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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 Section 240.14a-11(c) or Section 240.14a-12
CALCASIEU REAL ESTATE & OIL CO., INC.
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(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(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 17, 1997 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 17, 1997, are
entitled to notice of and to vote at the meeting.
Lake Charles, Louisiana
March 20, 1997
BY ORDER OF THE BOARD OF DIRECTORS
_________________________ _______________________________
Charles D. Viccellio 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.
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CALCASIEU REAL ESTATE & OIL CO., INC.
P. O. BOX 899
LAKE CHARLES, LOUISIANA 70602
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
APRIL 17, 1997
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 17, 1997, 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, 1997.
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 fax 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 17,
1997, are entitled to notice of and to vote at the meeting. On that date, the
Company had outstanding 1,997,252 shares of common stock, each of which is
entitled to one vote.
ELECTIONS 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
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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.
At the 1996 annual meeting of shareholders, 1,150,491 shares, or 57.6% of
the 1,997,272 shares outstanding, voted. In excess of 98% 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 1996. Laura A.
Leach and Charles D. Viccellio were elected to the Board by the other directors
on September 12, 1996. Mr. Marx died during 1996 and Mr. Patton resigned for
health reasons. Directors Freund and Hollins attended 100% of the meetings;
Directors Alexander, Pruitt and Reaves attended 80% of the meetings; Director
Blake attended 60% of the meetings; Director Knapp attended 20% of the meetings,
while Directors Viccellio and Leach attended 100% and 50% respectively of the
meetings held during their tenure.
<TABLE>
<CAPTION>
Occupation and First Elected Shares Beneficially
Name and Age other Directorships Director Owned Percent of Class
- - ----------------------------- --------------------- ------------ ------------------- ----------------
<S> <C> <C> <C> <C>
Henry Chalkley Alexander - 61 Chairman of the Board, 1979 62,400 (1)(7) 3.12%
Sweetlake Land & Oil Co., Inc.
& North American Land Co.,
Inc. & President of H. G.
Chalkley & Sons, Inc. He was
President of these corporations
prior to '91. Director of
lacassane Co., Inc.
Co., Inc.
</TABLE>
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<TABLE>
<CAPTION>
Occupation and First Elected Shares Beneficially
Name and Age other Directorships Director Owned Percent of Class
- - ----------------------------- --------------------- ------------ ------------------- ----------------
<S> <C> <C> <C> <C>
William D. Blake - 64 General Manager J. A. Bel 1966 57,361(2)(3) 2.87%
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.
Troy A. Freund - 69 Petroleum Geologist, 1984 7,863 .39%
individual proprietor
Arthur Hollins, III - 66 Chairman of the Board of First 1974 31,477(3)(4) 1.58%
National Bank of Lake Charles;
Director of First Commerce
Corp. & First National Bank of
Lafayette; President of PBA
Properties, Inc.
Leonard K. Knapp - 77 Retired Physician; Director of 1980 49,700(5) 2.49%
Sweetlake Land & Oil Co., Inc.
& North American Land Co., Inc.
</TABLE>
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<TABLE>
<CAPTION>
Occupation and First Elected Shares Beneficially
Name and Age other Directorships Director Owned Percent of Class
- - ----------------------------- --------------------- ------------ ------------------- ----------------
<S> <C> <C> <C> <C>
Laura A. Leach - 57 Secretary-Treasurer and 1996 71,210(6)(7) 3.57%
Director of Sweetlake Land &
Oil Co., Inc. and North
American Land Co., Inc.
Director of Hibernia Corp. and
Lacassane Co., Inc.
Frank O. Pruitt - 68 Pres. of PWK Timberland Corp. 1981 18,300(8) .92%
Prior to '96 he was VP & CEO
of King Corp. Prior to '94 he
was an officer and director of
Powell Lumber Co.
B. James Reaves, III - 62 Private investor, oil and gas; 1986 5,750(9) .29%
estate mgmt.
Charles D. Viccellio - 63 Partner in Stockwell, Sievert, 1996 15,450(3) .77%
Viccellio, Clements &
Shaddock, L.L.P.
All Directors and Officers 319,511 16.00%
as a Group (9 persons)
</TABLE>
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(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 of 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. Viccellio 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 corporations of which Mr. Knapp is a
director.
(6) Includes 11,250 shares owned by corporations of which Mrs. Leach is an
officer and director. Includes 1776 shares owned by Mrs. Leach's son as to
which beneficial ownership is disclaimed.
(7) Mr. Alexander and Mrs. Leach are brother and sister.
(8) Includes 2,900 shares owned by Mr. Pruitt's wife 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 1,000 shares owned by R. 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, 1996. The total
1996 cash and cash equivalent remuneration to all directors and officers of the
Company as a group was $32,100.
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"). Mr. Blake,
an officer and director of the Company is also a director 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
$1,215,482 as of August 6, 1996. The balance for all
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accounts at First National Bank as of December 31, 1996 was $306,716. The rates
paid on these deposits were the same as those paid to other customers on similar
deposits at similar times.
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 executor for an estate, 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, 1994,
December 31, 1995, and December 31, 1996 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.
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
__________________________________________
Charles D. Viccellio
Vice-President and Secretary
Lake Charles, Louisiana
March 20, 1997
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
The undersigned hereby constitutes and appoints WILLIAM D. BLAKE and
CHARLES D. VICCELLIO, 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 17,
1997, 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 Laura A. Leach
William D. Blake Frank O. Pruitt
Troy A. Freund B. James Reaves
Arthur Hollins, III Charles D. Viccellio
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 be 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.
