (90) days
before any other general meeting of the Company is held
specifying:
(a) a description of the business to be brought
before the annual general meeting and the reasons for
conducting such business at the annual general meeting;
(b) the name and address of the Member intending to
propose such business;
(c) the class and number of shares of the Company
which are beneficially owned by the Member;
(d) a representation that the Member is the
registered holder of sufficient shares required by the Act
entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to present such business;
and
(e) any material interest of the Member in such
business.
<PAGE>
Nominations of Persons for Election to the Board of Directors
Bye-Law 62 provides in part as follows:
(2) Only persons who are nominated in accordance with
the procedures set forth in these Bye-laws shall be eligible
for election as Directors. Nominations of persons for election
to the Board of Directors of the Company shall only be made at
an annual general meeting of the Company (a) by or at the
direction of the Board of Directors or (b) by any Member of
the Company entitled to vote for the election of Directors at
the meeting who complies with the notice procedures set forth
in this Section. Nominations by Members shall be made pursuant
to timely notice in writing to the Secretary of the Company.
To be timely, a Member's notice shall be delivered to or
mailed and received at the principal executive offices of the
Company not less than sixty (60) days nor more than ninety
(90) days prior to the meeting; provided, however, that in the
event that less than seventy (70) days' notice or prior public
disclosure of the date of the meeting is given or made to
Members, notice by the Member to be timely must be so received
not later than the close of business on the 10th day following
the day on which such notice of the date of the meeting was
mailed or such public disclosure was made. For purposes of
this Section, public disclosure shall be deemed to have been
made to Members when disclosure of the date of the meeting is
first made in a press release reported by the Dow Jones news
Services, Associated Press, Reuters Information Services, Inc.
or comparable national news service or in a document publicly
filed by the Company with Securities and Exchange Commission
pursuant to Sections 13, 14 or 15(d) of the Securities
Exchange Act of 1934, as amended.
Each such notice shall set forth:
(a) the name and address of the Member who intends to make
the nomination and of the person or persons to be nominated;
(b) a representation that the Member is a holder of record
of stock of the Company entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice;
(c) a description of all arrangements or understandings
between the Member and each nominee and any other person or
persons (naming such person or persons) pursuant to which
nomination or nominations are to be made by the Member; and
<PAGE>
(d) such other information regarding each nominee proposed
by such Member as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities
and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors.
To be effective, each notice of intent to make a
nomination given hereunder shall be accompanied by the written
consent of each nominee to being named in a proxy statement
and to serve as a Director of the Company if elected.
No person shall be eligible for election as a Director of
the Company unless nominated in accordance with the procedures
set forth in these Bye-laws. The presiding officer of the
meeting shall, if the facts warrant, determine and declare to
the meeting that nomination was not made in accordance with
the procedures prescribed by these Bye-laws, and if he should
so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.
Notice by a shareholder under this provision of the Company's Bye-laws
must have been received by March 21, 1999. No shareholder has submitted a
proposal for the 1999 Annual General Meeting of Shareholders which complied with
the above requirements.
Shareholder proposals relating to the Company's Annual General Meeting
of Shareholders must be submitted to the Company at its office, c/o Conyers,
Dill & Pearman, Clarendon House, Hamilton, Bermuda. The fact that a shareholder
proposal is received in a timely manner does not insure its inclusion in the
Company's proxy materials since there are other requirements in the Company's
Bye-laws and the proxy rules relating to such inclusion.
The contents and the sending of this Proxy Statement have been approved
by the directors of the Company.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO
SIGN, DATE, AND RETURN THE ENCLOSED PROXY IN THE REPLY ENVELOPE PROVIDED.
By Order of the Board of Directors,
Graham B. Collis
Secretary
Dated: April 16, 1999
