<PAGE>
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:
[ X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
__________________________________________________________________
ENSCO INTERNATIONAL INCORPORATED
__________________________________________________________________
WILLIAM S. CHADWICK, JR.
VICE PRESIDENT AND SECRETARY
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:
_________________________________________________________________
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:*
_________________________________________________________________
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 identifying the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_________________________________________________________________
2) Form, Schedule or Registration Statement No.:
_________________________________________________________________
3) Filing Party:
_________________________________________________________________
4) Date Filed:
_________________________________________________________________
<PAGE>
CARL F. THORNE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
March 27, 1997
Dear Fellow Stockholder:
On behalf of our Board of Directors, I cordially invite you to attend the
1997 Annual Meeting of Stockholders of ENSCO International Incorporated. The
Annual Meeting will be held at 10:00 a.m. on Tuesday, May 13, 1997 at the Hotel
Crescent Court, 400 Crescent Drive, Dallas, Texas. Your Board of Directors and
Officers look forward to greeting personally those stockholders able to attend.
At the Annual Meeting, stockholders will be asked to vote on the election
of two Class I Directors, to approve the amendment of Article 4 of the Restated
Certificate of Incorporation to increase the authorized common stock from 125
million shares to 250 million shares and to approve the appointment of the
Company's independent accountants. Each of the matters to be considered at the
Annual Meeting is described in detail in the attached Proxy Statement for the
Annual Meeting. Your Board of Directors recommends that you vote "For" the
proposals on the agenda.
Your vote is important. Whether or not you are able to attend the meeting,
I hope you will promptly sign and date the enclosed proxy card and return it in
the enclosed postage prepaid envelope. This will save your Company additional
expenses associated with soliciting proxies, as well as ensure that your shares
are represented. Please note that you may vote in person at the meeting even if
you have previously returned the proxy.
Sincerely,
Carl F. Thorne
Chairman of the Board
<PAGE>
ENSCO INTERNATIONAL INCORPORATED
2700 FOUNTAIN PLACE
1445 ROSS AVENUE
DALLAS, TEXAS 75202-2792
(214) 922-1500
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 1997
The Annual Meeting of Stockholders of ENSCO International Incorporated (the
"Company") will be held at the Hotel Crescent Court, 400 Crescent Drive, Dallas,
Texas, at 10:00 a.m., Dallas time, on Tuesday, May 13, 1997, to consider and
vote on:
1. The election of two Class I Directors, each for a three-year term;
2. The approval of the amendment of Article 4 of the Company's Restated
Certificate of Incorporation to increase the authorized common stock
from 125 million shares to 250 million shares;
3. To approve the appointment of Price Waterhouse LLP as the Company's
independent accountants for 1997; and
4. Such other business as may properly come before the Meeting.
Stockholders of record at the close of business on March 26, 1997, are
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. A list of all stockholders entitled to vote at the meeting is on file
at the executive offices of the Company, 2700 Fountain Place, 1445 Ross Avenue,
Dallas, Texas 75202-2792.
By Order of the Board of Directors
William S. Chadwick, Jr.
Vice President and Secretary
March 27, 1997
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY PROMPTLY.
1
<PAGE>
ENSCO INTERNATIONAL INCORPORATED
PROXY STATEMENT
The following information is submitted concerning the enclosed Proxy and
the matters to be acted upon under the authority thereof at the Annual Meeting
of Stockholders (the "Meeting") of ENSCO International Incorporated (the
"Company") to be held at the Hotel Crescent Court, 400 Crescent Drive, Dallas,
Texas, on the 13th day of May, 1997 at 10:00 a.m., Dallas time, or any
adjournment thereof, pursuant to the enclosed Notice of said Meeting. This
Proxy Statement and the enclosed Proxy are first being sent on or about March
31, 1997 to holders of the Company's shares of capital stock entitled to vote at
the Meeting (the "Stockholders").
VOTING AND PROXY
The enclosed Proxy is solicited on behalf of the Board of Directors of the
Company. It may be revoked by a Stockholder at any time prior to the exercise
thereof by filing with the Secretary of the Company a written revocation or duly
executed Proxy bearing a later date. The Proxy shall also be revoked if a
Stockholder is present at the Meeting and elects to vote in person.
Unless contrary instructions are indicated, all shares represented by
validly executed Proxies received pursuant to this solicitation (and which have
not been revoked before they are voted) will be voted:
1. FOR the election of the Class I nominees for Directors named herein;
2. FOR the approval of the amendment of Article 4 of the Company's
Restated Certificate of Incorporation to increase the authorized common
stock from 125 million shares to 250 million shares;
3. FOR the approval of the appointment of Price Waterhouse LLP as the
Company's independent accountants for 1997; and
4. In accordance with the recommendation of management as to any other
matters which may properly come before the Meeting.
In the event a Stockholder specifies a different choice by means of the
enclosed proxy, his shares will be voted in accordance with the specification so
made.
The cost of solicitation of proxies will be borne by the Company and, upon
request, the Company will reimburse brokers, dealers, banks and trustees, or
their nominees, for reasonable expenses incurred by them in forwarding proxy
material to and solicitation of proxies from beneficial owners of shares of
stock. In addition to the use of mail, regular employees or agents of the
Company may solicit proxies by telephone, telegram or other means of
communication.
2
<PAGE>
VOTING SECURITIES OUTSTANDING
The Stockholders entitled to vote at the Meeting are the holders of record
at the close of business on March 26, 1997 (the "Record Date") of the
approximate 70,867,020 outstanding shares of Common Stock of the Company. Each
outstanding share of Common Stock is entitled to one vote on each matter to come
before the Meeting. A list of all Stockholders entitled to vote is on file at
the executive offices of the Company, 1445 Ross Avenue, Suite 2700 Fountain
Place, Dallas, Texas 75202-2792. Only Stockholders of record on the books of
the Company on the Record Date will be entitled to vote at the Meeting.
For purposes of conducting the Meeting, the holders of at least a majority
of the stock issued and outstanding and entitled to vote at the Meeting shall
constitute a quorum. A holder of stock shall be treated as being present at the
Meeting if the holder of such stock is (i) present in person at the Meeting or
(ii) represented at the Meeting by a valid proxy, whether the instrument
granting such proxy is marked as casting a vote or abstaining, is left blank or
does not empower such proxy to vote with respect to some or all matters to be
voted upon at the Meeting. If a quorum is present at the Meeting, the election
of each nominee for Class I Director (Proposal 1) will be approved if the votes
cast in favor of the election of such nominee exceed the votes cast opposing the
election of such nominee. The proposal to approve the amendment of Article 4 of
the Company's Restated Certificate of Incorporation requires approval by holders
of a majority of the shares of Common Stock outstanding on the Record Date. The
appointment of Price Waterhouse LLP (Proposal 3) will be approved if a quorum is
present and the votes cast in favor of Proposal 3 exceed the votes cast opposing
Proposal 3.
As stated above, a validly executed proxy will be treated as a vote cast in
favor of the election of each Class I Director nominee, in favor of the
amendment of Article 4 of the Company's Restated Certificate of Incorporation
and in favor of the appointment of Price Waterhouse LLP unless contrary
instructions are indicated on the Proxy. The Company's Bylaws include provisions
specifically addressing the treatment of abstentions and non-votes by brokers.
In determining the number of votes cast, shares abstaining from voting on a
matter and shares that are indicated as not being voted on a matter by brokers
due to lack of discretionary authority will not be treated as votes cast with
respect to such matters.
OWNERSHIP OF VOTING SECURITIES
The following tables set forth certain information concerning the number of
shares of Common Stock owned beneficially as of February 28, 1997, by (i) each
person known to the Company to own more than 5 percent of the Company's Common
Stock (the only class of voting securities outstanding); (ii) each director of
the Company including employee directors; (iii) the three other most highly
compensated executive officers of the Company who are not also directors and
(iv) all directors and executive officers of the Company as a group.
CERTAIN BENEFICIAL OWNERS:
BENEFICIAL OWNERSHIP/(1)/
NAME AND ADDRESS ------------------------------
OF BENEFICIAL OWNER AMOUNT PERCENTAGE
--------------------------- --------------- -------------
FMR Corp. 9,209,187 /(2)/ 13.0%
82 Devonshire
Boston, MA 02109
Merrill Lynch Asset Management, Inc. 7,332,874 /(3)/ 10.3%
800 Scudders Mill Road
Plainsboro, NJ 08536
Richard E. Rainwater 3,740,826 /(4)/ 5.3%
777 Main Street, Suite 2700
Fort Worth, TX 76102
3
<PAGE>
MANAGEMENT:
BENEFICIAL OWNERSHIP/(1)/
NAME OF BENEFICIAL OWNER AND ----------------------------
PRINCIPAL POSITION AMOUNT PERCENTAGE
------------------------------------- ---------- --------------
Carl F. Thorne 944,345 /(5)/ 1.3%
Chairman, President and
Chief Executive Officer
Morton H. Meyerson 259,124 /(6)/ 0.4%
Director
Richard A. Wilson 109,318 /(7)/ 0.2%
Director, Senior Vice President and
Chief Operating Officer
C. Christopher Gaut 92,188 /(8)/ 0.1%
Vice President - Finance and
Chief Financial Officer
William S. Chadwick, Jr. 67,712 /(9)/ __ /(10)/
Vice President - Administration and
Secretary
Dillard S. Hammett 49,214 /(11)/ __ /(10)/
Director
Marshall Ballard 44,747 /(12)/ __ /(10)/
Vice President - Business Development
and Quality
Orville D. Gaither 33,009 /(13)/ __ /(10)/
Director
Thomas L. Kelly II 32,598 /(14)/ __ /(10)/
Director
Craig I. Fields 20,509 /(15)/ __ /(10)/
Director
Gerald W. Haddock 3,408 /(16)/ __ /(10)/
Director
All Directors and Executive Officers 1,735,098 /(17)/ 2.5%
as a Group (14 persons, including
those named above)
- ------------------
/1/ At February 28, 1997, there were approximately 70,867,020 shares of Common
Stock outstanding. Unless otherwise indicated, each person or group has
sole voting and dispositive power with respect to all shares.
/2/ Based upon Amendment No. 2 to Schedule 13G dated as of February 14, 1997,
filed with the Securities and Exchange Commission ("Commission"), FMR Corp.
may be deemed to be the beneficial owner of 9,209,187 shares (13.0 percent)
of the Common Stock of the Company.
/3/ Based upon Amendment No. 5 to Schedule 13G dated as of February 14, 1997,
filed with the Commission, Merrill Lynch & Co., Inc. may be deemed to be
the beneficial owner of 7,332,874 shares (10.3 percent) of the Common
Stock. Based upon the same amendment, Merrill Lynch Group, Inc., Princeton
Services, Inc., Merrill Lynch Asset Management, L.P. and Merrill Lynch
Growth Fund for Investment and Retirement may be deemed to be beneficial
owner of 7,300,000
4
<PAGE>
shares of Common Stock. Each of the reporting entities disclaims
beneficial ownership of all of the shares.
/4/ Based upon information supplied by Richard E. Rainwater's attorney, Mr.
Rainwater may be deemed to be the beneficial owner of 3,740,826 shares (5.3
percent) of the Common Stock. Includes 8,100 shares held by Mr. Rainwater's
spouse, as to all of which Mr. Rainwater disclaims beneficial ownership.
Does not include 391,530 shares held by Trusts for the benefit of Mr.
Rainwater's children, as to all of which Mr. Rainwater disclaims beneficial
ownership.
/5/ Includes 300,000 shares of restricted stock which vest at the rate of
75,000 shares per annum over a 10-year term, which commenced November 19,
1990. The restricted stock grant was approved by the Stockholders at the
Annual Meeting held on June 5, 1990. Also includes 1,166 shares held
indirectly under the ENSCO Savings Plan and SERP.
/6/ Includes 70,000 shares of Common Stock beneficially owned by various Trusts
as to all of which Mr. Meyerson disclaims beneficial ownership.
/7/ Includes 13,500 shares immediately issuable upon exercises of options and
25,000 shares of restricted stock of which 16,000 shares vest at the rate
of 2,000 shares per annum and 9,000 of which vest at the rate of 1,000
shares per annum. Also includes 551 shares held indirectly under the ENSCO
Savings Plan and SERP.
/8/ Includes 47,625 shares immediately issuable upon exercises of options and
24,000 shares of restricted stock of which 7,000 vest at the rate of 1,750
per annum, 8,000 vest at the rate of 1,000 per annum and 9,000 vest at the
rate of 1,000 per annum. Also includes 525 shares held indirectly under the
ENSCO Savings Plan and SERP.
/9/ Includes 14,125 shares immediately issuable upon exercises of options and
22,000 shares of restricted stock of which 8,000 vest at the rate of 1,000
shares per annum, 9,000 vest at the rate of 1,000 shares per annum and
5,000 vest at the rate of 500 shares per annum. Also includes 585 shares
held indirectly under the ENSCO Savings Plan and SERP.
/10/ Ownership is less than 0.1% of the Common Stock outstanding.
/11/ Includes 22,075 shares immediately issuable upon exercise of options.
/12/ Includes 28,250 shares immediately issuable upon exercises of options and
9,500 shares of restricted stock of which 5,000 vest at the rate of 2,500
per annum and 4,500 vest at the rate of 500 per annum. Also includes 1,750
shares owned by Mr. Ballard's wife, in respect of which Mr. Ballard
disclaims beneficial ownership, and 534 shares held indirectly under the
ENSCO Savings Plan and SERP.
/13/ Includes 25,500 shares immediately issuable upon exercise of options.
/14/ Includes 22,999.75 shares immediately issuable upon exercise of options.
/15/ Includes 15,500 shares immediately issuable upon exercise of options.
/16/ Includes 3,000 shares immediately issuable upon exercise of options.
/17/ Includes all shares owned individually by the above named officers and
directors, including 70,000 shares beneficially owned by various Trusts
established by Mr. Meyerson, 1,750 shares owned by Mr. Ballard's wife,
216,825 shares immediately issuable upon exercises of options, 403,000
shares of restricted stock, and 4,138 shares held indirectly under the
ENSCO Savings Plan and SERP.
5
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation, as amended, provides that the
Board of Directors of the Company, other than those members who may be elected
in specified circumstances by holders of preferred stock or indebtedness having
special rights to elect directors, is divided or "classified", with respect to
the time for which they individually hold office, into three classes ("Classes
I, II and III"), consisting of, as nearly as possible, one third of the entire
Board. The Company's Board of Directors is currently fixed at eight members.
Each Director holds office for a term ending on the date of the third annual
meeting following the annual meeting at which such director was elected. The
current term for Class I Directors will expire at the 1997 Annual Meeting of
Stockholders. The current term for Class III and Class II Directors will expire
at the 1998 and 1999 Annual Meetings of Stockholders, respectively.
Two Class I Directors are to be elected at the Meeting. The Board of
Directors urges you to vote FOR the election of the individuals who have been
nominated to serve as Class I Directors. It is intended that each validly
executed proxy solicited hereby will be voted FOR the election of the nominees
for Class I Directors listed below, unless a contrary instruction has been
indicated on such proxy. If, at the time of the 1997 Annual Meeting of
Stockholders, any of the nominees should be unable or decline to serve, the
discretionary authority provided in the proxy will be used to vote for a
substitute or substitutes as may be designated by the Board of Directors. The
Board of Directors has no reason to believe that any substitute nominee or
nominees will be required.
NOMINEES
- --------
Class I Directors
- -----------------
GERALD W. HADDOCK; AGE 49, PRESIDENT AND CHIEF EXECUTIVE OFFICER, CRESCENT REAL
ESTATE EQUITIES COMPANY
Mr. Haddock has been a Director of the Company since December 1986. He has
served as Chief Executive Officer of Crescent Real Estate Equities Company since
December 1996. He has served as a director of that company since May 1994 and
was Chief Operating Officer from May 1994 until December 1996. Between July
1990 and December 1993, Mr. Haddock was a partner in the law firm of Jackson &
Walker, L.L.P and of counsel to Jackson & Walker, L.L.P. from January 1994
through April 1994. Prior to joining Jackson & Walker, L.L.P., Mr. Haddock was
a director and shareholder in the law firm of Kelly, Hart & Hallman. Mr.
Haddock is a director of AmeriCredit Corporation. Mr. Haddock holds a Bachelor
of Business Administration Degree from Baylor University, a Juris Doctorate
Degree from Baylor University College of Law and a Master of Taxation Degree
from New York University. He lives in Fort Worth, Texas. Mr. Haddock is
chairman of the Audit Committee.
CARL F. THORNE; AGE 56; CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE
COMPANY
Mr. Thorne has been a Director of the Company since December 1986. He was
elected President and Chief Executive Officer of the Company in May 1987 and was
elected Chairman of the Board of Directors in November 1987. Mr. Thorne holds a
Bachelor of Science Degree in Petroleum Engineering from the University of Texas
and a Juris Doctorate Degree from Baylor University College of Law. He lives in
Dallas, Texas.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
ELECTION OF EACH OF THE NOMINEES FOR CLASS I DIRECTORS NAMED ABOVE.
6
<PAGE>
Continuing Directors
- --------------------
Class II Directors
- ------------------
CRAIG I. FIELDS; AGE 50; VICE CHAIRMAN, ALLIANCE GAMING CORPORATION
Dr. Fields has been a Director of the Company since March 1992. He assumed
his current position with Alliance Gaming Corporation in September 1994. From
1990 through August 1994, Dr. Fields was Chairman and Chief Executive Officer of
Microelectronics and Computer Technology Corp. Between 1974 and 1990, Dr.
Fields served the Defense Advanced Research Projects Agency, a research division
of the office of Secretary of Defense, as a director and currently serves as a
director of Projectavision, Inc. Dr. Fields holds a Bachelor of Science Degree
in Physics from the Massachusetts Institute of Technology and a Ph.D. from
Rockefeller University. He lives in Washington, D.C. Dr. Fields is a member of
the Audit Committee.
MORTON H. MEYERSON; AGE 58; CHAIRMAN, PEROT SYSTEMS
Mr. Meyerson has been a Director of the Company since September 1987. Mr.
Meyerson assumed the present position with Perot Systems in September 1996. In
addition, from June 1992 until September 1996, Mr. Meyerson also served as Chief
Executive Officer of Perot Systems. From May 1986 to June 1992, Mr. Meyerson
was a private investor. Mr. Meyerson serves as Vice Chairman of The National
Parks Foundation and is a director of Crescent Real Estate Equities, Inc.,
Safelite Glass Corporation, Stream International, Inc. and AudioNet, Inc. Mr.
Meyerson holds Bachelor of Arts Degrees in Economics and Philosophy from the
University of Texas. He lives in Dallas, Texas. Mr. Meyerson is chairman of
the Nominating and Compensation Committee.
RICHARD A. WILSON; AGE 59; SENIOR VICE PRESIDENT AND CHIEF OPERATING OFFICER OF
THE COMPANY
Mr. Wilson has been a Director of the Company since June 1990. Mr. Wilson
joined the Company in July 1988 and was elected President of ENSCO Drilling
Company in August 1988. Mr. Wilson was elected Senior Vice President -
Operations of the Company in October 1989 and to his present position in June
1991. Mr. Wilson holds a Bachelor of Science Degree in Petroleum Engineering
from the University of Wyoming. He lives in Dallas, Texas.
Class III Directors
- -------------------
ORVILLE D. GAITHER, SR.; AGE 70; CHAIRMAN AND CHIEF EXECUTIVE OFFICER, GAITHER
PETROLEUM CORPORATION
Mr. Gaither has been a Director of the Company since March 1992. Mr. Gaither
has served Gaither Petroleum Corporation in his present capacity since May 1991.
Prior to May 1991, Mr. Gaither was employed by Amoco Production Company for 42
years, most recently as President of the Africa and Middle East Region,
responsible for Amoco's petroleum operations in 17 countries. Mr. Gaither is a
director of Grant Geophysical Corporation, an international geophysical
acquisition company. Mr. Gaither holds a Bachelor of Science Degree in
Mechanical Engineering from Rice University, a Master of Science Degree in
Petroleum Engineering from the University of Houston and is a graduate of the
Senior Executive Program of Stanford University. He lives in Houston, Texas.
Mr. Gaither is a member of the Audit Committee.
7
<PAGE>
DILLARD S. HAMMETT; AGE 66; CONSULTANT
Mr. Hammett has been a Director of the Company since September 1987. From
July 1987 to December 1991, Mr. Hammett was Vice President - Technical and
Marketing of the Company. In January 1992, Mr. Hammett took a leave of absence
from his Vice President position and retired from the Company in December 1992.
Mr. Hammett holds a Bachelor of Science Degree in Civil Engineering from the
University of Oklahoma. He lives in Dallas, Texas. Mr. Hammett is a member of
the Nominating and Compensation Committee.
THOMAS L. KELLY II; AGE 38; GENERAL PARTNER OF CHB CAPITAL PARTNERS
Mr. Kelly has been a Director of the Company since September 1987. He has
been a General Partner of CHB Capital Partners since July 1994. From May 1987
through June 1994, Mr. Kelly was a private investor. Mr. Kelly holds a Bachelor
of Arts Degree in Economics and a Bachelor of Science Degree in Administrative
Science from Yale University and a Master of Business Administration Degree from
Harvard University. He lives in Denver, Colorado. Mr. Kelly is a member of the
Nominating and Compensation Committee.
MEETINGS AND COMMITTEES OF THE BOARD
BOARD OF DIRECTORS
The Board of Directors met four times during the year ended December 31,
1996. During 1996, each incumbent Director, other than Mr. Haddock, attended
75% or more of the meetings held by the Board and the committees of which he was
a member. The Board of Directors has two standing committees: the Audit
Committee and the Nominating and Compensation Committee.
AUDIT COMMITTEE
The Company's Audit Committee recommends a firm of independent accountants to
examine the consolidated financial statements of the Company, reviews the
general scope of services to be rendered by the independent accountants, reviews
the financial condition and results of operations of the Company and makes
inquiries as to the adequacy of the Company's financial and accounting controls.
The Audit Committee met three times in 1996.
NOMINATING AND COMPENSATION COMMITTEE
The principal functions of the Nominating and Compensation Committee are to
recommend officers of the Company, to select nominees for the Board of Directors
and committees of the Board and to review and approve employee compensation
matters, including matters regarding the Company's various benefit plans. The
names of potential Director candidates are drawn from a number of sources,
including recommendations from members of the Board, management and
stockholders. Stockholders wishing to recommend Board nominees should submit
their recommendations in writing to the Secretary of the Company, with the
submitting Stockholder's name and address and pertinent information about the
proposed nominee similar to that set forth for the nominees named herein. A
Stockholder intending to nominate an individual as a director at an annual
meeting, rather than recommend the individual to the Company for consideration
as a nominee, must comply with the advance notice requirements set forth in the
Company's Bylaws. The Nominating and Compensation Committee met four times
during 1996 and acted once by unanimous written consent.
8
<PAGE>
COMPENSATION OF NON-EMPLOYEE DIRECTORS
Each non-employee Director receives annual compensation of $24,000 per year,
payable quarterly, one-half in cash and one-half in shares of Common Stock.
Additionally, each non-employee Director receives $1,000 in cash for each Board
of Director and committee meeting attended. Any non-employee Director that
serves the Company as Chairman of the Board of Directors, Chairman of the
Nominating and Compensation Committee or Chairman of the Audit Committee also
receives an additional $500 in cash for each meeting at which the Director acts
as Chairman. Non-employee Directors are also eligible to participate in the
Company's group medical and dental insurance plan on the same basis as full-time
Company employees. A non-employee Director's contribution to group medical and
dental insurance premium costs is withheld from the quarterly payments of the
Director's annual retainer. Directors who are also employees of the Company do
not receive any additional compensation for their services as Directors.
The number of shares of Common Stock issued quarterly as part of the annual
compensation to each non-employee Director is determined in accordance with the
ENSCO Incentive Plan by dividing into $3,000 the average of the high and low
prices of the Common Stock on the New York Stock Exchange on the first business
day of each quarter. Thus, in 1996 Messrs. Fields, Gaither, Haddock, Hammett,
Kelly and Meyerson each received 429 shares of Common Stock at an average price
of between $22 and $32.94 per share. The shares granted pursuant to this
provision are counted against the limit of 125,000 shares which may be granted
under the ENSCO Incentive Plan to each non-employee Director.
In May, 1996, the Stockholders approved the Company's 1996 Non-Employee
Directors Stock Option Plan ("Directors' Plan") which was adopted by the Board
of Directors on February 21, 1996. Under the Directors' Plan, 300,000 shares of
Common Stock are reserved for issuance. Pursuant to the Directors' Plan, non-
employee Directors are granted options to purchase shares of Common Stock as
follows: (a) each non-employee Director elected after February 21, 1996 who has
not previously served as a Director shall be granted an option, effective as of
the date of the annual Stockholders meeting at which such Director is elected to
purchase 7,500 shares of Common Stock and (b) each other non-employee Director
elected at, or continuing to serve following, each annual Stockholders meeting,
commencing with the 1996 Annual Meeting, shall be granted an option to purchase
3,000 shares of Common Stock. Each of Messrs. Fields, Gaither, Haddock,
Hammett, Kelly and Meyerson was granted options to purchase 3,000 shares of
Common Stock on May 21, 1996 at an exercise price of $30.13 per share. Each
shall receive on May 13, 1997 an option to purchase 3,000 shares at an exercise
price per share equal to the average of the high and low selling price of Common
Stock on that date.
9
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth a summary of all compensation, including cash
and other forms of remuneration, paid through March 1, 1997, for services
rendered in all capacities to the Company during 1996, to the chief executive
officer and the four other most highly compensated executive officers of the
Company as to whom the total cash compensation paid through such date exceeded
$100,000. The table also includes a summary of all compensation, including cash
and other forms of remuneration, paid to these named individuals for the years
1995 and 1994.
SUMMARY COMPENSATION TABLE
--------------------------
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------- ------------------------------------
AWARDS PAYOUTS
OTHER ------------------------ ------- ALL
ANNUAL RESTRICTED OTHER
COMPEN- STOCK LTIP COMPEN-
NAME AND PRINCIPAL SALARY BONUS SATION AWARD OPTIONS PAYOUTS SATION
POSITION YEAR ($) ($)/1/ ($)/2/ ($)/3/ (#)/4/ ($)/5/ ($)/6/
------------------------- ---- ------- ------- -------- ---------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Carl F. Thorne 1996 405,000 408,747 N/A N/A N/A N/A 30,521
President and 1995 367,500 193,244 N/A N/A 100,000 N/A 17,811
Chief Executive Officer 1994 350,000 87,500 N/A N/A N/A N/A 8,032
Richard A. Wilson 1996 211,500 188,410 N/A N/A N/A N/A 20,627
Senior Vice President and 1995 189,000 66,255 N/A 163,125 30,000 N/A 12,067
Chief Operating Officer 1994 175,833 36,000 N/A 313,750 12,000 N/A 6,786
Marshall Ballard 1996 172,800 53,046 N/A N/A N/A N/A 18,253
Vice President - 1995 162,800 39,898 N/A 81,563 20,000 N/A 10,449
Business Development 1994 155,000 17,964 N/A N/A 9,000 N/A 5,033
and Quality
C. Christopher Gaut 1996 167,250 160,168 N/A N/A N/A N/A 16,837
Vice President - Finance 1995 152,250 56,041 N/A 163,125 25,000 N/A 8,646
and Chief Financial 1994 141,667 25,375 N/A 156,875 9,000 N/A 3,811
Officer
William S. Chadwick, Jr. 1996 147,250 147,152 N/A 148,125 N/A N/A 16,315
Vice President - 1995 132,250 36,455 N/A 163,125 25,000 N/A 7,961
Administration and 1994 122,000 30,852 N/A 156,875 9,000 N/A 3,649
Secretary
</TABLE>
- ---------------------------
N/A - Not Applicable.
/1/ Bonuses awarded with respect to 1996 are payable as follows: 50% of the
amount awarded was paid in March, 1997 and the remainder will become
payable in two equal installments on or after February 21, 1998 and
February 21, 1999 provided the officer remains employed by the Company at
such date.
/2/ The aggregate amount of perquisites and other personal benefits for any
named executive does not exceed $50,000 or 10% of the total annual salary
and bonus for any such named executive and is, therefore, not reflected in
the table.
/3/ The amounts disclosed in this column, if any, represent the value of
restricted common stock awards on the date of grant. The restricted stock
awards have vesting schedules of either five or ten years and vest based on
the passage of time and the continued employment of the named executive.
10
<PAGE>
The total number of shares of unvested restricted stock held as of December
31, 1996, and the value of such shares at the end of 1996 is as follows:
Mr. Thorne, 300,000 shares ($14,550,000), all of which vest at the rate of
75,000 shares per year; Mr. Wilson, 25,000 shares ($1,212,500), 16,000 of
which vest at the rate of 2,000 per year and 9,000 of which vest at the
rate of 1,000 per year; Mr. Ballard, 9,500 shares ($460,750 ), 5,000 of
which vest at the rate of 2,500 per year and 4,500 of which vest at the
rate of 500 per year; Mr. Gaut, 24,000 shares ($1,164,000), 7,000 of which
vest at the rate of 1,750 per year, 8,000 of which vest at the rate of
1,000 per year and 9,000 of which vest at the rate of 1,000 per year; Mr.
Chadwick, 22,000 shares ($1,067,000) of which 8,000 vest at the rate of
1,000 per year, 9,000 of which vest at the rate of 1,000 per year and 5,000
of which vest at the rate of 500 per annum. The Company does not pay
dividends on its common stock.
/4/ Amounts in this column represent options to acquire shares of the Company's
Common Stock. The Company does not have SARs.
/5/ The Company does not maintain any long-term incentive plans.
/6/ The amounts in this column for 1996 include premiums paid for group term
life insurance as follows: Mr. Thorne, $5,846; Mr. Wilson, $3,357; Mr.
Ballard, $ 1,705; Mr. Gaut, $484; and Mr. Chadwick, $853. The amounts
include the Company's contributions to the ENSCO Savings Plan as follows:
Mr. Thorne, $8,100; Mr. Wilson, $6,241; Mr. Ballard, $5,184; Mr. Gaut,
$5,017 ; and Mr. Chadwick, $4,418. The amounts include the Company's
contributions to the Profit Sharing Plan and SERP as follows: Mr. Thorne,
$10,500 and $6,075; Mr. Wilson, $10,500 and $529; Mr. Ballard, $10,500 and
$864; Mr. Gaut, $10,500 and $836; and Mr. Chadwick, $10,308 and $736.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
Potential Realized Value at
NUMBER OF % OF TOTAL Assumed Rates of Stock Price
SECURITIES OPTIONS Appreciation for Option Term
UNDERLYING GRANTED TO EXERCISE OR ----------------------------
OPTIONS EMPLOYEES IN BASE PRICE 5% 10%
NAME GRANTED # FISCAL YEAR ($ PER SHARE) EXPIRATION DATE ($) ($)
- -------------------------- ---------- ------------ ------------- -------------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Carl F. Thorne -0- N/A N/A N/A N/A N/A
Richard A. Wilson -0- N/A N/A N/A N/A N/A
Marshall Ballard -0- N/A N/A N/A N/A N/A
C. Christopher Gaut -0- N/A N/A N/A N/A N/A
William S. Chadwick, Jr. -0- N/A N/A N/A N/A N/A
- --------------------------
</TABLE>
11
<PAGE>
The following table sets forth information regarding aggregated option
exercises in 1996, the number of unexercised options divided into those that
were exercisable and those that were unexercisable, and the value of the in-the-
money options divided into those that were exercisable and those that were
unexercisable at December 31, 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
---------------------------------
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED OPTIONS VALUE OF UNEXERCISED IN-THE-MONEY
AT DECEMBER 31, 1996 OPTIONS AT DECEMBER 31, 1996
SHARES ----------------------------- ---------------------------------
ACQUIRED ON VALUE
EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------ ------------ ------------- -------------- --------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Carl F. Thorne N/A N/A 25,000 75,000 $ 804,688 $2,414,063
Richard A. Wilson 6,250 188,281 32,250 34,750 1,122,656 1,149,219
Marshall Ballard N/A N/A 28,250 25,750 992,969 858,593
C. Christopher Gaut N/A N/A 47,625 28,875 1,839,765 956,485
William S. Chadwick, Jr. 22,500 815,625 20,125 26,375 691,016 865,234
</TABLE>
- -------------------------
N/A - Not Applicable.
The Company does not maintain a long term incentive plan based on
performance goals for executive officers. Therefore, the summary table of Long
Term Incentive Plan Awards in Last Fiscal Year as required under the executive
compensation disclosure rules of the Securities and Exchange Commission has not
been included. Also, the Company does not maintain a defined benefit or
actuarial pension plan for any of the named executive officers. Therefore, a
table on Pension Plan Benefits has not been included.
REPORT OF THE NOMINATING AND COMPENSATION COMMITTEE
COMPENSATION PHILOSOPHY AND OBJECTIVES. The philosophy of the Company's
compensation program is to employ, retain and reward executives capable of
leading the Company in achieving its business objectives. These objectives
include the preservation of a strong financial posture, increasing the assets of
the Company, positioning the Company's assets and business segments in
geographic and industry markets offering long term growth opportunities, and the
enhancement of stockholder value through superior long term profitability
relative to the Company's competitors. The accomplishment of these objectives
is measured against the conditions characterizing the industry within which the
Company operates.
EXECUTIVE OFFICER COMPENSATION. In addition to their regular salary,
executive officers of the Company may be compensated in the form of cash bonus
awards, incentive stock grants and stock options under the ENSCO Incentive Plan,
and profit sharing awards, in cash or stock, under the ENSCO Savings Plan.
Executive officers are also eligible to participate in the employer matching
provision of the ENSCO Savings Plan, whereby employees may save for their future
retirement on a tax-deferred basis with the Company contributing an additional
percentage of the amount saved by each employee. During 1996, the maximum
Company matching contribution available to officers and other employees was 3.5%
of salary. This maximum was increased to 4.5% effective January 1, 1997. In
the past, the Committee has utilized all of the foregoing forms of compensation,
except for profit sharing stock grants, to retain, reward and provide incentives
to the executive officers of the Company.
Base salaries paid to executive officers of the Company are generally in
the mid-range of those paid by the Company's competitors. Changes in base
salary compensation for this group during 1996 were targeted on bringing this
element of compensation up to the midpoint of the competitive market. Effective
January 1, 1996, the Company implemented the Key Employees' Incentive
Compensation
12
<PAGE>
Plan, which links the cash compensation of the management of the Company
directly to financial performance and certain other goals and objectives related
to enhancement of stockholder value. Among the performance measurement criteria
utilized under this Plan are stock price appreciation, return on capital
employed, operating margins and general and administrative expense levels
relative to competitors, and safety. In accordance with the terms of the Plan,
the Company paid cash bonuses to executive officers and other key management
personnel in 1997, relative to 1996 performance. Bonuses paid under the Plan
vest over three years. Based upon an independent survey performed during 1996,
total cash compensation paid to executive officers, including base salaries and
bonuses, was generally in the mid range of that paid by the Company's
competitors.
An additional long-standing objective of the Committee has been to reward
executive officers with equity compensation in addition to salary, in keeping
with the Company's overall compensation philosophy of placing equity in the
hands of its employees in an effort to further instill stockholder
considerations and values in the actions of all employees and executive
officers. Incentive stock options and incentive stock grants were used in 1995
and previous years to reward and provide incentives to executive officers and to
retain them through the potential of capital gains and equity buildup. Because
such awards vest over a number of years and are therefore long term in nature,
few equity awards were made to executive officers during 1996. The Committee
will continue to review, on an annual basis, the equity participation awards
outstanding to the executive officers of the Company, and will consider
additional awards from time to time, based upon the philosophy stated above, the
financial performance of the Company and the committee's subjective evaluation
of each executive's ability to influence the Company's long term growth and
profitability. Because the value of stock options and stock grants should, over
time, bear a direct relationship to the Company's stock price, the Committee
believes the award of options and grants represents an effective incentive to
create value for stockholders.
CEO COMPENSATION. The CEO's salary is reviewed once annually, consistent
with the Company's salary administration policy for all employees. Adjustments
are considered by the Committee based upon the Company's financial and stock
price performance, its progress in achieving specified business objectives and
with regard to the salaries paid to CEO's of the Company's competitors.
Effective July 1, 1996, based upon the foregoing performance criteria, the CEO's
salary was increased from $385,000 to $425,000.
In accordance with the terms of the Key Employees' Incentive Compensation
Plan, the CEO received an incentive bonus of $408,747 in 1997 relative to 1996
performance. The performance objectives established for the CEO under the Key
Employees' Incentive Compensation Plan include stock price appreciation, return
on capital employed, margins and general and administrative expense levels
relative to competitors, and the Company's safety record. All bonuses awarded
vest over three years.
No equity awards were granted to the CEO during 1996.
The Committee has adopted a policy that any future compensation in excess
of $ 1 million must be performance based. The Committee does not intend to pay
compensation which is not deductible for federal tax purposes.
Nominating and Compensation Committee
Morton H. Meyerson, Chairman
Dillard S. Hammett
Thomas L. Kelly II
February 25, 1997
13
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 1989, Mr. Meyerson, chairman of the Nominating and Compensation
Committee, purchased 168,750 shares of Common Stock from the Company pursuant to
a note in the amount of $675,000. In February 1991, the Board of Directors
approved the forgiveness of unpaid interest accrued on the note through March
1991, and agreed that future interest on the note shall be waived so long as Mr.
Meyerson is a director. Pursuant to that arrangement, the Company forgave Mr.
Meyerson $56,295 of unpaid accrued interest in 1996. In January, 1997, the
Company and Mr. Meyerson agreed to cancel the note. Mr. Meyerson delivered to
the Company 35,752 shares of the Company's Common Stock in connection with the
cancellation of the note and payment of $237,639 to Mr. Meyerson by the Company.
On the closing date of the transaction, the closing price of the Company's
Common Stock was $57.00 per share.
14
<PAGE>
PERFORMANCE GRAPHS - COMPARISON OF FIVE YEAR
CUMULATIVE TOTAL RETURNS
The chart below presents a comparison of the five year cumulative total
return, assuming $100 invested on December 31, 1991 and the reinvestment of
dividends, for the Company's Common Stock, the Standard & Poor's 500 Stock Price
Index and the Dow Jones Oil Drilling Index.*
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
ENSCO International 100 82 245 225 418 882
Incorporated
S&P 500 100 108 118 120 165 203
D J Oil Drilling 100 111 155 131 227 407
* The Dow Jones Oil Drilling Index is comprised of the following companies:
Global Marine, Inc., Rowan Companies, Inc., Helmerich & Payne, Inc., Nabors
Industries, Inc., ENSCO International Incorporated and Parker Drilling
Company.
15
<PAGE>
PROPOSAL 2
APPROVAL OF THE AMENDMENT OF ARTICLE 4
OF THE RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors has approved an amendment ("Amendment") to Article 4
of the Company's Restated Certificate of Incorporation ("Certificate") to
increase the authorized common stock from 125 million to 250 million shares.
Pursuant to the Amendment, the first paragraph of Article 4 of the Certificate
will be amended to read as follows:
The aggregate number of shares of stock which the corporation shall
have the authority to issue is 270,000,000 shares, of which 5,000,000 shall
be First Preferred Stock, par value $1.00 per share ("First Preferred
Stock"), 15,000,000 shall be Serial Preferred Stock, par value $1.00 per
share ("Serial Preferred Stock") and 250,000,000 shall be Common Stock, par
value $.10 per share ("Common Stock").
Pursuant to the Amendment, Section A of Article 4 of the Certificate will be
amended to read as follows:
A. COMMON STOCK. The Board of Directors of the corporation is hereby
------------
expressly vested with authority to issue 250 million shares of common stock,
par value $.10 per share, from time to time. Common shares, upon issuance,
shall be fully paid and non-assessable. Such dividends (payable cash, stock
or otherwise) as may be determined by the Board of Directors may be declared
on the common stock from time to time out of any funds legally available
therefor. In the event of any voluntary or involuntary liquidation,
dissolution of winding-up of the affairs of the corporation, the remaining
assets and funds of the corporation available for distribution to the
holders of common shares shall be distributed to the holders of the common
shares according to their respective shares.
As of February 28, 1997, there were 125 million shares of common stock
authorized, of which approximately 70,867,020 million shares were issued and
outstanding and 6,380,527 held in treasury.
The Amendment will authorize an additional 125 million shares of common
stock. The Board believes it is desirable to have the additional shares of
common stock available for possible future acquisitions, financings, stock
dividends, stock splits, or other stock distributions, none of which is
anticipated at this time. Although the Company is frequently engaged in
discussions relating to potential acquisitions, there are no present agreements
or discussions which would require the issuance of any of the additional shares
to be authorized.
The holders of the Company's common stock do not have preemptive rights to
purchase any shares of authorized capital stock of the Company. The Board of
Directors may authorize the issuance of such shares without further stockholder
approval, except to the extent that stockholder approval may be required to meet
certain requirements of the Internal Revenue Code of 1986, as amended, in
connection with employee benefit plans and of the New York Stock Exchange in
connection with the listing of additional shares.
An increase in the authorized shares of stock could, under certain
circumstances, have an anti-takeover effect by, for example, allowing issuance
of stock that would dilute the stock ownership of a person seeking to effect a
change in the composition of the Board of Directors or contemplating a tender
offer or other transaction for the combination of the Company with another
company. However, the proposal to amend the Articles is not in response to any
effort of which the Company is aware to accumulate the Company's stock or obtain
control of the Company, nor is it part of a plan by management to recommend a
series of similar amendments to the Board of Directors and stockholders. The
Board does not presently contemplate recommending the adoption of any other
amendments to the Articles which could be construed to affect the ability of
third parties to take over or change control of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE AMENDMENT
OF ARTICLE 4 OF THE RESTATED CERTIFICATE OF INCORPORATION
16
<PAGE>
PROPOSAL 3
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors has
approved the appointment of Price Waterhouse LLP as the Company's independent
accountants for the year ending December 31, 1997.
Representatives of Price Waterhouse LLP will attend the Meeting and will be
provided with the opportunity to make a statement if they so desire and to
respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE APPOINTMENT OF
PRICE WATERHOUSE LLP AS INDEPENDENT ACCOUNTANTS.
GENERAL AND OTHER MATTERS
The Company believes that Proposals 1, 2 and 3 are the only matters that
will be brought before the Meeting. However, if other matters are properly
presented at the Meeting, it is intended that the persons named in the
accompanying Proxy will vote in accordance with their best judgment on such
matters.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's executive officers and directors are required under the
Securities Exchange Act of 1934 to file reports of ownership and changes in
ownership in the company's common stock with the Securities and Exchange
Commission and the New York Stock Exchange. Copies of those reports must also
be furnished to the Company. The Company believes that during the year ended
December 31, 1996, its officers, directors and holders of more than 10% of the
Company's common stock complied with all Section 16(a) filing requirements, with
the following exceptions: Marshall Ballard, an executive officer, reported in
March 1996 on Form 4 a purchase by his wife of 1,000 shares on January 20, 1996
and Frank Williford, an executive officer, reported in April 1996 on Form 4 a
grant of 10,000 share option to purchase common stock awarded in February 1996.
INFORMATION CONCERNING STOCKHOLDER PROPOSALS
A holder of the Company's securities intending to present a proposal at the
1998 Annual Meeting must deliver such proposal, in writing, to the Company's
principal executive offices no later than November 27, 1997. The proposal
should be delivered to the Company by Certified Mail-Return Receipt Requested.
A copy of the Company's Annual Report to Stockholders for the year ended
December 31, 1996 has been, or is being, mailed to Stockholders with the Proxy
Statement. The Annual Report to Stockholders does not constitute a part of the
proxy soliciting material.
Whether or not you intend to be present at the Meeting, you are urged to
return your Proxy promptly. If you are present at the Meeting and wish to vote
your stock in person, your Proxy shall, at your request, be returned to you at
the Meeting.
17
<PAGE>
PROXY CARD
_ _ _ _ _ _ _ _ _ _
PROXY
ENSCO INTERNATIONAL INCORPORATED
Board of Directors Proxy for the Annual Meeting
of Stockholders at 10:00 a.m., Tuesday, May 13, 1997
Hotel Crescent Court, 400 Crescent Drive
Dallas, Texas 75201
The undersigned stockholder of ENSCO International Incorporated (the "Company")
hereby appoints Carl F. Thorne and C. Christopher Gaut or either of them, as
proxies, each with full power of substitution, to vote the shares of the
undersigned at the above-stated Annual Meeting and at any adjournment(s)
thereof:
(Please sign on the reverse side)
[X] Please mark your votes as in this example.
FOR all nominees
named at the right
(except as provided to
the contrary below.)
1. Election of For Against Abstain
Class I
Directors [ ] [ ] [ ]
Nominees: Gerald W. Haddock
Carl F. Thorne
(INSTRUCTION: To vote against any individual
nominee, strike a line through the nominee's
name in the list at right.)
For Against Abstain
2. Approval of the Amendment of Article 4
of the Company's Restated Certificate
of Incorporation [ ] [ ] [ ]
For Against Abstain
3. Approval of the appointment of Price
Waterhouse LLP as independent
accountants for 1997. [ ] [ ] [ ]
4. On any other business that may properly come before the meeting, in the
discretion of the proxies; hereby revoking any proxy or proxies heretofore
given by the undersigned.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED IN
ACCORDANCE WITH THE SPECIFICATIONS MADE HEREIN. IF A CHOICE IS NOT INDICATED
WITH RESPECT TO ITEMS (1), (2) AND (3), THIS PROXY WILL BE VOTED "FOR" SUCH
ITEMS. THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTER REFERRED
TO IN ITEM (4). THIS PROXY IS REVOCABLE AT ANY TIME BEFORE IT IS EXERCISED.
PLEASE SIGN, DATE AND MAIL TODAY.
Change of Address/Comments
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signature of Stockholder(s)
- ----------------------------------- -----------------------------------
(Signature of Held Jointly)
Date: ____________________ 1997
Joint owners must EACH sign. Please sign EXACTLY as your name(s) appear(s) on
this card. When signing as attorney, trustee, executor, administrator, guardian
or corporate officer, please give your FULL title.)
