<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:
[_] 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 (S)240.14a-11(c) or (S)240.14a-12
CALCASIEU REAL ESTATE & OIL CO., INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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CALCASIEU REAL ESTATE & OIL CO., INC.
P. O. BOX 899
LAKE CHARLES, LOUISIANA 70602
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
THE ANNUAL MEETING OF THE STOCKHOLDERS OF CALCASIEU REAL ESTATE & OIL CO.,
INC., (THE "COMPANY") WILL BE HELD AT FIRST NATIONAL BANK OF LAKE CHARLES, ONE
LAKESIDE PLAZA, LAKE CHARLES, LOUISIANA 70605, APRIL 19, 1996, AT 11:00 A.M.,
TO:
1. FIX THE NUMBER OF DIRECTORS AT NINE AND ELECT DIRECTORS.
2. TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
ONLY STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON MARCH 15, 1996, ARE
ENTITLED TO NOTICE OF AND TO VOTE AT THE MEETING.
LAKE CHARLES, LOUISIANA
MARCH 20, 1996
BY ORDER OF THE BOARD OF DIRECTORS
/s/ CARL W. PATTON /s/ ARTHUR HOLLINS, III
________________________ __________________________
CARL W. PATTON ARTHUR HOLLINS, III
VICE-PRESIDENT AND PRESIDENT
SECRETARY
PLEASE DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE. NO ADDITIONAL POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.
YOUR PROMPT RESPONSE WILL BE APPRECIATED.
<PAGE>
CALCASIEU REAL ESTATE & OIL CO., INC.
P. O. BOX 899
LAKE CHARLES, LOUISIANA 70602
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
APRIL 19, 1996
GENERAL
THE ACCOMPANYING PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CALCASIEU REAL ESTATE & OIL CO., INC. (THE "COMPANY") FOR USE AT THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD APRIL 19, 1996, AT THE TIME AND PLACE AND FOR
THE PURPOSES SET FORTH IN ACCOMPANYING NOTICE OF MEETING. THE DATE OF THIS
PROXY STATEMENT IS MARCH 20, 1996.
THE SHARES REPRESENTED BY ANY PROXY IN THE ENCLOSED FORM, IF IT IS PROPERLY
EXECUTED AND RECEIVED AT OR PRIOR TO THE MEETING, WILL BE VOTED IN ACCORDANCE
WITH THE SPECIFICATIONS MADE THEREON. PROXIES RECEIVED ON WHICH NO
SPECIFICATION IS MADE WILL BE VOTED FOR SETTING THE NUMBER OF DIRECTORS AT NINE
AND FOR ELECTION AS DIRECTORS THE NINE NOMINEES NAMED HEREIN. PROXIES ARE
REVOCABLE BY WRITTEN NOTICE TO THE SECRETARY AT ANY TIME PRIOR TO THEIR EXERCISE
AND WILL BE DEEMED REVOKED BY ATTENDANCE AND VOTING AT THE MEETING.
ALL EXPENSES OF PREPARING, PRINTING AND MAILING THE PROXY AND ALL MATERIALS
USED IN SOLICITATION WILL BE BORNE BY THE COMPANY. PROXIES MAY ALSO BE
SOLICITED IN PERSON OR BY TELEPHONE OR TELEGRAPH BY DIRECTORS, OFFICERS AND
OTHER EMPLOYEES OF THE COMPANY, NONE OF WHOM WILL RECEIVE ADDITIONAL
COMPENSATION FOR SUCH SERVICES. THE COMPANY WILL ALSO REQUEST BROKERAGE HOUSES,
CUSTODIANS AND NOMINEES TO FORWARD THESE MATERIALS TO THE BENEFICIAL OWNERS OF
THE STOCK HELD OF RECORD BY THEM AND PAY THE REASONABLE EXPENSES OF SUCH PERSONS
FOR FORWARDING THE MATERIAL.
ONLY STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON MARCH 15, 1996, ARE
ENTITLED TO NOTICE OF AND TO VOTE AT THE MEETING. ON THAT DATE, THE COMPANY HAD
OUTSTANDING 1,997,272 SHARES OF COMMON STOCK, EACH OF WHICH IS ENTITLED TO ONE
VOTE.
ELECTION OF DIRECTORS
THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE THAT THE NUMBER OF
DIRECTORS SHALL BE NOT LESS THAN FIVE NOR MORE THAN FIFTEEN. THE EXACT NUMBER
WILL BE DETERMINED BY THE VOTE OF THE STOCKHOLDERS, AND A RESOLUTION WILL BE
OFFERED AT THE MEETING TO FIX THE NUMBER OF DIRECTORS AT NINE.
EACH DIRECTOR WILL HOLD OFFICE FOR ONE YEAR AND UNTIL HIS SUCCESSOR IS
ELECTED AND QUALIFIED. IT IS THE INTENTION OF THE PERSONS NAMED IN THE
ACCOMPANYING PROXY TO VOTE IN FAVOR OF THE RESOLUTION FIXING THE NUMBER OF
DIRECTORS AT NINE AND IN FAVOR OF THE ELECTION OF THE NINE NOMINEES NAMED BELOW.
IF ANY NOMINEE BECOMES UNAVAILABLE FOR ANY REASON, THE SHARES REPRESENTED BY THE
PROXIES WILL BE VOTED FOR SUCH PERSON, IF ANY, AS MAY BE DESIGNATED BY THE BOARD
OF DIRECTORS. MANAGEMENT HAS, HOWEVER, NO REASON TO BELIEVE THAT ANY NOMINEE
WILL BE UNAVAILABLE.
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AT THE 1995 ANNUAL MEETING OF SHAREHOLDERS, 1,133,615 SHARES, OR 56.8% OF
THE 1,997,406 SHARES OUTSTANDING, VOTED. IN EXCESS OF 99% OF THE SHARES CAST
WERE VOTED FOR ELECTION OF EACH NOMINEE FOR DIRECTOR.
THE INFORMATION SET FORTH BELOW AS TO AGE, PRINCIPAL OCCUPATION OR
EMPLOYMENT, AND AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP OF COMMON STOCK OF THE
COMPANY HAS BEEN FURNISHED BY EACH NOMINEE FOR ELECTION. UNLESS OTHERWISE
INDICATED, (I) ALL NOMINEES HAVE BEEN WITH THE SAME ORGANIZATION IN ESSENTIALLY
THE SAME POSITION AS LISTED BELOW FOR THE PAST FIVE YEARS, AND (II) THE NOMINEES
OWN, WITH SOLE VOTING AND INVESTMENT POWER, THE SHARES LISTED.
THE COMPANY HELD FIVE BOARD OF DIRECTORS MEETINGS DURING 1995. DIRECTORS
FREUND, HOLLINS AND PATTON ATTENDED 100% OF THE MEETINGS; DIRECTORS ALEXANDER,
BLAKE, MARX AND REAVES ATTENDED 80% OF THE MEETINGS; AND DIRECTORS KNAPP AND
PRUITT ATTENDED 60% OF THE MEETINGS.
<TABLE>
<CAPTION>
OCCUPATION AND OTHER SHARES BENEFICIALLY
NAME AND AGE DIRECTORSHIPS FIRST ELECTED DIRECTOR OWNED PERCENT OF CLASS
- --------------------------- ---------------------------- -------------------------- ------------------------ -----------------
<S> <C> <C> <C> <C>
HENRY CHALKLEY ALEXANDER - CHAIRMAN OF THE BOARD, 1979 62,400 (1) 3.12%
60 SWEETLAKE LAND & OIL CO.,
INC. & NORTH AMERICAN LAND
CO., INC. & PRESIDENT OF H.
G. CHALKLEY & SONS, INC.
MR. ALEXANDER WAS PRESIDENT
OF THESE CORPORATIONS PRIOR
TO 1991. DIRECTOR OF
LACASSANE CO., INC.
WILLIAM D. BLAKE - 63 GENERAL MANAGER J. A. BEL 1966 43,911 (2) (3) 2.20%
ESTATE; PRESIDENT OF BEL
OIL CORP., LACASSANE CO.,
INC., & HOWELL INDUSTRIES,
INC.; DIRECTOR OF FIRST
NATIONAL BANK OF LAKE
CHARLES & SWEETLAKE LAND &
OIL CO., INC.
</TABLE>
2
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<TABLE>
<CAPTION>
$$/TARGET=[]
<S> <C> <C> <C> <C>
TROY A. FREUND - 68 PETROLEUM GEOLOGIST, 1984 7,863 .39%
INDIVIDUAL PROPRIETOR
ARTHUR HOLLINS, III - 65 CHAIRMAN OF THE BOARD OF 1974 31,477 (3) (4) 1.58%
FIRST NATIONAL BANK OF LAKE
CHARLES,; DIRECTOR OF FIRST
COMMERCE CORP. & FIRST
NATIONAL BANK OF
LAFAYETTE,; PRESIDENT OF
PBA PROPERTIES, INC.
LEONARD K. KNAPP - 76 RETIRED PHYSICIAN; DIRECTOR 1980 49,700 (5) 2.49%
OF SWEETLAKE LAND & OIL
CO., INC. & NORTH AMERICAN
LAND CO., INC.
ADOLPH S. MARX - 98 INVESTMENTS; FORMERLY 1955 17,700 (6) .89%
VICE-PRESIDENT AND DIRECTOR
OF MULLER REALTY CO., INC.
CARL G. PATTON - 68 GENERAL MANAGER OF WALKER 1974 43,950 (7) (3) 2.20%
LA PROPERTIES;
VICE-PRESIDENT, DIRECTOR,
AND GENERAL MANAGER OF
PRAIRIE LAND CO. AND PINE
ISLAND OIL CORPORATION;
DIRECTOR OF FIRST NATIONAL
BANK OF LAKE CHARLES
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FRANK O. PRUITT - 67 PRESIDENT OF 1981 18,700 (8) .94%
P. W. K. TIMBERLAND
CORPORATION. PRIOR TO 1996
MR. PRUITT WAS
VICE-PRESIDENT & CEO OF
KING CORPORATION AND PRIOR
TO 1994 HE WAS AN OFFICER
AND DIRECTOR OF POWELL
LUMBER CO.
B. JAMES REAVES, III - 61 PRIVATE INVESTOR, OIL AND 1986 5,750(9) .29%
GAS; ESTATE MANAGEMENT
ALL DIRECTORS AND OFFICERS 281,451 14.10%
AS A GROUP (9 PERSONS)
</TABLE>
- --------------------------
(1) INCLUDES 11,250 SHARES OWNED BY CORPORATIONS OF WHICH MR. ALEXANDER IS
AN OFFICER AND DIRECTOR.
(2) INCLUDES 3,450 SHARES OWNED BY MR. BLAKE'S WIFE AND 3,825 SHARES HELD
IN TRUSTS FOR WHICH MR. BLAKE OR HIS WIFE SERVE AS TRUSTEE OR CO-
TRUSTEE. INCLUDES 550 SHARES OWNED BY A CORPORATION OF WHICH MR. BLAKE
IS A DIRECTOR. MR. BLAKE DISCLAIMS OWNERSHIP OF THESE SHARES.
(3) MR. HOLLINS IS PRESIDENT OF THE COMPANY, MR. PATTON IS ITS VICE-
PRESIDENT AND SECRETARY AND MR. BLAKE IS ALSO ITS VICE-PRESIDENT AND
TREASURER.
(4) INCLUDES 3,000 SHARES BELONGING TO A TRUST OF WHICH MR. HOLLINS IS ONE
OF THE BENEFICIARIES.
(5) INCLUDES 11,250 SHARES OWNED BY MR. MARX'S WIFE AS TO WHICH BENEFICIAL
OWNERSHIP IS DISCLAIMED.
(6) INCLUDES 200 SHARES OWNED BY MR. MARX'S WIFE AS TO WHICH BENEFICIAL
OWNERSHIP IS DISCLAIMED.
(7) INCLUDES 37,950 SHARES OWNED BY A CORPORATION OF WHICH MR. PATTON IS
VICE-PRESIDENT DIRECTOR AND GENERAL MANAGER.
4
<PAGE>
(8) INCLUDES 2,900 SHARES OWNED BY MR. PRUITT'S WIFE, 400 SHARES OWNED BY A
CORPORATION OF WHICH MR. PRUITT IS AN OFFICER AND DIRECTOR, AND 1450
SHARES OWNED BY A TRUST OF WHICH MR. PRUITT'S WIFE IS TRUSTEE. MR.
PRUITT DISCLAIMS OWNERSHIP OF THESE SHARES.
(9) INCLUDES 1,000 SHARES OWNED BY B. JAMES REAVES TRUST, B. JAMES REAVES,
III, TRUSTEE AND 1000 SHARES OWNED BY B. JAMES REAVES, III, CUSTODIAN
FOR ELIZABETH REAVES, MINOR. MR. REAVES DISCLAIMS OWNERSHIP OF THESE
SHARES.
REMUNERATION AND OTHER TRANSACTIONS
REMUNERATION
- ------------
NO DIRECTOR OR OFFICER OF THE COMPANY RECEIVED REMUNERATION FROM THE
COMPANY IN EXCESS OF $11,100 FOR THE YEAR ENDED DECEMBER 31, 1995. THE TOTAL
1995 CASH AND CASH EQUIVALENT REMUNERATION TO ALL DIRECTORS AND OFFICERS OF THE
COMPANY AS A GROUP WAS $32,700.
OTHER TRANSACTIONS
- ------------------
ARTHUR HOLLINS, III, PRESIDENT AND A DIRECTOR OF THE COMPANY IS THE
CHAIRMAN OF THE BOARD OF THE FIRST NATIONAL BANK OF LAKE CHARLES, (THE "BANK").
MESSRS. BLAKE AND PATTON, DIRECTORS OF THE COMPANY ARE ALSO DIRECTORS OF THE
BANK. THE COMPANY DEPOSITS ALL RECEIPTS INTO AN INTEREST-BEARING MONEY MARKET
ACCOUNT AT FIRST NATIONAL BANK. THE LARGEST TOTAL OUTSTANDING AMOUNT ON DEPOSIT
WAS $431,423 AS OF JUNE 9, 1995. THE BALANCE FOR ALL ACCOUNTS AT FIRST NATIONAL
BANK AS OF DECEMBER 31, 1995 WAS $278,043. THE RATES PAID ON THESE DEPOSITS
WERE THE SAME AS THOSE PAID TO OTHER CUSTOMERS ON SIMILAR DEPOSITS AT SIMILAR
TIMES.
CARL G. PATTON, VICE-PRESIDENT, SECRETARY AND A DIRECTOR OF THE COMPANY IS
THE GENERAL MANAGER OF WALKER LOUISIANA PROPERTIES ("WALKER"). WALKER AND THE
COMPANY OWN UNDIVIDED INTERESTS IN A SUBSTANTIAL PORTION OF THE COMPANY'S
PROPERTY. MR. PATTON IS IN CHARGE OF MINERAL OPERATIONS FOR BOTH COMPANIES.
MR. PATTON IS ALSO GENERAL MANAGER OF PRAIRIE LAND COMPANY, WHICH OWNS 440 ACRES
OF LAND JOINTLY WITH THE COMPANY. CALCASIEU REAL ESTATE & OIL CO., INC. OWNS AN
UNDIVIDED 12.5% IN APPROXIMATELY 34,000 ACRES KNOWN AS WALKER LOUISIANA
PROPERTIES. MR. HOLLINS IS PRESIDENT OF PBA PROPERTIES, INC. AND MR. BLAKE IS
AGENT FOR AN INDIVIDUAL, EACH OF WHICH ALSO OWNS 12.5% IN THE SAME PROPERTY.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
THE COMPANY'S FINANCIAL STATEMENT FOR THE YEARS ENDED DECEMBER 31, 1993,
DECEMBER 31, 1994, AND DECEMBER 31, 1995, WERE AUDITED BY THE FIRM OF MCELROY,
QUIRK & BURCH, INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, AND THEY WILL CONTINUE
AS THE COMPANY'S AUDITORS UNTIL CHANGED BY THE BOARD OF DIRECTORS.
REPRESENTATIVES OF MCELROY, QUIRK & BURCH WILL NOT ATTEND THE ANNUAL MEETING.
OTHER MATTERS
AT THE TIME OF THE PREPARATION OF THIS PROXY STATEMENT, THE COMPANY HAD NOT
BEEN INFORMED OF ANY MATTERS TO BE PRESENTED BY, OR ON BEHALF OF, THE COMPANY OR
ITS MANAGEMENT, FOR ACTION AT THE MEETING OTHER THAN THOSE LISTED IN THE NOTICE
OF MEETING AND REFERRED TO HEREIN. IF ANY OTHER MATTERS COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF, THE PERSONS NAMED IN THE ENCLOSED PROXY WILL VOTE ON
SUCH MATTERS ACCORDING TO THEIR BEST JUDGMENT.
5
<PAGE>
STOCKHOLDERS ARE URGED TO SIGN THE ENCLOSED PROXY, WHICH IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS, AND RETURN IT AT ONCE IN THE ENCLOSED
ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ CARL G. PATTON
___________________________________________
CARL G. PATTON
VICE-PRESIDENT AND SECRETARY
LAKE CHARLES, LOUISIANA
MARCH 20, 1996
6
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS WILLIAM D. BLAKE AND CARL
G. PATTON, OR EITHER OF THEM ACTING IN THE ABSENCE OF THE OTHER WITH POWER OF
SUBSTITUTION, THE PROXIES OF THE UNDERSIGNED TO ATTEND THE ANNUAL MEETING OF
SHAREHOLDERS OF CALCASIEU REAL ESTATE & OIL CO., INC. ON APRIL 19, 1996, AND ANY
ADJOURNMENT THEREOF, AND TO VOTE THE SHARES OF SAID CORPORATION STANDING IN THE
NAME OF THE UNDERSIGNED.
1. TO SET THE NUMBER OF DIRECTORS AT NINE.
( ) FOR ( ) AGAINST ( ) ABSTAIN
2. TO ELECT DIRECTORS.
FOR ALL NOMINEES WITHHOLD AUTHORITY ( )
LISTED BELOW ( ) TO VOTE FOR ALL NOMINEES
(EXCEPT AS MARKED TO LISTED BELOW
THE CONTRARY BELOW)
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
3. HENRY C. ALEXANDER ADOLPH S. MARX
WILLIAM D. BLAKE CARL G. PATTON
TROY A. FREUND FRANK O PRUITT
ARTHUR HOLLINS, III B. JAMES REAVES
LEONARD K. KNAPP
4. IN THEIR DISCRETION, TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
THIS PROXY WILL VOTED AS SPECIFIED. IF NO SPECIFIC DIRECTIONS ARE GIVEN,
THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH HEREIN.
DATE: ____________________ SIGNATURE: _____________________________
PLEASE SIGN EXACTLY AS NAME APPEARS ON THE CERTIFICATE OR CERTIFICATES
REPRESENTING SHARES TO BE VOTED BY THIS PROXY. WHEN SIGNING AS EXECUTOR,
ADMINISTRATOR, ATTORNEY, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLES AS SUCH.
IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSONS.
