<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 sec. 240.14a-11(c) or sec. 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] 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:
- --------------------------------------------------------------------------------
[ ] 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:
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(4) Date Filed:
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<PAGE> 2
ADAMS RESOURCES & ENERGY, INC.
5 POST OAK PARK, SUITE 2700
HOUSTON, TEXAS 77027
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 23, 1997
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of
Adams Resources & Energy, Inc. will be held at 5 Post Oak Park, Suite 2700,
4400 Post Oak Parkway, Houston, Texas, Wednesday, April 23, 1997 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 12, 1997 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
David B. Hurst
Secretary
Houston, Texas
March 12, 1997
- --------------------------------------------------------------------------------
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.
5 POST OAK PARK, SUITE 2700
HOUSTON, TEXAS 77027
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 23, 1997
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 at 5 Post
Oak Park, Suite 2700, Houston, Texas, on Wednesday, April 23, 1997, 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 17, 1997.
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
$1,000, 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.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
At the close of business on March 12, 1997, the record date of those
entitled to receive notice of and to vote at the meeting, the Company had
outstanding 4,213,596 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 12, 1997, 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.
<PAGE> 4
<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) 49.3%
5 Post Oak Park Suite 2700
Houston, TX 77027
Officers and Directors 2,202,042 52.3%
as a group (12 persons)
</TABLE>
- --------------------
(1) Includes 1,644,275 shares owned by KSA Industries, Inc. ("KSAI"), 315,580
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. 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.
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. Barrett, 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
2
<PAGE> 5
March 12, 1997. Except as otherwise noted, each stockholder has sole voting
and investment power with respect to the shares beneficially owned.
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
PRINCIPAL OCCUPATION DIRECTOR OWNED AS OF
NOMINEE AND AGE AND DIRECTORSHIPS SINCE MARCH 12, 1997
--------------------------------- ------------------------ --------- ------------------
<S> <C> <C> <C>
K. S. Adams, Jr. (74) Chairman of the Board, 1973 2,078,687(1)
President and Chief Executive
Officer of the Company
E. C. Reinauer, Jr. (61) Agri-Business Consultant 1973 4,428
Edward Wieck (73) Cattle & Land 1976 17,000
E. Jack Webster, Jr. (76) Investments; Director of 1985 14,900
United Missouri
Bancshares, Inc.
Thomas S. Smith (46) Executive Vice President 1986 50,151
KSA Industries, Inc.
Richard B. Abshire (44) Vice President- Finance 1986 11,500
of the Company
Frank T. Webster (48) Principal, Webster & Co. 1993 500
Corporate & Energy
Financial Advisory
Claude H. Lewis (53) Vice President - Land 1996 10,400
Transportation and President
of Service Transport Company
John A. Barrett (60) Partner - Fulbright & N/A -
Jaworski, L.L.P.
</TABLE>
- --------------------
(1) Includes 1,644,275 shares owned by KSA Industries, Inc., 315,580 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. Mr. Adams may be deemed to be a control person of
the Company.
3
<PAGE> 6
John Adams Barrett has been nominated to the Board to fill the seat of
Mr. Sidney A. Adger, recently deceased. Mr. Barrett was born in 1937 in Kansas
City, Kansas. He received his B.B.S. degree in Petroleum Engineering in 1960
from The University of Kansas and received his L.L.B. Law Degree from The
University of Texas Law School in 1963. Mr. Barrett is a partner with the law
firm of Fulbright & Jaworski, L.L.P. in Houston, Texas, where he has practiced
law since his graduation in 1963. He has over 35 years of experience in
international commercial law and has served as head of Fulbright & Jaworski's
International Section as Managing Partner of its London office. He is an
International Treaty negotiator, arbitrator and legal advisor to U.S. and
foreign governmental entities and private sector corporations.
All of the nominees for director 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. There are no family relationships among the
executive officers or directors of the Company except Mr. Smith, a son-in-law
and Mr. Barrett, a first cousin of Mr. Adams.
The Board of Directors held four meetings in 1997; 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 1996.
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.
4
<PAGE> 7
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 outside
directors, currently Messrs. 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.
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 aircraft carrier 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
5
<PAGE> 8
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 U. S.
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 M.B.A 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, finance and administrative functions, as well as matters
related to the Company's former coal mining ventures.
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
6
<PAGE> 9
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.
COMPENSATION PHILOSOPHY
The Board of Directors and management believe it is in the best
interest of the Company's shareholders, employees, suppliers and customers to
balance the need to reinvest available cash flow to build the Company's equity
base with the need to attract and retain key employees. As such, executive
compensation has been held to the level required to retain key employees.
Annual bonuses are subject to the discretion of the Board of Directors and are
generally determined based on a percentage of earnings from operations. 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. Because shareholders' return increased in 1996, incentive
compensation levels followed.
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, 1996, 1995 and 1994. There were no stock
options granted by the registrant in 1996, 1995, or 1994.
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION
NAME AND ----------------- OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
- ---------------------------- ---- ------ ----- ---------------
<S> <C> <C> <C> <C>
K. S. Adams, Jr.
Chief Executive Officer 1996 $ 119,497 $ 175,000 $ 1,646
1995 $ 123,475 $ - $ 1,554
1994 $ 120,406 $ 12,000 $ 1,340
Claude H. Lewis 1996 $ 120,950 $ 50,000 $ 1,504
President of Service 1995 $ 124,913 $ 30,000 $ 1,554
Transport Company 1994 $ 126,511 $ 37,000 $ 1,340
W. R. Sharp 1996 $ 92,816 $ 20,000 $ 1,083
President of Adams 1995 $ 95,626 $ - $ 1,554
Resources Exploration 1994 $ 96,705 $ 12,000 $ 1,340
Corporation
Richard B. Abshire 1996 $ 87,324 $ 175,000 $ 1,682
Vice President - Finance 1995 $ 90,211 $ - $ 1,554
1994 $ 91,022 $ 12,000 $ 1,340
Juanita G. Simmons 1996 $ 88,453 $ 100,000 $ 1,884
President of Ada Crude 1995 $ 87,947 $ 30,000 $ 1,263
Oil Company
Brent K. Lupton 1996 $ 115,384 $ 362,936 $ 1,441
President of GulfMark 1995 $ 68,066 $ 30,000 $ -
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.
8
<PAGE> 11
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.
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 Index and S&P Integrated Domestic Oil Companies
---------------------------------------------------------------------------------------------
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Adams Resources & Energy, Inc. . . . 100 146.43 128.57 283.08 205.78 356.30
Integrated Domestic Oil Companies . . 100 102.13 107.60 112.90 128.53 162.55
S&P 500 . . . . . . . . . . . . . . . 100 107.62 118.46 120.03 165.13 203.05
</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, 1996, the Company was owed $161,000 from KASCO and SAKCO and the
Company owed $580,000 to KASCO and SAKCO.
Sakdril and the Company had previously 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. Sakdril's financing of the Company's acreage
position was on an interest-free basis. During 1996 the Company repaid
$166,000 of such funds that had been advanced in 1993. As of December 31,
1996, the Company has no further obligations to Sakdril and the agreement has
expired.
KSAI and other affiliated entities paid the Company approximately
$103,000 in 1996 for rental of space in the Company's leased office building.
Such rental charges are comparable to those charged to unaffiliated entities.
During 1996, the Company terminated its master lease agreement and the related
sublease agreement with KSAI.
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 23, 1997, 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,
1997. 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 1998 Annual
Meeting of Stockholders must be received by the Company prior to December 15,
1997.
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 12, 1997
11
<PAGE> 14
- --------------------------------------------------------------------------------
ADAMS RESOURCES & ENERGY, INC.
ANNUAL MEETING OF STOCKHOLDERS - APRIL 23, 1997
PROXY SOLICITED BY BOARD OF DIRECTORS
The undersigned hereby appoint(s) K.S. Adams, Jr. and R.B. Abshire and
each of them lawful attorneys and proxies of the undersigned with full power of
substitution for and in the name, place and stead of the undersigned, to attend
the Annual Meeting of Stockholders of the Company to be held at 5 Post Oak
Park, Suite 2700, Houston, Texas on Wednesday, April 23, 1997, at 11:00 a.m.
and any adjournments thereof, and to vote thereat the number of shares the
undersigned would be entitled to vote if personally present:
(TO BE SIGNED ON REVERSE SIDE)
- --------------------------------------------------------------------------------
<PAGE> 15
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE USING
DARK INK ONLY
FOR
all nominees listed WITHHELD
1. Election [ ] [ ]
of
Directors
For all nominees listed (except marked to the contrary below)
_____________________________________________________________
NOMINEES: K.S. Adams, Jr. T.S. Smith
J.A. Barrett E. Wieck
C.H. Lewis E.J. Webster, Jr.
E.C. Reinauer, Jr. R.B. Abshire
F.T. Webster
The undersigned hereby revokes any proxy or proxies
heretofore given to vote such shares.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE PROPOSAL (1) AND IN ACCORDANCE WITH THE
JUDGMENT OF THE PERSONS VOTING THE PROXY WITH
RESPECT TO OTHER MATTERS WHICH MAY PROPERLY BE
PRESENTED AT THE MEETING.
PLEASE MARK, SIGN, DATE AND RETURN IMMEDIATELY.
SIGNATURES_________________________________________________DATE_______________
NOTE: Your signature should be as your name appears hereon. When signing in a
fiduciary or representative capacity, please show your full corporate
name by President or other authorized officer. If a partnership, please
sign in partnership name by authorized person.
