<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 /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 Section 240.14a-11(c) or
Section 240.14a-12
ADAMS RESOURCES & ENERGY, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
ADAMS RESOURCES & ENERGY, INC.
6910 FANNIN
HOUSTON, TEXAS 77030
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 1996
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of
Adams Resources & Energy, Inc. will be held in Room 320N of the APC Building,
6910 Fannin, Houston, Texas, on Wednesday, April 24, 1996 at 11:00 a.m.,
Houston time, for the following purposes:
1. To elect a Board of nine Directors;
2. To transact such other business as may properly come
before the meeting or any adjournments thereof.
The close of business on March 18, 1996 has been fixed as the record
date for the determination of stockholders entitled to receive notice of and to
vote at the Annual Meeting or any adjournment(s) thereof.
By Order of the Board of Directors
/s/ DAVID B. HURST
David B. Hurst
Secretary
Houston, Texas
March 18, 1996
- --------------------------------------------------------------------------------
IMPORTANT
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. EVEN IF YOU
PLAN TO BE PRESENT, YOU ARE URGED TO SIGN, DATE AND MAIL THE ENCLOSED
PROXY PROMPTLY. THE ENCLOSED RETURN ENVELOPE MAY BE USED FOR THAT
PURPOSE. IF YOU ATTEND THE MEETING, YOU CAN VOTE EITHER IN PERSON OR
BY PROXY.
- --------------------------------------------------------------------------------
<PAGE> 3
ADAMS RESOURCES & ENERGY, INC.
6910 FANNIN
HOUSTON, TEXAS 77030
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 24, 1996
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Adams Resources & Energy, Inc. (the "Company") of
proxies to be used at the Annual Meeting of Stockholders to be held in Room
320N of the APC Building, 6910 Fannin, Houston, Texas, on Wednesday, April 24,
1996, at 11:00 a.m., Houston time, and any and all adjournments thereof, for
the purposes set forth in the foregoing notice of meeting. This Proxy
Statement, together with the enclosed proxy, is being mailed to stockholders on
or about March 20, 1996.
The cost of solicitation of the proxies will be paid by the Company.
In addition to solicitation by mail, proxies may be solicited personally or by
telephone or telegram by directors, officers and employees of the Company, and
arrangements may be made with brokerage houses or other custodians, nominees
and fiduciaries to send proxies and proxy material to their principals.
Compensation and expenses of any such firms, which are not expected to exceed
$3,000, will be borne by the Company.
The enclosed proxy, even though executed and returned, may
nevertheless be revoked at any time before it is voted by the subsequent
execution and submission of a revised proxy, by written notice of revocation to
the Secretary of the Company or by voting in person at the meeting.
1
<PAGE> 4
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
At the close of business on March 18, 1996, the record date of those
entitled to receive notice of and to vote at the meeting, the Company had
outstanding 4,198,098 shares of Common Stock, $.10 par value ("Common Stock").
Holders of such stock will be entitled to one vote for each share of Common
Stock held by them.
The following table sets forth information regarding the number of
shares of Common Stock of the Company held of record on March 13, 1996, by
beneficial owners of more than five percent of the Common Stock, and by all
officers and directors as a group. Unless otherwise indicated, each person
named below has sole voting and investment power over all shares of Common
Stock indicated as beneficially owned.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------- ----------- --------
<S> <C> <C>
K. S. Adams, Jr. 2,078,687(1) 49.5%
6910 Fannin
Houston, TX 77030
Officers and Directors 2,203,789(2) 52.5%
as a group (12 persons)
</TABLE>
- --------------------------------
(1) Includes 1,644,275 shares owned by KSA Industries, Inc. ("KSAI"),
314,580 shares owned by Mr. Adams directly, 7,973 shares owned by Mrs.
Adams, 110,859 shares held in trusts for Mr. Adams' grandchildren, of
which Mr. Adams serves as the trustee, and 1,000 shares issuable upon
the exercise of stock options. Mr. Adams beneficially owns
substantially all of the voting stock of KSAI and thus may be deemed to
beneficially own the shares of Common Stock held by KSAI.
(2) Includes 6,000 shares issuable upon exercise of stock options
exercisable within sixty days.
2
<PAGE> 5
ELECTION OF DIRECTORS
Nine directors (constituting the entire Board of Directors) are to be
elected at the Annual Meeting of Stockholders, each to hold office until the
next Annual Meeting of Stockholders or until his successor is elected and
qualified. All of the nominees for director named below, with the exception of
Mr. Lewis, are now serving as director of the Company. It is the intention of
the persons named in the enclosed form of proxy to vote such proxy for the
election of the nominees listed below unless authorization to do so is
withheld. The affirmative vote of the holders of a majority of the Common
Stock represented in person or by proxy at the meeting is required for the
election of directors. Stockholders may not cumulate their vote in the
election of directors. Although the management of the Company does not
contemplate that any of the nominees will be unable to serve, if such a
situation should occur prior to the meeting, the persons named in the
accompanying proxy will vote for another nominee or nominees in accordance with
their best unanimous judgment on such matters.
The following table sets forth the names, ages, and principal
occupations of the nominees for director, other directorships of public
companies held by them, length of continuous service as a director and number
of shares of Common Stock beneficially owned by each of them as of March 13,
1996.
<TABLE>
<CAPTION>
Shares of Common
Stock Beneficially
Principal Occupation Director Owned as of
Nominee and Age and Directorships Since March 13, 1996(1)
------------------------ ---------------------------------- --------- ---------------
<S> <C> <C> <C>
K. S. Adams, Jr. (73) Chairman of the Board, President and 1973 2,078,687(2)
Chief Executive Officer of the Company
E. C. Reinauer, Jr. (60) Agri-Business Consultant 1973 4,428
Edward Wieck (72) Cattle & Land 1976 17,000
Sidney A. Adger (79) Retired, Petroleum Consultant 1977 50
E. Jack Webster, Jr. (75) Investments; Director of United 1985 14,900
Missouri Bancshares, Inc.
Thomas S. Smith (45) Executive Vice President of 1986 60,651
KSA Industries, Inc.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
Shares of Common
Stock Beneficially
Principal Occupation Director Owned as of
Nominee and Age and Directorships Since March 13, 1996(1)
------------------------ ---------------------------------- --------- ---------------
<S> <C> <C> <C>
Richard B. Abshire (43) Vice President - Finance of the 1986 11,500(3)
Company
Frank T. Webster (47) Principal, Webster & Co. 1993 500
Corporate & Energy Financial
Advisory
Claude H. Lewis (52) Vice President - Land Transportation 1996 9,497(3)
and President of Service Transport
Company
- ------------------
</TABLE>
(1) Unless otherwise indicated below, the persons listed have sole voting
and investment power with respect to the shares of the Common Stock of
the Company reported.
(2) Includes 1,644,275 shares owned by KSA Industries, Inc. ("KSAI"),
314,580 shares owned by Mr. Adams directly, 7,973 shares owned by Mrs.
Adams, 110,859 shares held in trusts for Mr. Adams' grandchildren, of
which Mr. Adams serves as the trustee, and 1,000 shares issuable upon
the exercise of stock options. Mr. Adams may be deemed to be a control
person of the Company.
(3) Includes 1,000 shares issuable upon the exercise of stock options.
All of the directors have been engaged in the principal occupations
indicated above for the last five years except Mr. Frank T. Webster, who has
been in his current position since February 1993. For the twenty years prior
to that, he was employed by First City - Houston in various positions, most
recently as the senior corporate banking officer and an Executive Vice
President in the commercial and energy banking divisions, and as a member of
the bank's board. Mr. Smith is the son-in-law of Mr. Adams. There are no
other family relationships among the executive officers or directors of the
Company.
The Board of Directors held four meetings in 1995; each of the directors
attended at least 75% of the meetings. Only those directors who are not
employees of the Company or any of its subsidiaries or affiliates are entitled
to receive a fee for their services as directors, or to be reimbursed for
out-of-pocket expenses for attending meetings of the Board. Such directors
each received a retainer for their services of $1,000 per quarter during 1995.
4
<PAGE> 7
The Board of Directors has a standing Audit Committee which met twice
during the last fiscal year. The Audit Committee has the responsibility to
assist the Board of Directors in fulfilling its fiduciary responsibilities as
to accounting policies and reporting practices of the Company and its
subsidiaries and the sufficiency of the audits of all Company activities. This
committee is the Board's agent in ensuring the integrity of financial reports
of the Company and its subsidiaries, and the adequacy of disclosures to
shareholders. The Audit Committee is the focal point for communication between
other directors, the independent auditors, internal auditors and management as
their duties relate to financial accounting, reporting, and controls. The
Board of Directors also maintains a Finance Committee, which is responsible for
reviewing the financial transactions of the Company involving any related
parties. The Audit and Finance Committees are comprised of the five outside
directors, currently Messrs. Adger, Reinauer, Webster, Webster and Wieck.
EXECUTIVE OFFICERS
The following table provides information regarding the executive
officers of the Company and its significant subsidiaries. The officers of the
Company serve at the discretion of the Board of Directors of the Company, and
officers of subsidiaries serve at the discretion of the Boards of Directors of
the respective subsidiaries.
<TABLE>
<CAPTION>
Name Position(1)
-------------------------------------- ------------------------------------------------------------
<S> <C>
K. S. Adams, Jr. President and Chief Executive Officer
William R. Sharp Vice President - Oil and Gas, and President of
Adams Resources Exploration Corporation
Claude H. Lewis Vice President - Land Transportation, and
President of Service Transport Company
Richard B. Abshire Vice President - Finance, and Treasurer
Juanita G. Simmons President of Ada Crude Oil Company
Brent K. Lupton President of Gulfmark Energy, Inc.
Lee A. Beauchamp President of Ada Resources, Inc.
</TABLE>
- ---------------------------
(1) Each additional corporation listed is a subsidiary of the Company.
5
<PAGE> 8
K. S. "BUD" ADAMS, JR. - was born in 1923 in Bartlesville, Oklahoma and
graduated from Culver Military Academy, Culver, Indiana in 1940. He
attended Menlo College and the University of Kansas engineering school
until called to active Naval duty in 1944 serving as an aviation
engineering officer on a PAC-Fleet carrier aircraft service unit. In
1947, Mr. Adams founded the Company's predecessor, Ada Oil Company,
with its primary interest involving oil and gas exploration and
production. Mr. Adams' personal holdings in oil and gas properties and
real estate became the basis of the Company when it made its initial
public offering in 1974. In addition to his involvement with Adams
Resources & Energy, Inc., Mr. Adams' other business interests include
farming, ranching and automobile dealerships, and he owns the National
Football League franchise - Houston Oilers.
WILLIAM R. SHARP was born in Beaver City, Oklahoma in 1925 and attended high
school in Liberal, Kansas, graduating in 1943. He entered the Army in
1943 and served until his discharge in 1946 as a First Lieutenant -
Infantry. Following the Army, Mr. Sharp worked in his family's
farming and ranching business until he received his B.S. Degree (Tau
Beta Pi) in Geological Engineering from the University of Oklahoma in
1961. Following graduation through 1974 when he joined the Company,
Mr. Sharp served in various capacities with Anadarko Production
Company, including Exploration Engineer, Area Geologist and Chief
Evaluation Engineer. In his capacity with the Company, Mr. Sharp
oversees all oil and gas exploration and production operations.
CLAUDE H. LEWIS was born in Roaring Springs, Texas in 1943 and graduated from
high school there in 1961. From 1961 through 1965, Mr. Lewis worked
in the oil field as a welder, pumper and driver. In 1965, he joined
the Prescon Corporation and became Manager of the Company's
Greenville, South Carolina plant manufacturing post tension concrete
products. In 1972, Mr. Lewis became a principal with Brazelton
Brothers, Inc., trucking and in 1974 he joined the Company as
Personnel and Safety Director of Service Transport Company. He is
currently this subsidiary's President, overseeing the Company's common
carrier tank truck operation.
RICHARD B. ABSHIRE was born in Los Angeles, California in 1952 and graduated
from high school in Westport, Connecticut in 1970. He received his
B.B.A. degree (cum laude) in Finance from the University of Texas in
1974 and received an MBA degree from the University of Texas in 1976.
Following graduation until joining the Company in 1985, Mr. Abshire
was employed by Arthur Andersen & Co., most recently as an audit
manager. Mr. Abshire is a Certified Public Accountant in the State of
Texas and in his capacity with the Company he oversees all accounting,
financing and administrative functions, as well as matters related to
the Company's former coal mining ventures.
6
<PAGE> 9
JUANITA G. SIMMONS was born in Port Arthur, Texas in 1954 and graduated from
high school in Lake Charles, Louisiana in 1972. Following high
school, Ms. Simmons was employed as an operations supervisor with the
Army and Air Force Exchange Service in Anchorage, Alaska. In 1985,
Ms. Simmons received a B. S. degree in Geology and a B.S. degree in
Energy Resources Management from Lamar University in Beaumont, Texas.
Upon graduation she joined the accounting department of Ada Crude Oil
Company and in 1986 she transferred to crude oil marketing. She now
serves as the President of this subsidiary, in which capacity she
oversees all trucking aspects of the Company's crude oil marketing
division.
LEE A. BEAUCHAMP was born in Baytown, Texas in 1952 and graduated from high
school there in 1971. He received his B.B.A. degree in Marketing from
Texas A&M University in 1975. Following his December graduation, Mr.
Beauchamp joined the Company in January, 1976. He has spent his
entire career in different management positions of Ada Resources, Inc.
He now serves as President of this subsidiary, which is responsible
for the distribution of lube oils and motor fuels into the retail and
industrial markets.
BRENT K. LUPTON was born in Wichita, Kansas in 1959 and graduated from high
school in Great Bend, Kansas in 1977. Mr. Lupton graduated from the
University of Kansas in 1981. Following graduation, Mr. Lupton began
his career in the oil industry employed in various capacities with
Koch Industries, Inc., including barge transportation, crude oil
trading and refinery supply. He joined GulfMark Energy, Inc. in 1995
as President and performs the Company's crude oil trading function,
among other duties.
7
<PAGE> 10
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
of the Company's Chief Executive Officer and each of its other executive
officers whose annual salary and bonus exceeded $100,000 during the three
fiscal years ending December 31, 1995, 1994 and 1993. There were no stock
options granted by the registrant in 1995, 1994, or 1993.
<TABLE>
<CAPTION>
Annual Compensation
Name and ------------------- Other
Principal Position Year Salary Bonus Compensation (1)
------------------------------ ----- --------- -------- -------------
<S> <C> <C> <C> <C>
K. S. Adams, Jr. 1995 $123,475 $ - $1,554
Chief Executive Officer 1994 $120,406 $12,000 $1,340
1993 $120,406 $ 5,000 $1,146
Claude H. Lewis 1995 $124,913 $30,000 $1,554
President of Service 1994 $126,511 $37,000 $1,340
Transport Company 1993 $ 86,037 $45,000 $1,146
W. R. Sharp 1995 $ 95,626 $ - $1,554
President of Adams 1994 $ 96,705 $12,000 $1,340
Resources Exploration
Corporation
Richard B. Abshire 1995 $ 90,211 $ - $1,554
Vice President - Finance 1994 $ 91,022 $12,000 $1,340
Juanita G. Simmons 1995 $ 87,947 $30,000 $1,263
President of Ada Crude
Oil Company
Brent K. Lupton 1995 $ 68,066 $30,000 $ -
President of GulfMark
Energy, Inc.
- ------------------
</TABLE>
(1) Each of the amounts in this column are matching contributions by the
Company in the Company's 401(k) savings plan.
Certain officers are entitled to receive deferred compensation in
monthly payments for a period of 15 years after reaching 65 years of age. Such
amounts currently being paid to Mr. Adams - $1,284, Mr. Sharp - $366, are
included in the annual compensation salary amounts reported above. Mr. Lewis
is entitled to $318 per month under this program upon attaining age 65. Mr.
Lupton's salary encompasses a seven month period only, following his joining
the Company in June of 1995.
8
<PAGE> 11
COMPENSATION PHILOSOPHY
The Board of Directors and management believe it is currently in the
best interest of the Company's shareholders, employees, suppliers and customers
to reinvest available cash flow to build the Company's equity base. As such,
executive compensation has been held to the level required to retain key
employees. Mr. Lewis', Mr. Sharp's, Ms. Simmons' and Mr. Lupton's annual
bonus are subject to the discretion of the Board of Directors and are generally
determined based on a percentage of earnings from their operation. Mr. Adams
and Mr. Abshire declined bonuses for 1995, since overall results did not meet
expectations. As the beneficial owner of 49.5% of the Company's common stock,
Mr. Adams is particularly aware of the need to balance shareholders' return
with executive compensation. As shareholders' return is increased, incentive
compensation levels will follow.
PERFORMANCE GRAPH
Note: The stock price performance shown on the graph below is not
necessarily indicative of future price performance.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
Comparison of Five Year Cumulative Total Return
Among Adams Resources & Energy, Inc., S&P 500 Indes and S&P Integrated Domestic Oil Companies
---------------------------------------------------------------------------------------------
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Adams Resources & Energy, Inc. . . . 100 127.23 186.29 163.57 360.04 261.7
Integrated Domestic Oil Companies . . 100 93.48 95.47 100.59 105.54 120.16
S&P 500 . . . . . . . . . . . . . . . 100 130.47 140.41 154.56 156.6 215.45
</TABLE>
9
<PAGE> 12
TRANSACTIONS WITH RELATED PARTIES
SAKCO, Ltd. ("SAKCO") and KASCO, Ltd. ("KASCO"), family limited
partnerships of which Mr. K. S. Adams, Jr., Chairman and President, is a
limited partner, Sakdril, Inc. ("Sakdril"), a wholly owned subsidiary of KSA
Industries Inc. (KSAI), and certain officers and members of the Board of
Directors of the Company have participated as working interest owners in
certain oil and gas wells and programs drilled or administered by the Company.
SAKCO, KASCO, Sakdril and the officers and directors participated in each of
the wells and programs on the same terms as those afforded the other
non-affiliated working interest owners. Associated with this activity, as of
December 31, 1995, the Company was owed $381,000 and $140,000 from KASCO and
SAKCO, respectively, and the Company owed $293,712 and $172,288 to KASCO and
SAKCO, respectively.
Sakdril and the Company have entered into certain agreements that
provided for Sakdril to finance 100% of the Company's acquisition costs of
certain prospective oil and gas acreage in exchange for a right to purchase a
50% interest in the properties under the same terms and conditions as those
prevailing for the Company. The Company retained a 50% interest in the acreage
and at such time as either a well is drilled or the acreage is abandoned, the
Company will reimburse Sakdril for the Company's retained interest. During
1994 and 1993, Sakdril advanced $40,000 and $518,000, respectively, on the
Company's behalf under such arrangements and during 1995, 1994 and 1993, the
Company repaid $111,000, $440,000 and $131,000, respectively, of such advanced
funds. As of December 31, 1995, the Company's obligation to Sakdril under
these arrangements is $166,000. Sakdril's financing of the Company's acreage
position is on an interest-free basis.
During 1994, the Company formed a joint venture with KASCO wherein the
Company contributed $4,845,000 of oil and gas leasehold acreage to the venture
and KASCO agreed to fund the first $4,845,000 of drilling costs. All other
costs and expenses and all revenues of the venture will be shared equally
between the Company and KASCO. Prior to formation of the venture, the Company
had acquired its leasehold acreage position by obtaining a $5.2 million loan
from its primary bank. The loan is supported by an agreement between the bank
and KSAI, that requires KSAI to purchase the note from the bank should the
Company incur an event of default. The Company pays KSAI a credit enhancement
fee of 3/4 of 1% as consideration for its support. The fee paid to KSAI for
1995 and 1994 totaled $39,000 and $28,000, respectively.
KSAI and other affiliated entities paid the Company approximately
$292,000, $295,000, and $304,000, respectively, in the years ended December 31,
1995, 1994, and 1993, for rental of space in the Company's leased office
building. Such rental charges are comparable to those charged to unaffiliated
entities.
David B. Hurst, Secretary of the Company, is a partner in the law firm
of Chaffin & Hurst. The Company has been represented by Chaffin & Hurst since
1974 and plans to use the services of that firm in the future. Chaffin & Hurst
currently leases office space from the Company. Such transactions with Chaffin
& Hurst are on the same terms as those prevailing at the time for comparable
transactions with unrelated entities.
The Company also enters into certain transactions in the normal course
of business with other affiliated entities. These transactions with affiliated
companies are on the same terms as those prevailing at the time for comparable
transactions with unrelated entities.
10
<PAGE> 13
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
At its Annual Meeting on April 24, 1996, the Board of Directors
intends to appoint Arthur Andersen LLP, independent public accountants, to
audit the financial statements of the Company for the year ending December 31,
1996. Arthur Andersen LLP has audited the Company's financial statements since
1974. A representative of Arthur Andersen LLP will be present at the Annual
Meeting of Stockholders and will be given an opportunity to make a statement if
he so desires and will be available to respond to appropriate questions. The
Company's Audit Committee has recommended the reappointment of Arthur Andersen
LLP.
PROPOSALS OF SECURITY HOLDERS
Any proposal to be presented by any stockholder at the 1997 Annual
Meeting of Stockholders must be received by the Company prior to December 15,
1996.
OTHER BUSINESS
The Company knows of no matters to be presented for consideration at
the meeting other than those described above. If other matters are properly
presented to the meeting for action, it is intended that the persons named in
the accompanying proxy, and acting pursuant to authority granted thereunder,
will vote in accordance with their best unanimous judgment on such matters.
By Order of the Board of Directors
David B. Hurst
Secretary
Houston, Texas
March 18, 1996
11
