<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
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MITCHELL ENERGY & DEVELOPMENT CORP.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
THOMAS P. BATTLE
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $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 transactions applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
/ / 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:
- - --------------------------------------------------------------------------------
- - ---------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE> 2
MITCHELL ENERGY & DEVELOPMENT CORP.
2001 TIMBERLOCH PLACE -- P. O. BOX 4000
THE WOODLANDS, TEXAS 77387-4000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 29, 1994
TO THE STOCKHOLDERS:
Notice is hereby given that the Annual Meeting of Stockholders of MITCHELL
ENERGY & DEVELOPMENT CORP. (the "Company") will be held at The Woodlands
Executive Conference Center and Resort, 2301 North Millbend Drive, The
Woodlands, Texas 77380, on Wednesday, June 29, 1994, at 10:00 A.M. Central
Daylight Time, for the following purposes:
1. To elect a Board of twelve (12) directors;
2. To consider and act upon a proposal to appoint Arthur Andersen &
Co. as the Company's independent public accountants for the fiscal year
ending January 31, 1995; and
3. To transact such other business as may properly come before the
meeting.
Holders of both Class A Common Stock and Class B Common Stock are entitled
to notice of the Annual Meeting; however, only holders of Class A Common Stock
of record at the close of business on May 11, 1994, are entitled to vote at the
Annual Meeting or any adjournment or adjournments thereof.
Information concerning the matters to be acted upon at the Annual Meeting
is set forth in the accompanying Proxy Statement.
CLASS A COMMON STOCKHOLDERS:
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, WHETHER OR
NOT YOU INTEND TO BE PRESENT AT THE MEETING. THE PROXY IS REVOCABLE AT ANY TIME
PRIOR TO THE VOTING OF SUCH PROXY.
A copy of the Annual Report to Stockholders for the fiscal year ended
January 31, 1994, has preceded this Notice and Proxy Statement.
By Order of the Board of Directors,
/s/ THOMAS P. BATTLE
------------------------------
THOMAS P. BATTLE
Secretary
May 20, 1994
<PAGE> 3
MITCHELL ENERGY & DEVELOPMENT CORP.
2001 TIMBERLOCH PLACE -- P. O. BOX 4000
THE WOODLANDS, TEXAS 77387-4000
---------------------
PROXY STATEMENT
---------------------
SOLICITATION AND REVOCABILITY OF PROXIES
Proxies are being solicited by the Board of Directors of the Company for
use at the Annual Meeting of Stockholders to be held on June 29, 1994, and at
any adjournment or adjournments thereof. In addition to mailing proxy materials,
such solicitations may be in person or by telephone by directors, officers or
employees of the Company, who will receive no additional compensation therefor.
Upon request, the Company will reimburse banks, nominees, and agents of the
stockholders for reasonable costs incurred by them in sending proxy materials to
beneficial owners of the Company's Class A Common Stock and its Class B Common
Stock (collectively, "Common Stock"). The entire cost of soliciting proxies in
the accompanying form will be borne by the Company.
This Proxy Statement and the proxy cards are first being mailed to
stockholders on or about May 20, 1994.
A PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE VOTING OF SUCH PROXY 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 OF PROXIES
It is the policy of this Company to provide stockholders complete privacy
in voting. Proxy cards are returned in envelopes to our independent tabulating
agent, who receives, inspects, and tabulates the proxies. Voted proxies are not
seen by nor reported to the Company, except in aggregate number and in limited
circumstances.
The proxy card accompanying the Proxy Statement mailed to each stockholder
of record of the Company's Class A Common Stock at the close of business on May
11, 1994, is designed to permit such stockholder to vote in the election of
directors and on the proposals described in this statement. It provides space
for a stockholder to withhold voting for any or all nominees for the Board of
Directors, or to abstain from voting for any proposal if so desired.
The proxy card specifies Bernard F. Clark, Vice Chairman of the Company,
and Thomas P. Battle, General Counsel and Secretary of the Company, to vote all
shares represented by proxies returned to the Company. A stockholder wishing to
name as his proxy someone other than those designated on such proxy card may do
so by crossing out the names of the two designated proxies and inserting the
name of the person
<PAGE> 4
he wishes to act as his proxy. In that case, it will be necessary for the
stockholder to sign the proxy and deliver it to the person named and for the
person so named to be present and vote at the meeting. Proxy cards so changed
should not be mailed to the Company.
When a stockholder's proxy card specifies a choice with respect to a matter
being voted upon, the shares will be voted accordingly. If no such
specifications are made, the shares will be voted for the election of all
nominees as directors, in favor of the appointment of Arthur Andersen & Co. as
the Company's independent public accountants, and in accordance with the
discretion of the person voting it with respect to any other business properly
before the meeting. The election of directors and the ratification of the
appointment of Arthur Andersen & Co. as independent public accountants will
require the affirmative vote of a majority of the shares of Class A Common Stock
voting in person or by proxy at the Annual Meeting. Thus, abstentions and broker
non-votes will not be included in vote totals and will have no effect on the
outcome of any vote, although they will be counted in the determination of a
quorum.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only holders of record of shares of Class A Common Stock of the Company at
the close of business on May 11, 1994 are entitled to vote at the Annual Meeting
or any adjournment or adjournments thereof, each share having one vote on each
matter to be presented at the Annual Meeting. There were 23,563,836 shares of
the Company's Class A Common Stock outstanding on the record date.
To the knowledge of the Company, the only persons or groups owning
beneficially more than five percent of the Company's outstanding Class A Common
Stock, its only class of outstanding voting securities, as of December 31, 1993,
is as set forth in the following table:
<TABLE>
<CAPTION>
TOTAL AMOUNT
OF CLASS A
COMMON STOCK PERCENT
BENEFICIALLY OF
NAME AND ADDRESS OWNED CLASS
------------------------------------------------ ------------- -----
<S> <C> <C>
George P. Mitchell.............................. 14,726,604(a) 62.6%
2001 Timberloch Place
The Woodlands, Texas
FMR Corp., and
Edward C. Johnson 3d, its Chairman............ 1,682,600(b) 7.2%
82 Devonshire Street
Boston, Massachusetts
</TABLE>
- - ---------------
(a) See notes (a) and (b) to the table under "Security Ownership of Management."
(b) The Schedule 13G filed by FMR Corp. states that such firm has the sole power
to vote or to direct the vote of 144,800 shares, and the sole power to
dispose or to direct the disposition of 1,682,600 shares. Furthermore,
various persons have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Class A Common
Stock. The interest of one person, Fidelity Magellan Fund, an investment
company, amounts to 1,480,000 shares, or 6.3% of the total outstanding
shares of Class A Common Stock at December 31, 1993. Edward C. Johnson 3d
and his family form a controlling group with respect to FMR Corp.
2
<PAGE> 5
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number of shares of each class of the
Company's Common Stock owned beneficially by each of its directors and nominees
for director, by its executive officers named in the Summary Compensation Table
and by all directors and executive officers as a group as of March 15, 1994:
<TABLE>
<CAPTION>
TOTAL TOTAL
AMOUNT AMOUNT
OF CLASS A OF CLASS B
COMMON PERCENT COMMON PERCENT
STOCK OF STOCK OF
BENEFICIALLY CLASS BENEFICIALLY CLASS
NAME OWNED(a) A OWNED(a) B
----------------------------------- ---------- ---- ---------- ----
<S> <C> <C> <C> <C>
Robert W. Baldwin.................. -- * -- *
Bernard F. Clark................... 50,571(c) * 50,871(c) *
William D. Eberle.................. 599 * 599 *
Roger L. Galatas................... 9,822 * 9,822 *
Shaker A. Khayatt.................. 266(d) * 266(d) *
Ben F. Love........................ 2,500 * 2,500 *
Walter A. Lubanko.................. 4,000 * 4,000 *
George P. Mitchell................. 14,726,604(b) 62.6% 13,726,604(b) 47.0%
J. Todd Mitchell................... 10,833(e) * 10,833(e) *
M. Kent Mitchell................... 24,348 * 24,348 *
Michael B. Morris.................. 2,000 * 2,000 *
Philip S. Smith.................... 7,500 * 7,500 *
W. D. Stevens...................... 1,500 * 1,500 *
Allen J. Tarbutton, Jr. ........... 14,894 * 14,972 *
Raymond L. Watson.................. 2,500 * 2,500 *
Benjamin N. Woodson................ 5,000 * 5,000 *
All directors and executive
officers
as a group (17 persons).......... 14,869,737(b-f) 63.1% 13,872,623(b-f) 47.5%
</TABLE>
- - ---------------
* Less than 1%.
(a) Unless otherwise indicated, beneficial owners have sole rather than shared
voting and investment power respecting their shares, other than shared
rights created under joint tenancy or marital property laws as between the
Company's directors and officers and their respective spouses, if any.
(b) Includes shares held by George P. Mitchell's wife (511,253 Class A and
511,253 Class B), as to which Mr. Mitchell disclaims beneficial ownership.
(c) Includes shares held by Mr. Clark's wife (26,172 Class A and 26,472 Class
B), as to which Mr. Clark disclaims beneficial ownership.
(d) Includes shares held by Mr. Khayatt's wife (266 Class A and 266 Class B), as
to which Mr. Khayatt disclaims beneficial ownership.
(Notes continued on following page)
3
<PAGE> 6
(e) Includes shares held by J. Todd Mitchell's wife (250 Class A and 250 Class
B), as to which Mr. Mitchell disclaims beneficial ownership.
(f) Includes shares which certain officers have a right to acquire within 60
days following March 15, 1994 by exercising stock options. The following
shares underlying such unexercised options were added to the holdings of
each of the following executive officers: Mr. Galatas -- 3,250 Class A and
9,250 Class B; Mr. Smith -- 7,500 Class A and 7,500 Class B; Mr.
Tarbutton -- 4,200 Class A and 4,200 Class B and all executive officers as a
group 21,700 Class A and 27,700 Class B. No director or nominee for director
has the right to acquire any shares within such 60 day period.
ELECTION OF DIRECTORS
Twelve directors are to be elected and qualified, for a term commencing on
the date of this Annual Meeting and continuing until the next Annual Meeting of
Stockholders or until their successors have been duly elected and qualified.
Each nominee listed below currently serves as a member of the Company's Board of
Directors and was elected at the Annual Meeting held on June 30, 1993. Benjamin
N. Woodson has decided not to stand for reelection to the Board of Directors. In
the event that any nominee for director should become unavailable to serve, it
is intended that votes will be cast, pursuant to the proxy card, for such
substitute nominee as may be nominated by the Board of Directors. The Company
has no present knowledge that any of the nominees will be unable to serve.
The nominees for directors are as follows:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND DIRECTOR
NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS SINCE
- - ------------------------ --- ---------------------------------------------- --------
<S> <C> <C> <C>
Robert W. Baldwin....... 73 Consultant (Energy/Management); President of 1983
Gulf Refining and Marketing Company, a
division of Gulf Oil Corp., 1975-1981
Bernard F. Clark........ 72 Vice Chairman of the Board of the Company 1962
William D. Eberle....... 70 Chairman of the Board of Manchester 1976
Associates, venture capital consulting, since
1977
Shaker A. Khayatt....... 58 President and Chief Executive Officer of 1972
Khayatt and Company, Inc., investment banking,
since 1979
Ben F. Love............. 69 Consultant to Texas Commerce Bancshares, Inc., 1990
a bank holding company, since 1989; Chairman
and Chief Executive Officer of Texas Commerce
Bancshares, Inc., 1972-1989
Walter A. Lubanko....... 68 Chairman and President of W. A. Lubanko & Co., 1972
Inc., investment banking, since 1977
</TABLE>
(Table continued on following page)
4
<PAGE> 7
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND DIRECTOR
NAME AGE BUSINESS EXPERIENCE DURING PAST FIVE YEARS SINCE
- - ------------------------ --- ---------------------------------------------- --------
<S> <C> <C> <C>
George P. Mitchell...... 74 Chairman of the Board and Chief Executive 1947
Officer of the Company
J. Todd Mitchell........ 35 President of and geologist for The Discovery 1993
Bay Company, a seismic data analysis software
company, since 1992; President of and
geologist for Dolomite Resources, Inc., a
mineral exploration and investments company,
since 1987
M. Kent Mitchell........ 41 President and Chief Executive Officer of Bald 1988
Head Island Management, Inc., real estate
development and sales, since 1983
Michael B. Morris....... 73 Petroleum consultant since 1983; President of 1983
Petroleum Operations of Conoco, Inc.,
1978-1983
W. D. Stevens........... 59 President and Chief Operating Officer of the 1992
Company since January 3, 1994; President of
Exxon Company, U.S.A., 1988-February 1, 1992;
Raymond L. Watson....... 67 Chairman of the Executive Committee of the 1983
Board of Directors of The Walt Disney Company,
entertainment company, since 1984; Vice
Chairman of The Irvine Co., real estate
development, since 1986
</TABLE>
There are no family relationships by blood, marriage or adoption between
any nominee for director or any of the executive officers of the Company, except
that J. Todd Mitchell and M. Kent Mitchell are sons of George P. Mitchell.
The nominees for directors hold the following directorships in other public
corporations: William D. Eberle -- Ampco-Pittsburgh Corp., Fibreboard
Corporation, America Service Group, and Showscan Film Corporation; Ben F.
Love -- Burlington Northern Inc., Eli Lilly & Company, and El Paso Natural Gas
Company; George P. Mitchell -- MCorp; and Raymond L. Watson -- The Walt Disney
Company and Irvine Apartment Communities, Inc.
George P. Mitchell could be deemed to be a control person with respect to
the Company by virtue of his ownership of Common Stock of the Company.
During the Company's fiscal year ended January 31, 1993, Eprotek Inc., a
company of which Shaker A. Khayatt was secretary, filed a petition under federal
bankruptcy laws.
The Company's Board of Directors has an Audit Committee which consisted
during all or part of the Company's fiscal year ended January 31, 1994
(hereinafter "fiscal 1994") of Ben F. Love, Walter A. Lubanko, W. D. Stevens,
Raymond L. Watson and Benjamin N. Woodson. Mr. Stevens resigned from the
5
<PAGE> 8
Audit Committee on January 3, 1994 when he became President and Chief Operating
Officer of the Company. During fiscal 1994, the Audit Committee met three times.
The functions performed by the Audit Committee include reviewing the nature of
the services rendered by the Company's independent public accountants, relating
to both auditing and nonauditing services. The Committee also reviews, with
representatives of the independent public accountants, the scope of the
independent public accountants' audit of the Company's financial statements,
results of those audits, and any weaknesses in internal accounting controls
identified by the independent public accountants in the course of their audit.
The Committee each year recommends to the Board of Directors the appointment of
a firm of independent public accountants for the coming year, and reviews the
various other presentations and reports to the Board of Directors relating to
accounting matters and financial statements.
The Company's Board of Directors has a Compensation Committee which
consisted during fiscal 1994 of Robert W. Baldwin, William D. Eberle, Shaker A.
Khayatt, M. Kent Mitchell and Michael B. Morris. During fiscal 1994, the
Compensation Committee met four times. As stated in its Report on Executive
Compensation beginning at page 11 of this Proxy Statement, the Compensation
Committee establishes policies with respect to compensation for executives,
determines pay levels for senior executives including all named executive
officers, reviews compensation levels for all other members of Company senior
management, and sets and monitors overall compensation programs and policies for
the Company's entire workforce.
The Company's Board of Directors has an Executive Committee which consists
of Ben F. Love, William D. Eberle, M. Kent Mitchell, J. Todd Mitchell and W. D.
Stevens. The Executive Committee met one time during fiscal 1994. The function
of the Executive Committee is to (i) select and nominate successor(s) to George
P. Mitchell in the event he were disabled or otherwise unable to function as
Chairman of the Board and Chief Executive Officer of the Company, (ii) nominate
individuals to serve as directors of the Company, and (iii) perform such other
functions as are delegated to it by the Board. The Committee will consider
stockholder recommendations for director sent to the Executive Committee, c/o
Thomas P. Battle, Secretary, Mitchell Energy & Development Corp., P.O. Box 4000,
The Woodlands, Texas 77387-4000.
The Company's Board of Directors met seven times during fiscal 1994 and
held four special telephonic meetings. Each director attended more than 75
percent of the aggregate number of meetings of directors and committees on which
he served except for Shaker A. Khayatt (who was unavailable for the telephonic
meetings) and Benjamin N. Woodson.
Currently, each director who is not an employee of the Company receives
$47,500 a year for serving as a director and for serving as a member on one or
more committees. Each director who is an employee of the Company receives $100
for each directors' meeting which he attends. All directors are reimbursed for
any travel, lodging and other expenses incurred in connection with attending any
meetings of directors or a committee.
6
<PAGE> 9
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain compensation information for the
Chief Executive Officer and the five other most highly compensated executive
officers of the Company for services rendered in all capacities during the
fiscal years ended January 31, 1994, 1993 and 1992.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------------
SECURITIES
ANNUAL UNDERLYING ALL
COMPENSATION(a) STOCK OTHER
------------------- OPTION LTIP COMPEN-
FISCAL SALARY BONUS AWARDS PAYOUTS(c) SATION(d)
NAME/PRINCIPAL POSITION YEAR ($) ($) (#) ($) ($)
- - ------------------------------- ---- ------- ------- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
George P. Mitchell............. 1994 650,004 150,000 -- -- 283,135(e)
Chairman and CEO 1993 650,004 200,000 -- -- 488,810(f)
1992 650,004 -- -- --
Bernard F. Clark 1994 277,668 47,500 -- -- 8,381(g)
Vice Chairman 1993 316,500 80,000 -- -- 14,051(h)
1992 301,375 45,000 -- --
F. D. Covey.................... 1994 293,712 57,000 -- 246,000 365,968(k)
Senior Vice President 1993 355,008 90,000 -- -- 21,300(l)
1992 312,588 45,000 -- --
Philip S. Smith................ 1994 331,008 68,900 -- 236,738 19,309(l)
Senior Vice President 1993 316,500 80,000 -- -- 18,990(l)
1992 286,375 45,000 -- --
Roger L. Galatas............... 1994 275,004 61,700 -- 168,669 16,500(l)
Senior Vice President 1993 263,004 75,000 -- -- 15,780(l)
1992 237,339 37,500 10,000(b) --
Allen J. Tarbutton, Jr......... 1994 275,004 59,400 -- 126,750 16,500(l)
Senior Vice President 1993 263,004 75,000 -- -- 15,780(l)
1992 226,089 45,000 27,000(b) --
</TABLE>
- - ---------------
(a) In accordance with Securities and Exchange Commission regulations, no
amounts have been reported for perquisites and other personal benefits since
the aggregate value of such items provided to each named officer was less
than the lesser of 10% of his annual compensation or $50,000.
(b) These options were granted under the Company's 1989 Stock Option Plan at an
exercise price equal to the fair market value of the stock on the date of
grant. Such options are exercisable within ten years from the date of grant
and vest over a five-year period.
(c) LTIP Payouts exist exclusively of cash payments under the Company's Bonus
Unit plans.
(d) Amounts under All Other Compensation are excluded for the Company's 1992
fiscal year in accordance with the transitional provisions under the revised
rules on disclosure of executive officer and director compensation
promulgated by the Securities and Exchange Commission.
(Notes continued on following page)
7
<PAGE> 10
(e) For Mr. Mitchell, this consists of reimbursements paid him for the annual
premium on his $6,500,000 universal life insurance policy ($210,000),
rentals paid to him for business-related use of properties that he owns
($72,535) (see "Certain Transactions") and directors' meeting attendance
fees ($600).
(f) For Mr. Mitchell, this consists of reimbursements paid him for two-years'
premiums on his $6,500,000 universal life insurance policy ($420,000),
rentals paid to him for business-related use of properties that he owns
($68,210) and directors' meeting attendance fees ($600).
(g) For Mr. Clark, this consists of Thrift and Savings Plan contributions
($7,781) and directors' meeting attendance fees ($600).
(h) For Mr. Clark, this consists of Thrift and Savings Plan contributions
($13,451) and directors' meeting attendance fees ($600).
(i),(j) -- Not used.
(k) Mr. Covey died on November 12, 1993. For Mr. Covey, this consists of amounts
payable to his estate under a supplementary life insurance agreement
($250,000), supplemental pay ($77,250), unused vacation paid at termination
($21,404) and Thrift and Savings Plan contributions ($17,314).
(l) For the indicated amounts, this consists exclusively of matching
contributions paid by the Company to a qualified Thrift and Savings Plan or
to a nonqualified plan (for amounts in excess of allowable contributions to
the qualified plan).
STOCK OPTION PLANS
Shown below is information with respect to the number of stock options and
stock appreciation rights ("SARs") exercised during fiscal 1994, the aggregate
dollar value realized upon exercise, the total number of unexercised options and
SARs, if any, held at January 31, 1994, and the aggregate dollar value of
in-the-money, unexercised options and SARs, if any, held at January 31, 1994.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1994
AND YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED,
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES JANUARY 31, 1994 JANUARY 31, 1994
ACQUIRED (#) ($)
ON VALUE ------------------ -------------------
EXERCISE REALIZED EXER- UNEXER- EXER- UNEXER-
NAME ($) ($) CISABLE CISABLE CISABLE CISABLE
- - ------------------------------ ------ ------- ------ ------ ------- ------
<S> <C> <C> <C> <C> <C> <C>
G. P. Mitchell(a)............. -- -- -- -- -- --
B. F. Clark(a)................ -- -- -- -- -- --
F. D. Covey................... 18,600 210,413 6,400 -- 81,200 --
P. S. Smith................... -- -- 15,000 -- 190,313 --
R. L. Galatas................. 6,000 106,375 12,500 8,000 139,219 19,500
A. J. Tarbutton, Jr........... 3,000 34,138 8,400 21,600 51,225 52,650
</TABLE>
- - ---------------
(a) Mr. Mitchell and Mr. Clark do not participate in the Company's Stock Option
Plans.
No stock options were granted to any of the named executive officers during
fiscal 1994.
8
<PAGE> 11
RETIREMENT PLAN
Eligibility for participation in the Company's qualified Retirement Plan is
extended to all employees (except those employees paid solely on a commission
basis and employees of the hospitality subsidiary of the Company), including
executive officers, on an equal basis, on each February 1 and August 1
immediately following the completion of one year of participation service.
Pension benefits are determined by final average annual compensation where
annual compensation is the sum of amounts shown in the columns labeled "Salary"
and "Bonus" in the Summary Compensation Table.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
AVERAGE ANNUAL
COMPENSATION FOR ANNUAL RETIREMENT INCOME AT AGE 65 EXPRESSED AS A STRAIGHT LIFE ANNUITY
36 CONSECUTIVE --------------------------------------------------------------------------------------
MONTHS IN LAST
120 MONTHS YEARS OF SERVICE
PRECEDING --------------------------------------------------------------------------------------
RETIREMENT 10 15 20 25 30 35 40
- - --------------------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$125,000........... $ 26,250 $ 39,376 $ 52,501 $ 52,501 $ 58,501 $ 68,251 $ 75,585
$150,000........... $ 31,851 $ 47,776 $ 63,70 $ 63,701 $ 70,901 $ 82,718 $ 91,518
$175,000........... $ 37,451 $ 56,176 $ 74,901 $ 74,901 $ 83,302 $ 97,185 $107,452
$200,000........... $ 43,051 $ 64,576 $ 86,102 $ 86,102 $ 95,702 $111,652 $123,386
$225,000........... $ 48,651 $ 72,977 $ 97,302 $ 97,302 $108,102 $126,120 $139,320
$250,000........... $ 54,251 $ 81,377 $108,502 $108,502 $120,503 $140,587 $155,254
$300,000........... $ 65,452 $ 98,177 $130,903 $130,903 $145,304 $169,521 $187,121
$400,000........... $ 87,852 $131,778 $175,705 $175,705 $194,905 $227,389 $250,857
$450,000........... $ 99,053 $148,579 $198,105 $198,105 $219,706 $256,324 $282,724
$500,000........... $110,253 $165,379 $220,506 $220,506 $244,507 $285,258 $314,592
$600,000........... $132,654 $198,981 $265,307 $265,307 $294,108 $343,126 $378,327
$700,000........... $155,054 $232,582 $310,109 $310,109 $343,710 $400,995 $442,063
$800,000........... $177,455 $266,183 $354,910 $354,910 $393,311 $458,863 $505,798
$900,000........... $199,856 $299,784 $399,712 $399,712 $442,913 $516,732 $569,533
</TABLE>
Eligible employees will receive a retirement benefit equal to the greater
of the amounts computed under the following two benefit Formulas A and B upon
retirement. The monthly benefit payable under Formula A is equal to 1.65% times
average monthly compensation (defined as the average of the compensation
received in the 36 highest-paid consecutive calendar months in the last 10 years
of employment) plus 0.45% times average monthly compensation in excess of 150%
of covered compensation (defined as the average of Social Security Wage Bases
over the 35 years prior to the Social Security Retirement Age), such sum then
being multiplied by the lesser of years of credited service or twenty years. The
monthly benefit payable under Formula B is equal to 1.1% times average monthly
compensation plus .45% times average monthly
9
<PAGE> 12
compensation in excess of 100% of covered compensation, such sum then being
multiplied by years of credited service. Under both formulas, accrued benefits
are 100% vested after five years of credited service.
The Employee Retirement Income Security Act of 1974 ("ERISA"), as amended
by the Tax Equity and Fiscal Responsibility Act of 1982 ("TEFRA") and the Tax
Reform Act of 1986, currently limits (i) the maximum benefits payable or
accruing under the Company's Retirement Plan and Thrift and Saving Plans on a
combined annual basis, (ii) the total benefit payable under the Retirement Plan
annually (currently $118,800), and (iii) the amount of compensation which can be
included for benefit calculation purposes (currently $150,000). The Company has
adopted supplemental arrangements on a non-qualified basis to provide that all
employees be credited with the full benefit accruing to such individuals under
the Retirement Plan notwithstanding such combined annual limitation, and to
maintain for certain employees who may be affected by the annual benefit limit
(for fiscal 1994, only George P. Mitchell, Bernard F. Clark, F. D. Covey, and
Philip S. Smith) total benefits upon retirement at approximately the levels
shown in the table set forth above.
Based on certain assumptions (which includes Board of Directors' approval),
illustrated above are the approximate annual benefits to which employees would
become entitled upon retirement at age 65 under the Retirement Plan and the
supplemental, non-qualified plans. The benefits set forth in the table reflect
the greater of the Plan's two formulas, are computed on a straight life annuity
basis, and would not be further reduced by Social Security income. For the
individuals named in the Summary Compensation Table of this Proxy Statement, the
credited years of service under the Retirement Plan, as of January 31, 1994, are
as follows: George P. Mitchell, 45 years; Bernard F. Clark, 38 years; F. D.
Covey, 18 years; Roger L. Galatas, 15 years; Philip S. Smith, 14 years; and
Allen J. Tarbutton, Jr., 20 years.
Federal law requires that any active employee start receiving his/her
pension no later than the April 1 following the calendar year in which the age
70 1/2 is reached. Any such employee will continue to receive credit for any
additional service rendered after age 70 1/2. For fiscal 1994 George P. Mitchell
received pension payments from the Retirement Plan totaling $153,046 and
payments from the supplemental non-qualified retirement plan of $312,994, and
Bernard F. Clark received $108,813 in pension payments from the Retirement Plan
and $53,141 from the supplemental non-qualified retirement plan.
SUPPLEMENTARY LIFE INSURANCE AND OTHER AGREEMENTS
The Company had an agreement with F. D. Covey and currently has an
agreement with Philip S. Smith, whereby the Company will pay to such officers or
their estates amounts, up to a maximum of $250,000, upon the death of such
officer or his retirement at or after age 65, provided he is still employed with
the Company at his death or at age 65, whichever occurs first. The Company has
purchased life insurance policies on such officers' lives to insure against such
risk. There was no cost to the Company for these policies for fiscal 1994 as a
result of the prior conversion of such policies to universal life coverage. Mr.
Covey was employed by the Company as Senior Vice President at the time of his
death last year, entitling his estate to payments totalling $250,000 under such
supplementary life insurance agreement.
10
<PAGE> 13
SUPPLEMENTAL SURVIVING SPOUSE BENEFIT
The Company also has an agreement with George P. Mitchell, whereby the
Company will pay to Mr. Mitchell's surviving spouse, if any, a supplemental
surviving spouse benefit in the event that Mr. Mitchell dies while still
employed by the Company, or following termination of employment resulting from
total and permanent disability. Such supplemental surviving spouse benefit shall
be in an annual amount equal to the greater of (i) Mr. Mitchell's annual base
salary from the Company in effect at the time of his death or as of the date he
becomes totally and permanently disabled, or (ii) $625,000, and shall be payable
until the earlier to occur of (i) 36 monthly installments or (ii) the death of
such surviving spouse.
SEVERANCE COMPENSATION
The Company has severance compensation agreements with Roger L. Galatas,
Philip S. Smith and Allen J. Tarbutton, Jr. The terms of the severance
agreements are invoked only in the event of a change of control (i.e., George P.
Mitchell no longer holds majority voting control of the Company). Generally, if
the executive is no longer employed in a substantially equivalent position and
being paid a salary at least equivalent to the salary being paid immediately
prior to the change of control ("Loss of Position"), the executive will receive
an amount monthly ($9,600 for Mr. Galatas; $11,250 for Mr. Smith; $9,600 for Mr.
Tarbutton) for 60 months following the Loss of Position. No payments for Loss of
Position due to a change of control shall be owed or paid to an executive after
he reaches the age of 66, or if he voluntarily severs employment with the
Company for any reason other than Loss of Position or if the Company discharges
such executive for cause.
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange Act
of 1934 that might incorporate future filings, including this Proxy Statement,
in whole or in part, this Compensation Committee Report on Executive
Compensation and the Cumulative Shareholder Return Graph on page 15 shall not be
incorporated by reference into any such filings.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors (the "Committee") is
generally responsible for administering compensation programs for the Company's
executives. Responsibilities of the Committee include:
- Establishing policies with respect to compensation for executives;
- Determining pay levels for senior executives including all named
executive officers;
- Reviewing compensation levels for all other members of Company senior
management; and
- Setting and monitoring overall compensation programs and policies for the
Company's entire workforce.
The Committee is comprised of five nonemployee directors.
11
<PAGE> 14
Compensation Philosophy
The Company's overall compensation philosophy is to provide executives with
compensation opportunities which reflect:
- Overall Company performance relative to historical performance, Company
goals and objectives, and industry and national economic conditions;
- Individual efforts and contributions to the overall success of the
Company;
- Competitive market pay levels and practices; and
- Internal fairness issues.
While the Committee considers pay levels and program practices of other
companies of similar size and operating characteristics, pay levels for the
Company's executives are necessarily a function of individual and Company
performance, including expected future financial and operating conditions.
The companies included in the industry groups in the Cumulative Shareholder
Return Graph at page 15 are not exclusively the same companies with which the
Company compares compensation practices and levels. By nature of the Company's
diversified business operations, it must consider such practices in the
Exploration and Production, Gas Processing and Transmission, and Real Estate
industries in evaluating competitive salaries for individual executives. In
choosing the companies with which to compare compensation levels and practices,
the Company considers those companies with whom it competes for executive talent
in each line of business.
In its considerations, the Committee does not assign quantitative weight to
different factors or follow mathematical formulae. Rather, the Committee
exercises its discretion and makes a judgment after considering the factors it
deems relevant. A discussion of each of the key elements of the Company's
executive compensation program and the factors considered in setting each
element follows. In determining any one element, the Committee necessarily
considers the effect the element has on the total compensation package.
Effective January 1, 1994, Section 162(m) of the Internal Revenue Code will
limit tax deductions for qualifying compensation paid to any individual in any
one year to $1,000,000. Since no executive is expected to receive qualifying
compensation in excess of the $1,000,000 limit during fiscal 1995, the
Compensation Committee has not established a policy to address the limitations
imposed by Section 162(m). While the Committee is not immediately concerned with
this limitation, it will, as a part of its ongoing review of executive
compensation, evaluate the need for such a policy on an annual basis.
Base Salaries
Base salaries for executive officer positions are determined in part by
competitive pay practices. Each year, the Company obtains information through
participation in industry specific executive compensation surveys conducted by
independent consultants. The Committee analyzes the survey information and makes
adjustments to reflect the Committee's assessment of individual performance,
experience and scope of responsibility.
12
<PAGE> 15
Bonuses
Executives are eligible to receive annual bonuses based on the overall
performance of the Company, as well as individual contributions and performance.
Bonuses are designed to reward performance, and as such, are not guaranteed.
Awards are determined based on the Committee's assessment of performance.
Factors the Committee considers in its assessment include:
- Revenue;
- Divisional operating earnings;
- Net earnings; and
- Reserve replacement.
Bonuses are not based on specific achievement of predetermined criteria; rather
the Committee considers all of the above factors, as well as the current and
expected operating climate, when deciding on specific awards. This discretion
allows the Committee to utilize its judgment in granting awards it believes
truly reflect individual effort expended and the results these efforts produce.
For the named executives for fiscal 1994, a target percentage of salary was
established based on the average of available competitive data for similar
positions in comparable companies. In consideration of each of the above
factors, actual, annualized bonus amounts paid in fiscal 1994 ranged from 58% to
62% of said targets.
Long-Term Incentives
Long-term incentives are provided pursuant to the Company's Bonus Unit and
Stock Option Plans. Both types of plans provide a direct link between
shareholder return (through stock price appreciation) and long-term incentive
compensation for executives. Awards are granted on a periodic basis and at the
sole discretion of the committee administering the plan.
Bonus Unit Plans
For several years, Bonus Unit Plans have been a foundation of the Company's
long-term incentive program for executives. In addition to strengthening the
link between shareholders and executives, bonus units encourage executives to
focus on the long-term success of the Company. Bonus units are awarded at a
price equal to the price of the Company's stock on the date of grant. As the
price of the Company's stock increases, the value of the bonus units also
increases. If the price does not increase, the bonus units have no value. After
the units vest, executives and other unit holders may redeem, for cash, any
appreciation in the value of the units. Any bonus units still outstanding at
their expiration date are automatically redeemed.
The 1989 Bonus Unit Plan was approved by the Committee, and adopted by the
Board of Directors in February 1989. Bonus units vested in equal installments
over a three year period, and initially expired at the end of four years. The
plan was amended and restated in February 1992 to extend the expiration date
from January 31, 1993 to January 31, 1994. Bonus units authorized by the 1991
Bonus Unit Plan vest in equal installments over a five year period, and expire
at the end of six years. Both plans are unfunded and are
13
<PAGE> 16
administered by a committee (the "Bonus Unit Plan Committee") composed of the
Chairman and the Vice Chairman of the Board of Directors who, like other
directors, are not eligible to participate.
When determining awards, the Bonus Unit Plan Committee considers individual
and Company performance. Individual criteria include promotions, scope of
responsibility and organizational level. Bonus units were last awarded to the
named executives during fiscal 1992.
Stock Options
The Company also has utilized stock options as a method of aligning
shareholder and executive interests. The criteria for determining individual
awards are the same as that for bonus units. No stock options were granted in
fiscal 1994 to any of the named executives.
CEO Compensation
The Committee is also responsible for establishing pay levels for the CEO.
The compensation of the CEO reflects the same elements, and the Committee
considers the same factors described for the other executives in determining the
CEO's total compensation. A 1993 evaluation of Mr. Mitchell's total compensation
against competitive data revealed that his pay approximated the 50th percentile
of the total cash compensation of the CEOs of comparable companies. Mr.
Mitchell's bonus award for fiscal 1994 was determined in much the same manner as
the other named executives, with a target percentage of salary established based
on available competitive data. After consideration of all factors, the actual
amount paid to Mr. Mitchell was 48% of said target. Mr. Mitchell elected not to
receive an increase in base salary during fiscal 1994.
As the founder and majority owner of the Company, Mr. Mitchell has a
significant portion of his wealth invested in the Company's stock. His
significant stock ownership provides a strong incentive for Company management
to maximize shareholder value.
The Company provides supplemental life insurance to Mr. Mitchell through
reimbursement of premiums on an insurance policy maintained by Mr. Mitchell. Mr.
Mitchell is currently receiving distributions from the Company's pension plan
(as required by IRS regulations and based on previous contributions made on his
behalf). No additional contributions are being made on Mr. Mitchell's behalf to
the Company's Thrift and Savings Plan.
COMPENSATION COMMITTEE:
Robert W. Baldwin
William D. Eberle
Shaker A. Khayatt
M. Kent Mitchell
Michael B. Morris
14
<PAGE> 17
CUMULATIVE SHAREHOLDER RETURN GRAPH
The following graph sets forth cumulative total shareholder return for the
Company's voting Common Stock, the Standard & Poor's 500 Stock Index ("S&P 500
Index") and the Dow Jones Oil-Secondary Index for the years indicated as
prescribed by the Securities and Exchange Commission's rules. The information
contained in this graph is not necessarily indicative of future Company
performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG MITCHELL ENERGY & DEVELOPMENT CORP., THE S&P 500 INDEX
AND THE DOW JONES OIL - SECONDARY INDEX
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------
1/89 1/90 1/01 1/92 1/92 1/94
<S> <C> <C> <C> <C> <C> <C>
- - ---------------------------------------------------------------------------
Mitchell Energy & Dev. Corp. 100 160 137 123 145 186
- - ---------------------------------------------------------------------------
S & P 500 100 114 124 152 168 190
- - ---------------------------------------------------------------------------
D J Oil - Secondary 100 118 104 101 109 116
- - ---------------------------------------------------------------------------
</TABLE>
* Total return for each of the last five fiscal years ending January 31. Assumes
$100 was invested on January 31, 1989 in the Company's voting Common Stock or
in the indicated index and that dividends were reinvested as received.
15
<PAGE> 18
CERTAIN TRANSACTIONS
When the Company became a publicly owned corporation in 1972, it adopted a
policy that it would not permit its officers and directors to compete with the
Company in any manner and that it would not, on terms less favorable to the
Company than could have been arranged with an unaffiliated third party, enter
into any of the following transactions: (i) make loans to officers, directors or
stockholders and (ii) sell to or purchase from its officers or directors any
properties or interests therein. Management of the Company believes that all of
the transactions summarized below are in keeping with this established policy.
Prior to the time the Company became a publicly held corporation, George P.
Mitchell acquired interests in several oil and gas properties in which the
Company also owns interests and for which the Company is operator. The Company
distributes to Mr. Mitchell his share of the revenues and charges him for his
share of the costs and expenses associated with these oil and gas operations.
For fiscal 1994, Mr. Mitchell's indebtedness to the Company on these oil and gas
transactions and for real estate and other administrative services also
represented by open accounts may be summarized as follows:
<TABLE>
<S> <C>
Largest aggregate indebtedness at any time during the period...... $467,599
Amount outstanding at January 31, 1994............................ $168,972
Rate of interest paid or charged on overdue accounts, if any....Chemical Bank
prime + 1%
</TABLE>
These accounts are settled on a regular basis in accordance with customary
business practices.
During fiscal 1993, Mr. Mitchell sold his existing interest in certain of
the oil and gas properties discussed in the preceding paragraph to Dolomite
Resources, Inc. ("Dolomite"), a company which is owned equally by each of his
ten children, including M. Kent Mitchell and J. Todd Mitchell. For fiscal 1994,
Dolomite's open account indebtedness to the Company related to these oil and gas
transactions may be summarized as follows:
<TABLE>
<S> <C>
Largest aggregate indebtedness at any time during the period...... $107,017
Amount outstanding at January 31, 1994............................ $ 38,801
Rate of interest paid or charged on overdue accounts, if any....Chemical Bank
prime + 1%
</TABLE>
These accounts are settled on a regular basis in accordance with customary
business practices.
G. Scott Mitchell, an adult son of George P. Mitchell, through LifeForms,
Inc. ("LifeForms"), a company of which he is Secretary/Treasurer and in which he
and his brother M. Kent Mitchell have a 44% ownership interest and a 5%
ownership interest, respectively, during fiscal 1994 purchased 167 developed
lots for residential development in The Woodlands from a subsidiary of the
Company, at a total purchase price of $5,133,725. The price contracted for and
paid and the terms of payment for each lot were comparable to those paid to the
subsidiary by unrelated parties for similar lots in the same areas. Also during
fiscal 1994, LifeForms paid $220,555 toward The Woodlands' participative
builders' advertising program. In addition, LifeForms obtained construction
mortgage financing from Mitchell Mortgage Company, a wholly-owned subsidiary of
the Company, in an aggregate amount of $15,667,000, which loans bear interest at
an annual rate equal to two percent above the prevailing bank prime commercial
loan rate, plus an additional one percent fee
16
<PAGE> 19
paid on amounts drawn under such loans. The outstanding principal amount of such
loans was $1,695,000 as of January 31, 1994. Such advertising and financing
arrangements with LifeForms are similar to arrangements with other builders in
The Woodlands.
In January 1994, the Company sold its joint venture interest in Pier 21, a
commercial development containing restaurants, shops and a hotel located in
Galveston, Texas, to its joint venture partner, MBP Corp., a Texas corporation
wholly-owned by George P. Mitchell, for $405,000, which resulted in a gain of
$100,000 for the Company. At such time the Company's 50% guaranty of $4,875,000
of joint venture debt was released. At January 31, 1994 a subsidiary of the
Company had a $1,625,000 note receivable from the joint venture for financing
the initial acquisition of the project. This note was repaid in full in March
1994.
During fiscal 1994, the San Luis Hotel, which is 50% owned and operated by
a subsidiary of the Company, provided laundry service at cost, in the aggregate
amount of $125,214, to several of George P. Mitchell's Galveston properties.
This arrangement was terminated in December 1993. In addition, in fiscal 1994
the Company incurred business promotion charges in the amount of $94,139 at a
hotel owned by a company of Mr. Mitchell's in connection with the Galveston
Mardi Gras celebration. Also in fiscal 1994, a subsidiary of the Company
assigned two employees on a full-time basis to provide supervision for a ranch
owned by Mr. Mitchell. Mr. Mitchell reimbursed the Company for the salaries and
benefit costs of these personnel in the aggregate amount of $100,555.
The Company paid Mr. Mitchell rental reimbursements in the amount of
$72,535 during fiscal 1994 for lodging expenses when he is out-of-town on
Company-related business and for Company-related use of properties which he
owns.
Prior to the time the Company became a publicly-held corporation, Johnny
Mitchell, brother of George P. Mitchell, acquired interests in several oil and
gas properties in which the Company also owns interests and for which the
Company is the operator. For the period February 1, 1993 through January 31,
1994, Johnny Mitchell's open account indebtedness to the Company related to
these oil and gas interests may be summarized as follows:
<TABLE>
<S> <C>
Largest aggregate amount outstanding at any time during the
period.......................................................... $751,077
Amount outstanding at January 31, 1994............................ $458,445
Rate of interest paid or charged on overdue accounts, if any....Chemical Bank
prime + 1%
</TABLE>
A payment of $200,000 was received on this account on February 28, 1994.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
M. Kent Mitchell, a director of the Company and a member of the
Compensation Committee, has a 5% ownership interest in LifeForms and a 10%
ownership interest in Dolomite. See "Certain Transactions" for a discussion of
certain business transactions during fiscal 1994 between such companies and the
Company.
17
<PAGE> 20
RELATIONSHIP WITH AND APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company proposes the appointment of Arthur
Andersen & Co., independent public accountants, to audit the accounts of the
Company for the fiscal year ending January 31, 1995. If the stockholders do not
appoint Arthur Andersen & Co., the selection of independent public accountants
will be made by the Board of Directors, and Arthur Andersen & Co. may at that
time be considered for such appointment.
Arthur Andersen & Co. has served as the Company's independent public
accountants continuously since 1973. Representatives of Arthur Andersen & Co.
will be present at the Annual Meeting of Stockholders and shall be accorded the
opportunity to make a statement if they so desire, and will also be available to
respond to appropriate questions from stockholders.
STOCKHOLDER PROPOSALS
To permit the Company and its stockholders to deal with stockholder
proposals in an informed and orderly manner, the Bylaws establish an advance
notice procedure with regard to the nomination (other than by or at the
direction of the Board of Directors) of candidates for election to the Board of
Directors and with regard to certain matters to be brought before an Annual
Meeting of Stockholders. In general, written notice must be received by the
Secretary of the Company not less than 20 days nor more than 60 days prior to
the meeting and must contain certain specified information concerning the person
to be nominated or the matters to be brought before the meeting as well as the
stockholder submitting the proposal. A copy of the applicable Bylaw provisions
may be obtained, without charge, upon written request to the Secretary of the
Company at the address set forth on page 1 of this Proxy Statement.
In order to be included in the proxy materials for the 1995 Annual Meeting,
stockholder proposals must be received by the Company on or before January 20,
1995.
OTHER MATTERS
The Board of Directors does not intend to bring any matter before the
Annual Meeting other than those mentioned above. However, if any other matters
should be properly presented to the meeting for action by the stockholders or
should otherwise come before the meeting, it is intended that the holders of the
proxies with discretionary authority to vote on such other matters will vote
thereon in their discretion.
By Order of the Board of Directors,
/s/ THOMAS P. BATTLE
-----------------------------------
THOMAS P. BATTLE
Secretary
18
<PAGE> 21
MITCHELL ENERGY & DEVELOPMENT CORP.
NOTICE OF
ANNUAL MEETING
JUNE 29, 1994
AND
PROXY STATEMENT
<PAGE> 22
MITCHELL ENERGY & DEVELOPMENT CORP.
PROXY SOLICITED BY BOARD OF DIRECTORS FOR
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 29, 1994
The undersigned hereby appoints Bernard F. Clark and Thomas B. Battle,
or either of them, as Proxies, with power of substitution, and authorizes them,
or either of them, to represent the undersigned at the Annual Meeting of
Stockholders of Mitchell Energy & Development Corp. to be held on June 29,
1994, or any adjournment thereof, and to vote as follows the number of shares
which the undersigned would be entitled to vote in personally present.
This Proxy will be voted in accordance with your instructions or, if no
instructions are indicated, will be voted for the election of all nominees as
directors, in favor of the appointment of Arthur Andersen & Co. as the
Company's independent public accountants, and in accordance with the discretion
of the person voting it with respect to any other business properly before the
meeting.
(Continued and to be signed on reverse side)
<PAGE> 23
/X/ Please mark your
votes as this
------------------ --------------------
CLASS A COMMON UNEXCHANGED COMMON
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL
NOMINEES IN PROPOSAL NO. 1 AND "FOR" PROPOSAL NO. 2
1. Election of Directors
FOR all nominees listed / / WITHHOLD AUTHORITY / /
(except as indicated to to vote for all
the contrary) nominees listed
Nominees: Robert W. Baldwin, Bernard F. Clark, William D. Eberle,
Shaker A. Khayatt, Ben F. Love, Walter A. Lubanko, George P. Mitchell,
J. Todd Mitchell, M. Kent Mitchell, Michael B. Morris, W. D. Stevens
and Raymond L. Watson.
To withhold authority to vote for any individual nominees, write that
nominee's name in the space provided below.
-------------------------------------------------------------------------
2. The appointment of Arthur Andersen & Co. FOR / / AGAINST / / ABSTAIN / /
as the Company's independent public
accountants
3. In their discretion, the Proxies are authorized to vote on such other
business as may properly come before the meeting
I PLAN TO ATTEND THE MEETING. / /
Please sign exactly as name appears
below. When signing as attorney,
executor, trustee, administrator,
guardian, or corporate official,
please give your full title as such.
Please sign, date and return the proxy
card promptly using the enclosed
envelope.
Dated: _________________________, 1994
Signature ____________________________
Signature ____________________________
