SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
BELLWETHER EXPLORATION COMPANY
(Name of Registrant as Specified in its Charter)
_____________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
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June 13, 1997
Dear Stockholder,
You are cordially invited to attend the Special Meeting of Stockholders of
Bellwether Exploration Company which will be held at 1331 Lamar, Suite 1455,
Houston, Texas, on Monday, July 14, 1997 at 10:00 a.m. Central Daylight Time.
The Notice of the Special Meeting and Proxy Statement which are attached
provide information concerning the matters to be considered at the meeting.
It is important that your shares be represented at the meeting, regardless
of the size of your holdings. We urge you to return the signed proxy in the
enclosed envelope as soon as possible. If you do attend the meeting in person,
you may withdraw your proxy and vote your stock if you so desire. We value your
opinions and encourage you to participate in the meeting by voting your proxy.
Very truly yours,
J. Darby Sere
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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BELLWETHER EXPLORATION COMPANY
1331 LAMAR, SUITE 1455
HOUSTON, TEXAS 77010
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 14, 1997
TO THE STOCKHOLDERS OF
BELLWETHER EXPLORATION COMPANY (THE "COMPANY"):
Notice is hereby given that the Special Meeting of Stockholders (the
"Meeting") of the Company will be held on Monday, July 14, 1997, at 10:00 a.m.,
Central Daylight Time, at 1331 Lamar, Suite 1455, Houston, Texas 77010, for the
following purposes:
1. To consider and vote upon the proposal to amend the Company's
Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 15,000,000 to 30,000,000.
2. To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.
Stockholders of record at the close of business on May 30, 1997 will be
entitled to notice of and to vote at the Meeting, or any adjournment or
adjournments thereof.
Stockholders are cordially invited to attend the Meeting in person. Those
individuals who will not attend and who wish their stock voted are requested to
sign, date and mail promptly the enclosed proxy for which a postage-prepaid
return envelope is provided.
By Order of the Board of Directors;
Roland E. Sledge
SECRETARY
Houston, Texas
July 13, 1997
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. IF YOU CANNOT
ATTEND, PLEASE SIGN AND DATE THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY
IN THE RETURN ENVELOPE ENCLOSED FOR YOUR USE. NO POSTAGE IS REQUIRED IF THE
ENVELOPE IS MAILED IN THE UNITED STATES.
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BELLWETHER EXPLORATION COMPANY
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 14, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Bellwether Exploration Company, a Delaware
corporation (the "Company"), for use at the Company's Special Meeting of
Stockholders to be held on Monday, July 14, 1997, at 10:00 a.m. Central Daylight
Time (the "Meeting") and at any and all adjournments and postponements of the
Meeting. The Meeting will be held at 1331 Lamar, Suite 1455, Houston, Texas
77010 for the purpose of voting on the proposed amendment to the Company's
Certificate of Incorporation described in this Proxy Statement and the
accompanying Notice of Special Meeting of Stockholders. This Proxy Statement and
the accompanying form of proxy will be mailed to stockholders on or about June
13, 1997.
The cost of preparing, assembling and mailing the Notice of Special
Meeting of Stockholders, Proxy Statement and form of proxy and the cost of
soliciting proxies will be paid by the Company. Proxies may be solicited in
person or by telephone, facsimile or other means of communication by certain of
the directors, officers, and regular employees of the Company who will not
receive any additional compensation for such solicitation. The Company will
reimburse brokers or other persons holding stock in their names or the names of
their nominees for the expenses of forwarding soliciting material to their
principals. In addition, the Company has engaged Mac Kenzie Partners, Inc. to
assist in soliciting proxies for a fee of approximately $6,500 plus
reimbursement of reasonable out-of-pocket expenses.
VOTING
May 30, 1997 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the Meeting. On that date
there were approximately 13,844,965 shares of the Company's Common Stock
outstanding. Each share is entitled to one vote on any matter that may be
presented for consideration and action by the stockholders at the Meeting. The
holders of a majority of the shares of Common Stock outstanding on the record
date and entitled to be voted at the Meeting, present in person or by proxy,
will constitute a quorum for the transaction of business at the Meeting and any
adjournments and postponements thereof. Shares abstaining will be counted as
present at the Meeting for the purpose of determining the presence or absence of
a quorum for the transaction of business. The affirmative vote of a majority of
the shares of Common Stock outstanding is required to approve the proposed
amendment to the Certificate of Incorporation. Abstentions and non-votes will
have the same effect as votes against the proposed amendment.
Each proxy will be voted according to the stockholder's directions
specified in the proxy. Proxies granted without voting instructions will be
voted FOR the proposed amendment to the Company's Certificate of Incorporation.
Any stockholder has the power to revoke such stockholder's proxy at any time
before it is voted at the Meeting by submitting a written notice of revocation
to the Secretary of the Company or by filing a duly executed proxy bearing a
later date. A proxy will not be voted if the stockholder who executed it is
present at the Meeting and elects to vote the shares represented thereby in
person.
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SECURITY OWNERSHIP BY PRINCIPAL
STOCKHOLDERS AND MANAGEMENT
The following table sets forth, as of May 14, 1997, the names, addresses, and
number of shares of Common Stock owned beneficially by (i) all persons known to
the Company to be the beneficial owners of more than five percent of the
outstanding shares of Common Stock, (ii) each director of the Company, (iii)
each of the executive officers of the Company, and (iv) all executive officers
and directors of the Company as a group. Unless otherwise indicated, all shares
are owned directly and the owner has sole voting and investment power with
respect thereto. As of the date hereof, no shares of the Company's Preferred
Stock were issued and outstanding.
Name And
Address Of Amount Of Beneficial Percent
Beneficial Owner Ownership of Class
- --------------------------------------------- ------------ --------
Allstate Insurance Company
3075 Sanders Road, Suite G5B
Northbrook, Illinois 60062 ................ 1,340,584 9.7
Rho Management Partners L.P.
c/o Rho Management Company, Inc.
767 Fifth Avenue
New York, New York 10153 .................... 979,832(a) 7.1
J.P. Bryan .................................. 147,372(b) 1.0
J. Darby Sere ............................... 328,450(c) 2.3
Charles C. Green III ........................ 160,000(d) 1.1
A.K. McLanahan .............................. 17,750(e) *
Vincent H. Buckley .......................... 13,000(e) *
Dr. Jack Birks .............................. 13,000(e) *
Michael D. Watford .......................... 66,497(f) *
C. Barton Groves ............................ 191,625(g) 1.4
Kenneth W. Welch ............................ 100,312(h) *
Habib Kairouz ............................... 10,000(i) *
All officers and directors as ............... 1,068,006(j) 7.2
a group
- --------------
* Under 1%
(a) Rho Management Partners L.P. ("Rho") is the beneficial owner of shares
registered in the name of Alpine Investment Partners pursuant to an
investment advisory agreement between Rho and such entity, which agreement
confers sole voting and investment control over such shares in Rho. Joshua
Ruch, Chief Executive Officer and controlling stockholder of the general
partner of Rho, shares voting and investment control with Rho over such
shares and may therefore be considered a beneficial owner of such shares.
Amount shown includes 1,242 shares beneficially owned by Mr. Ruch held in
the name of XBF Inc.
(b) Includes 134,875 shares which Mr. Bryan has the right to acquire within
60 days pursuant to options. Excludes 6,250 shares owned by Mr. Bryan's
wife as to which he has no voting or dispositive power.
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<PAGE>
(c) Includes 291,560 shares that Mr. Sere has the right to acquire within 60
days pursuant to vested stock options and 1,400 shares which Mr. Sere
holds as custodian for his minor son. Does not include 7,600 shares owned
by Mr. Sere's wife as to which he has no voting or dispositive power.
(d) Includes 150,000 shares that Mr. Green has the right to acquire within 60
days pursuant to options.
(e) Includes 13,000 shares which the director has the right to acquire within
60 days pursuant to options.
(f) Includes 54,000 shares that Mr. Watford has the right to acquire within 60
days pursuant to options.
(g) Includes 180,000 shares that Mr. Groves has the right to acquire within 60
days pursuant to options.
(h) Includes 90,000 shares that Mr. Welch has the right to acquire within 60
days pursuant to options.
(i) Includes 10,000 shares which Mr. Kairouz has the right to acquire within
60 days pursuant to options. Mr. Kairouz is a Managing Director of Rho
Management Company, Inc., an affiliate of Rho. Mr. Kairouz does not have
voting or investment control over shares of the Company beneficially owned
by Rho.
(j) Includes the following: the shares beneficially owned by Messrs. Bryan as
described in note (b); shares which officers and directors of the Company
have the right to acquire pursuant to options, as described in note (c),
(d), (e), (f), (g), (h) and (i) and 10,000 shares and 5,000 shares that
Michael B. Smith and Roland E. Sledge, respectively, have the right to
acquire within 60 days pursuant to options.
APPROVAL OF THE AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
GENERAL
The Company's Certificate of Incorporation, as currently in effect,
provides that the Company is authorized to issue two classes of stock,
consisting of 15,000,000 shares designated as Common Stock, $0.01 par value per
share, and 1,000,000 shares designated as Preferred Stock, $0.01 par value per
share.
On May 22, 1997, the Board of Directors adopted, subject to shareholder
approval, an amendment to the Company's Certificate of Incorporation to increase
the authorized number of shares of Common Stock by 15,000,000 shares to an
aggregate of 30,000,000 shares. The proposed amendment does not affect any terms
or rights of the Company's Common Stock or Preferred Stock. As proposed to be
amended, the first paragraph of ARTICLE FOUR of the Certificate of Incorporation
would read as follows:
"ARTICLE FOUR
The Corporation shall have authority to issue two classes of stock,
and the total number authorized shall be thirty million (30,000,000)
shares of Common Stock of the par value of one cent ($0.01) each, and one
million (1,000,000) shares of Preferred Stock of the par value of one cent
($0.01) each. A description of the different classes
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<PAGE>
of stock of the Corporation and a statement of the designations and the
powers, preferences and rights, and the qualifications, limitations or
restrictions thereof, in respect of each class of such stock are as
follows:"
PURPOSE AND EFFECT OF THE AMENDMENT
Of the 15,000,000 shares of Common Stock currently authorized by the
Company's Certificate of Incorporation, approximately 13,844,965 shares were
issued and outstanding as of May 30, 1997, and an aggregate of approximately
1,340,325 were reserved under the Company's incentive stock options and warrants
currently outstanding. Accordingly, the number of authorized shares is currently
approximately 185,290 shares less than the number of outstanding shares plus the
number of shares necessary to satisfy the Company's obligations under its
outstanding options and warrants. Mr. J. Darby Sere, President and Chief
Executive Officer of the Company, has agreed not to exercise incentive stock
options ("Options") to purchase 185,290 shares of Common Stock granted to him
under the Company's stock option plans and the Company has agreed, in the event
that the foregoing amendment is not approved by the Company's stockholders and
if requested by Mr. Sere, to purchase 185,290 Options from Mr. Sere for an
amount equal to the market price of the shares of Common Stock represented by
such Options less the exercise price of the Options.
It is the consensus of the Company's Board of Directors that the deficit
in the number of authorized shares of Common Stock prevents the Company from (i)
meeting obligations under its outstanding options and warrants and (ii)
responding to potential business opportunities and pursuing important objectives
that may be anticipated. Accordingly, the Board of Directors believes that it is
in the Company's best interests to increase the number of authorized shares of
Common Stock as described above. The availability of such additional authorized
shares will enable the Company to meet obligations under its outstanding options
and warrants, and to issue Common Stock for proper corporate purposes that may
be identified by the Board of Directors from time to time, including declaring
stock dividends, raising additional capital, establishing strategic business
relationships, and issuing shares under management incentive or employee benefit
plans to attract and retain key personnel.
If the proposed amendment is approved by the stockholders, the Company
will file a Certificate of Amendment to its Certificate of Incorporation with
the Delaware Secretary of State promptly after the Meeting, whereupon the
increase in the Company's authorized shares of Common Stock will become
effective.
The Board of Directors has not authorized the issuance of any additional
shares of Common Stock.
If the proposed amendment is approved by the Company's stockholders, the
authorized Common Stock will be available for issuance at such times and for
such purposes as the Board of Directors may deem advisable. The Board of
Directors anticipates authorizing the issuance of additional shares of Common
Stock from time to time upon terms the Board of Directors deems to be in the
best interests of the Company and does not intend to solicit further stockholder
approval prior to the issuance of any additional shares of Common Stock, except
as may be required by applicable law or stock exchange rules.
The increase in authorized shares of Common Stock will not have any
immediate effect on the rights of the existing stockholders. Issuances of
additional authorized shares of Common Stock in a stock dividend or distribution
would reduce the value of outstanding shares proportionately, and issuances of
authorized shares of Common Stock in capital raising or other business
transactions, or through management compensation and incentive programs, would
dilute existing stockholders' interests in the Company.
4
<PAGE>
POTENTIAL ANTI-TAKEOVER EFFECT
Although the proposed amendment to the Company's Certificate of
Incorporation is not motivated by takeover concerns and is not considered by the
Board of Directors to be an anti-takeover measure, the availability of
additional authorized shares of Common Stock could enable the Board of Directors
to issue shares defensively in response to a takeover attempt. Such issuances
could dilute the ownership and voting rights of a person seeking to obtain
control of the Company, dilute the value of outstanding shares, and increase the
ownership of stockholders opposed to a takeover. Thus, increasing the authorized
Common Stock could render more difficult and less likely a merger, tender offer
or proxy contest, assumption of control by a holder of a large block of the
Company's stock, and the removal of incumbent management. Issuance of additional
shares unrelated to any takeover attempt could also have these effects.
Management has no current intent to propose anti-takeover measures in future
proxy solicitations.
VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION
The affirmative vote of a majority of the shares of Common Stock
outstanding is required to approve the proposed amendment to the Company's
Certificate of Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE PROPOSED
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION.
PROPOSALS BY STOCKHOLDERS
Stockholders who desire to present proposals at the 1997 Annual Meeting of
Stockholders and to have proposals included in the Company's proxy materials
must submit their proposals to the Company at its principal executive offices
not later than June 24, 1997.
In order to avoid controversy as to the date on which any such proposal is
received by the Company, it is suggested that stockholders submit their
proposals by certified mail, return receipt requested.
OTHER MATTERS
The Board of Directors of the Company does not know of any other matters
that are to be presented for action at the Meeting. Should any other matters
come before the Meeting or any adjournments and postponements thereof, the
persons named in the enclosed proxy will have the authority to vote all proxies
received with respect to such matters in their discretion.
Houston, Texas
June 13, 1997
STOCKHOLDERS ARE URGED TO SPECIFY THEIR CHOICE ON, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL, AND
YOUR COOPERATION WILL BE APPRECIATED.
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PROXY
BELLWETHER EXPLORATION COMPANY
1331 Lamar, Suite 1455
Houston, Texas 77010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J. Darby Sere and Charles C. Green III,
and each of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote as designated below all the
shares of Common Stock of Bellwether Exploration Company, held of record by the
undersigned on May 30, 1997, at a Special Meeting of Stockholders to be held on
July 14, 1997, and at any postponements or adjournments thereof. The proposals
referred to below are described in the Proxy Statement for the Special Meeting
of Stockholders dated June 13, 1997.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
1. APPROVAL OF THE AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED COMMON STOCK FROM 15,000,000 SHARES TO 30,000,000
SHARES, AS DESCRIBED IN THE PROXY STATEMENT FOR THE SPECIAL MEETING.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR PROPOSAL 1.
Dated: ____________________________
____________________________
(Signature)
____________________________
(Signature)
Please sign your name exactly as it appears
hereon. When shares are held by joint
tenants, both should sign. When signing as
attorney, executor, administrator, trustee
or guardian, please give full title as
such. If a corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in full partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
