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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 240.14a-12
Adams Resources & Energy, Inc.
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(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, $.10 par value
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(2) Aggregate number of securities to which transaction applies:
4,217,596
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount of 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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ADAMS RESOURCES & ENERGY, INC.
5 POST OAK PARK, SUITE 2700
HOUSTON, TEXAS 77027
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 1999
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 28, 1999 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 16, 1999 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 17, 1999
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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.
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<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 28, 1999
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 28, 1999, 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 19, 1999.
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 16, 1999, the record date of those
entitled to receive notice of and to vote at the meeting, the Company had
outstanding 4,217,596 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 16, 1999, 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>
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------- ---------- --------
<S> <C> <C>
K. S. Adams, Jr. 2,089,787 (1) shares 49.5%
5 Post Oak Park Suite 2700
Houston, TX 77027
FMR Corp. 421,300(2) shares 10.0%
82 Devonshire St.
Boston, MA 02109
Officers and Directors 2,203,131 shares 52.2%
as a group (11 persons)
</TABLE>
- ---------------------------
(1) Includes 1,644,275 shares owned by KSA Industries, Inc. ("KSAI"), 324,680
shares owned by Mr. Adams directly, 7,973 shares owned by Mrs. Adams, 112,859
shares held in trusts for Mr. Adams' grandchildren, of which Mr. Adams serves
as the trustee.
(2) Based on information contained in a Schedule 13G filing dated February 1,
1999. Beneficial owners associated with FMR Corp. include Fidelity Management &
Research Company, Fidelity Low-Priced Stock Fund, Edward C. Johnson 3d and
Abigail P. Johnson.
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, 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
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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 16,
1999. 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 16, 1999
--------------- -------------------- --------- ----------------
<S> <C> <C> <C>
K. S. Adams, Jr. (76) Chairman of the Board and 1973 2,089,787(1)
President the Company
E. C. Reinauer, Jr. (63) Agri-Business Consultant 1973 4,716
Edward Wieck (75) Cattle & Land 1976 15,288
E. Jack Webster, Jr. (78) Investments; Director of 1985 15,189
United Missouri Bancshares, Inc.
Thomas S. Smith (48) Executive Vice President 1986 50,151
KSA Industries, Inc.
Richard B. Abshire (46) Vice President- Finance 1986 12,500
Of the Company
Claude H. Lewis (55) Vice President - Land 1996 10,400
Transportation and President
of Service Transport Company
John A. Barrett (61) Partner - Fulbright & Jaworski, LLP 1997 3,000
Juanita G. Simmons (44) Vice President - Operations 1998 1,500
Gulfmark Energy, Inc.
</TABLE>
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(1) Includes 1,644,275 shares owned by KSA Industries, Inc., 324,680 shares
owned by Mr. Adams directly, 7,973 shares owned by Mrs. Adams, 112,859 shares
held in trusts for Mr. Adams' grandchildren, of which Mr.
Adams serves as the trustee.
All of the nominees for director have been engaged in the principal
occupations indicated above for the last five years except Ms. Simmons.
Previously, Ms. Simmons served as President of the Company's Ada Crude Oil
Company subsidiary. The operations of Ada Crude Oil were combined into the
Company's Gulfmark subsidiary effective January 1, 1998. 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 1998; 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 1998.
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 outside
directors, currently Messrs. Reinauer, Webster, Barrett and Wieck.
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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
<S> <C>
K. S. Adams, Jr. President and Chief Executive Officer
Claude H. Lewis Vice-President - Land Transportation, and
President of Service Transport Company(1)
Richard B. Abshire Vice-President - Finance, and President of
Gulfmark Energy, Inc.(1)
Lee A. Beauchamp President of Ada Resources, Inc.(1)
James Brock Moore President of Adams Resources Exploration
Corporation(1)
</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 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 - Tennessee Titans.
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<PAGE> 8
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 LLP. 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 the operations of the Company's
Gulfmark Energy, Inc. subsidiary.
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.
JAMES BROCK MOORE III was born in Cleveland, Texas in 1940. He attended St.
Thomas High School in Houston, Texas, graduating in 1959. He received
his B.S. Degree in Mechanical Engineering from the University of
Houston in 1964. Following graduation he was employed by Texaco Inc.
in various engineering capacities. He joined Cabot Corporation in 1978
as Manager of Engineering of the oil and gas division, serving in that
capacity until 1982 when he joined Texas Gas Exploration Corporation
as Vice President of Operations and Engineering. From 1989 to 1996 Mr.
Moore was Vice President of Operations for Energy Development Corp. He
accepted the position of Senior Vice President with the Company in
1997 and was promoted to President in 1998. In his capacity with the
Company, Mr. Moore oversees all oil and gas exploration and production
operations.
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<PAGE> 9
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, 1998, 1997 and 1996. There were no stock
options granted by the registrant during the periods presented.
<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 1998 $ 140,022 $ 25,000 $ 2,283
1997 $ 136,137 $ - $ 1,639
1996 $ 119,497 $ 175,000 $ 1,646
Claude H. Lewis 1998 $ 126,611 $ 40,000 $ 2,171
President of Service 1997 $ 130,257 $ 250,000 $ 2,293
Transport Company 1996 $ 120,950 $ 50,000 $ 1,504
James Brock Moore III 1998 $ 130,645 $ - $ 873
President of Adams
Resources Exploration
Corporation
W. R. Sharp 1997 $ 126,718 $ - $ 1,787
President of Adams 1996 $ 92,816 $ 20,000 $ 1,083
Resources Exploration
Corporation
Richard B. Abshire 1998 $ 131,658 $ 25,000 $ 2,233
President of Gulfmark 1997 $ 120,347 $ - $ 1,999
Energy, Inc. 1996 $ 87,324 $ 175,000 $ 1,682
</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.
7
<PAGE> 10
Adams total $1,284 per month. Mr. Lewis is entitled to $318 per month under
this program upon attaining age 65.
PERFORMANCE GRAPH
The performance graph shown below was prepared under the applicable
rules of the Securities and Exchange Commission based on data supplied by
Standard & Poor's Compustat. The purpose of the graph is to show comparative
total shareholder returns for the Company versus other investment options for a
specified period of time. The graph was prepared based upon the following
assumptions:
1. $100 was invested on December 31, 1993 in the Company's common
stock, the S&P500 Index, and an index of Integrated Domestic Oil
Companies.
2. Dividends are reinvested on the ex-dividend dates.
Note: The stock price performance shown on the graph below is not
necessarily indicative of future price performance.
<TABLE>
<CAPTION>
INDEXED RETURNS
Years Ending
Base
Period
Company/Index Dec-93 Dec-94 Dec-95 Dec-96 Dec-97 Dec-98
- ------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
ADAMS RESOURCES & ENERGY INC 100 220.18 160.05 277.12 327.38 132.79
S&P 500 INDEX 100 101.32 139.40 171.40 228.59 293.91
OIL (DOMESTIC INTEGRTD)-500 100 104.92 119.46 151.07 179.75 145.93
</TABLE>
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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.
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., 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 under terms no better than those afforded the other non-affiliated
working interest owners. Associated with this activity, as of December 31,
1998, the Company was owed $40,000 from KASCO and SAKCO and the Company owed
$285,000 to KASCO and SAKCO.
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.
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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.
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<PAGE> 13
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
At its Annual Meeting on April 28, 1999, 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,
1999. 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
they so desire 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 2000 Annual
Meeting of Stockholders must be received by the Company prior to December 15,
1999.
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.
Before closing, the Company would like to offer a special thanks to
Bill Sharp following his retirement this past December. Bill led our oil and
gas division during a difficult period for the industry. His acute
understanding of what was and what was not possible has been essential to our
overall success. He is greatly appreciated and will be missed.
By Order of the Board of Directors
David B. Hurst
Secretary
Houston, Texas
March 17, 1999
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PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
ADAMS RESOURCES & ENERGY, INC.
APRIL 28, 1999
o PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED o
PLEASE MARK YOUR
[X] VOTES AS IN THIS
EXAMPLE USING
DARK INK ONLY.
<TABLE>
<S> <C> <C> <C> <C> <C>
FOR WITHHELD
all nominees listed
1. Election [ ] [ ] NOMINEES: K.S. Adams, Jr. T.S. Smith
of J.A. Barrett E. Wleck
Directors C.H. Lewis E.J. Webster, Jr.
E.C. Reinauer, Jr. R.B. Abshire
For all nominees listed (except marked to the J.G. Simmons
contrary below)
- --------------------------------------------- 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 REPRESENTED
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 [can't read].
</TABLE>
<PAGE> 15
ADAMS RESOURCES & ENERGY, INC.
ANNUAL MEETING OF STOCKHOLDERS - APRIL 28, 1999
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 28, 1999, 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)
