<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[X] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Amerada Hess Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Amerada Hess Corporation
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
- ---------------
1Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
AMERADA HESS CORPORATION
1185 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10036
March 29, 1994
Dear Stockholder:
The Annual Meeting of Stockholders will be held at the Hess Office
Building, 1 Hess Plaza, Route 9, Woodbridge, New Jersey, on Wednesday, May 4,
1994, at 2:00 P.M., local time. The formal Notice of Annual Meeting and Proxy
Statement, which are contained in the following pages, outline the action to be
taken by the stockholders at the meeting.
You are cordially invited to attend this meeting. The Hess Office Building
may be reached, if you travel by car, from Exits 127 (northbound) and 129
(southbound) of the Garden State Parkway or Exit 11 of the New Jersey Turnpike
or, if you travel by train, from the Metropark station in Iselin, New Jersey.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING WHETHER OR
NOT YOU ARE PERSONALLY ABLE TO ATTEND. ACCORDINGLY, YOU ARE REQUESTED TO SIGN,
DATE AND RETURN THE ENCLOSED PROXY PROMPTLY. YOUR COOPERATION WILL BE
APPRECIATED.
Sincerely yours,
/s/ Leon Hess /s/ Robert F. Wright
Chairman of the Board, President and
Chairman of the Executive Committee Chief Operating Officer
and Chief Executive Officer
/s/ John B. Hess
Senior Executive
Vice President
<PAGE> 3
AMERADA HESS CORPORATION
1185 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10036
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
WEDNESDAY, MAY 4, 1994, AT 2:00 P.M.
To the Stockholders:
The Annual Meeting of Stockholders of Amerada Hess Corporation will be held
at the Hess Office Building, 1 Hess Plaza, Route 9, Woodbridge, New Jersey, on
Wednesday, May 4, 1994, at 2:00 P.M., local time, for the following purposes:
1. To elect six directors for the ensuing three-year term (pages 1 to 15
of Proxy Statement);
2. To act upon the ratification of the selection by the Board of
Directors of Ernst & Young as independent auditors (page 16); and
3. To transact any other business which properly may be brought before
the meeting.
All stockholders are cordially invited to attend, although only
stockholders of record at the close of business on March 14, 1994 will be
entitled to vote at the meeting.
By order of the Board of Directors,
Carl T. Tursi
Secretary
New York, New York
March 29, 1994
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN THE ACCOMPANYING
FORM OF PROXY, SO THAT IF YOU ARE UNABLE TO ATTEND THE MEETING YOUR
SHARES MAY NEVERTHELESS BE VOTED.
<PAGE> 4
AMERADA HESS CORPORATION
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Amerada Hess
Corporation (the "Corporation") for use at the Annual Meeting of Stockholders
(the "Annual Meeting") on May 4, 1994, at 2:00 P.M., local time.
The Corporation's principal executive office is located at 1185 Avenue of
the Americas, New York, New York 10036. The approximate date on which this Proxy
Statement is first being sent to stockholders is March 29, 1994.
You may revoke the proxy at any time prior to its use by delivering a
written notice to the Secretary of the Corporation, by executing a later-dated
proxy in a form permitted under Delaware law, or by attending the Annual Meeting
and voting in person. Proxies in the form enclosed, unless revoked prior to the
closing of polls for each matter upon which the stockholders will be entitled to
vote at the Annual Meeting, will be voted at the Annual Meeting in accordance
with the specifications made by you thereon or, in the absence of such
specifications, for the election of directors nominated herein and the proposal
to ratify the selection of Ernst & Young as independent auditors for the fiscal
year ending December 31, 1994.
Holders of record of Common Stock, par value $1.00 per share ("Common
Stock"), of the Corporation at the close of business on March 14, 1994 will be
entitled to vote at the Annual Meeting. Each share of Common Stock will be
entitled to one vote. On March 14, 1994, there were 93,011,355 shares of Common
Stock outstanding. There are no other voting securities of the Corporation
outstanding. A majority of the outstanding shares of Common Stock, present in
person or represented by proxy, will constitute a quorum at the Annual Meeting.
Abstentions and broker non-votes will be counted for purposes of determining the
presence of a quorum for the transaction of business.
ELECTION OF DIRECTORS
At the Annual Meeting, six directors are to be elected to serve for a term
of three years and until their successors are elected and qualified. It is
intended that proxies will be voted for the nominees set forth herein. Election
of directors shall be had by a plurality of the votes cast. Accordingly,
abstentions and broker non-votes will not affect tabulation of the vote for
directors. Although it is expected that all candidates will be able to serve, if
one or more are unable to do so, the proxy holders will vote the proxies for the
remaining nominees and for substitute nominees chosen by the Board of Directors
unless it reduces the number of directors to be elected.
1
<PAGE> 5
The table below presents information as of January 15, 1994 on the nominees
for election as directors of the Corporation and the directors continuing in
their respective terms of office:
NOMINEES FOR DIRECTOR
Class III
For Three-Year Term Expiring in 1997
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NAME AND BUSINESS EXPERIENCE AGE SINCE OTHER DIRECTORSHIPS
---- ----------------------- --- -------- -------------------
<S> <C> <C> <C> <C>
Peter S. Hadley....... Former Senior Vice President, 65 1991 --
Metropolitan Life Insurance
Company
John B. Hess.......... Senior Executive Vice President 39 1978 --
C. C. F. Laidlaw...... Former Chairman, Bridon plc 71 1983 Daimler Benz (U.K.)
(manufacturer of wire, wire Ltd.
products, fibers and
composite products);
Former Deputy Chairman,
The British Petroleum
Company plc;
Former Chairman, International
Computers Limited
William A. Pogue...... Former Chairman of the Board 66 1989 Bethlehem Steel
and Chief Executive Officer, Corporation
CBI Industries, Inc. Nalco Chemical Company
(company operating in Northern Trust
diversified businesses, Corporation
including construction of
metal plate structures and
other contracting services,
industrial gases, and oil
transport and storage)
John Y. Schreyer...... Executive Vice President and 54 1990 --
Chief Financial Officer
William I. Spencer.... Independent Consultant; 76 1982 --
Former President and Chief
Administrative Officer,
Citicorp and Citibank, N.A.
</TABLE>
2
<PAGE> 6
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
Class I
Term Expiring in 1995
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NAME AND BUSINESS EXPERIENCE AGE SINCE OTHER DIRECTORSHIPS
----- ----------------------- --- -------- -------------------
<S> <C> <C> <C> <C>
Marco B. Bianchi...... Senior Vice President 54 1988 --
J. Barclay Collins II. Executive Vice President and 49 1986 Anchor Bancorp, Inc.
General Counsel
Leon Hess............. Chairman of the Board, Chairman 79 1968 --
of the Executive Committee
and Chief Executive Officer
Thomas H. Kean........ President, Drew University; 58 1990 Bell Atlantic Corporation
Former Governor of the Beneficial Corporation
State of New Jersey Fiduciary Trust Company
International
The ARA Group Inc.
United HealthCare
Corporation
H. W. McCollum........ Chairman of the Finance 79 1969 --
Committee
</TABLE>
Class II
Term Expiring in 1996
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NAME AND BUSINESS EXPERIENCE AGE SINCE OTHER DIRECTORSHIPS
---- ----------------------- --- ------- -------------------
<S> <C> <C> <C> <C>
Bernard T. Deverin.... Former Executive Vice 68 1971 --
President of the Corporation
Edith E. Holiday...... Attorney; Former Assistant to 41 1993 Bessemer Trust Company, N.A.
the President of the United Bessemer Trust Company of
States and Secretary of the New Jersey
Cabinet; Former General Hercules, Incorporated
Counsel, United States H.J. Heinz Company
Treasury Department
Roger B. Oresman...... Consulting Partner, 73 1969 --
Milbank, Tweed,
Hadley & McCloy
(Attorneys)
William S. Renchard . Honorary Director and former 86 1972 --
Chairman of the Board,
Chemical Bank
Richard B. Sellars.... Former Chairman of the Board 78 1980 --
and Chief Executive Officer,
Johnson & Johnson
Robert F. Wright...... President and Chief Operating 68 1981 --
Officer
</TABLE>
All of the nominees and directors named above have held substantially the
positions or former positions indicated for the past five years, except as
described below. From 1990 until 1993,
3
<PAGE> 7
Ms. Holiday served as an assistant to President Bush and prior thereto in
several senior positions in the United States Treasury Department. Mr. Hadley
retired as Senior Vice President of Metropolitan Life Insurance Company in May
1991 and was elected a director of the Corporation in June 1991. Mr. Kean served
as Governor of the State of New Jersey from January 1982 until January 1990,
when he was named President of Drew University. Prior to his election as
Director and Executive Vice President of the Corporation in July 1990, Mr.
Schreyer was a partner in the accounting firm of Ernst & Young. Mr. Pogue was
elected to the Board of Directors of the Corporation in June 1989 and retired as
Chief Executive Officer of CBI Industries, Inc. in July 1989. Mr. Deverin
retired as an Executive Vice President of the Corporation in January 1990.
Leon Hess is John B. Hess' father. C.C.F. Laidlaw is the father of W.S.H.
Laidlaw, an Executive Vice President of the Corporation. Leon Hess may be deemed
to be a control person of the Corporation by virtue of his stock ownership. See
"Ownership of Equity Securities by Management."
The Audit Committee of the Board of Directors is composed of William I.
Spencer, Chairman, Edith E. Holiday, Thomas H. Kean, C. C. F. Laidlaw, William
A. Pogue, William S. Renchard and Richard B. Sellars. The Audit Committee met
three times in connection with 1993 business, twice in 1993 and once in 1994.
The Audit Committee reviews the audit plan developed by the Corporation's
independent auditors in connection with their annual audit of the Corporation's
financial statements, the results of audits performed by the Corporation's
independent auditors, the independent auditors' charges to the Corporation, the
response of management of the Corporation to management letters issued by the
Corporation's independent auditors, current accounting rules and changes
therein, the operations of the Corporation's internal audit department and the
Corporation's audited financial statements. The Audit Committee also recommends
the selection of independent auditors to the Board of Directors each year.
The Board of Directors' Compensation and Incentive Awards Committee is
composed of Leon Hess, Chairman, Peter S. Hadley, William A. Pogue and William
I. Spencer. This Committee, which met once in 1993, approves and administers the
Corporation's compensation policies for executive officers and approves the
compensation of the Chief Executive Officer and in connection therewith makes
awards of restricted Common Stock and book value appreciation units under the
Corporation's Executive Long-Term Incentive Compensation and Stock Ownership
Plan. The Board of Directors of the Corporation does not have a nominating
committee.
The Board of Directors met twelve times in 1993, and each director attended
at least 75% of the aggregate of all Board of Directors' meetings and all
meetings of committees of the Board of Directors on which he served during 1993,
except for Mr. Wright, who for much of the year was in the United States Virgin
Islands overseeing construction of a fluid catalytic cracking complex and
associated gasoline upgrading facilities at the Corporation's St. Croix
refinery.
CERTAIN TRANSACTIONS AND OTHER INFORMATION
The Corporation retained Milbank, Tweed, Hadley & McCloy, of which Mr.
Oresman was a partner through 1990 and is currently a consulting partner, to
provide legal services in 1993. It is expected that the Corporation's dealings
with this firm will continue in 1994. See "Compensation Committee Interlocks and
Insider Participation" under "Executive Compensation and Other Information" with
respect to transactions involving the Corporation and Mr. Leon Hess. See
"Directors' Compensation" thereunder with respect to a prior agreement between
the Corporation and Mr. Deverin.
4
<PAGE> 8
In April 1993, Mr. Philip Kramer, a director of the Corporation until July
1993, filed a Form 4 disclosing the sale on February 23, 1993 of shares of
Common Stock of the Corporation. The sale should have been reported by March 10,
1993.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF COMPENSATION
The following table sets forth information on cash and other compensation
paid or accrued for each of the fiscal years ended December 31, 1993, 1992 and
1991 to each of the Chief Executive Officer and the four most highly compensated
executive officers other than the Chief Executive Officer, for services in all
capacities to the Corporation and its subsidiaries.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------- -------------------------------------
AWARDS PAYOUTS
------------------------ ----------
RESTRICTED SECURITIES
OTHER STOCK UNDERLYING ALL OTHER
ANNUAL AWARD(S)($) OPTIONS/ LTIP COMPENSATION($)
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) ** SARS(#) PAYOUTS($) ***
- --------------------------- ---- --------- -------- --------------- ----------- ---------- ---------- ---------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- --------------------------- ---- --------- -------- --------------- ----------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Leon Hess,.............. 1993 300,000 -- -- -- -- -- 11,792
Chairman of the Board 1992 300,000 -- -- -- -- -- 11,443
and Chief Executive 1991 300,000 -- -- -- -- -- 11,111
Officer
Robert F. Wright,....... 1993 1,025,000 -- -- -- -- -- 11,792
President and Chief 1992 1,025,000 -- -- -- -- -- 11,443
Operating Officer 1991 1,025,000 -- -- -- -- -- 11,111
John B. Hess,........... 1993 735,000 -- -- -- -- -- 11,792
Senior Executive Vice 1992 735,000 -- -- -- -- -- 11,443
President 1991 735,000 -- -- -- -- -- 11,111
W. S. H. Laidlaw,....... 1993 575,000 -- 30,000* -- -- -- 11,792
Executive Vice 1992 575,000 -- 72,000* -- -- -- 11,443
President and 1991 575,000 -- 322,000* -- -- -- 11,111
Managing Director
of Amerada Hess
Limited (the
Corporation's wholly-
owned British
subsidiary)
John Y. Schreyer,....... 1993 550,000 -- -- -- -- -- 11,792
Executive Vice 1992 525,000 -- -- -- -- -- 11,443
President and Chief 1991 525,000 -- -- -- -- -- 11,111
Financial Officer
</TABLE>
- ---------------
* In connection with Mr. Laidlaw's overseas employment, the Corporation makes
payments on behalf of Mr. Laidlaw to United Kingdom taxing authorities equal
to the difference between Mr. Laidlaw's actual United Kingdom income tax
liability and a notional United States income tax on his compensation. These
disbursements made in 1993, 1992 and 1991 (for three tax years), based on
the average dollar-sterling exchange rate for each such year, amounted to
approximately $30,000, $54,000 and $311,000, respectively. The amounts shown
in column (e) for 1992 and 1991 also include disbursements made in
connection with Mr. Laidlaw's use of an automobile.
5
<PAGE> 9
** At December 31, 1993, the named executives each held shares of restricted
Common Stock, subject to vesting pursuant to the Corporation's Executive
Long-Term Incentive Compensation and Stock Ownership Plan (the "Plan"), in
the following amounts and having the following aggregate market values at
such date: Mr. Wright, 25,000 shares, $1,128,125; Mr. J. B. Hess, 20,000
shares, $902,500; Mr. Laidlaw, 15,000 shares, $676,875; and Mr. Schreyer,
20,000 shares, $902,500. To the extent paid on the Corporation's Common
Stock generally, dividends accrue on shares of restricted stock and are held
in escrow until vesting, at which time they are paid, together with interest
accrued thereon at short-term market rates, to the named executives.
At December 31, 1993, the named executives also held book value appreciation
units, subject to vesting pursuant to the Plan together with related shares
of restricted stock, in the following amounts and having the following
aggregate dollar values at such date: Mr. Wright, 25,000 units, $38,000; Mr.
J. B. Hess, 20,000 units, $30,400; Mr. Laidlaw, 15,000 units, $22,800; and
Mr. Schreyer, 20,000 units, $21,800. Each book value appreciation unit
entitles the holder to a cash payment equal to the increase, if any, in the
book value per share of Common Stock over the vesting period of the
restricted stock.
*** Amounts shown in column (i) represent matching contributions of the
Corporation credited to the named executive officers under the Corporation's
Employees' Savings and Stock Bonus Plan.
STOCK OPTIONS
The Corporation's 1973 Stock Option Plan for Key Employees expired on March
7, 1983. All options theretofore awarded under such plan were exercised or
expired unexercised on or before February 28, 1993. The following table sets
forth information as to the named executives regarding the exercise of stock
options during the last fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES VALUE OF
SHARES VALUE REALIZED UNDERLYING UNEXERCISED
NAME ACQUIRED ON ($) UNEXERCISED IN-THE-MONEY
EXERCISE (#) OPTIONS OPTIONS
AT FY-END (#) AT FY-END ($)
(A) (B) (C) (D) (E)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Leon Hess, Chief Executive Officer........... -- -- -- --
Robert F. Wright, President and Chief
Operating Officer.......................... 4,000 110,000 -- --
John B. Hess, Senior Executive Vice
President.................................. -- -- -- --
W. S. H. Laidlaw, Executive Vice President.. -- -- -- --
John Y. Schreyer, Executive Vice President... -- -- -- --
</TABLE>
6
<PAGE> 10
RETIREMENT PLANS
The following table shows the estimated pension benefits payable to a
covered participant at normal retirement age under the Corporation's qualified
defined benefit pension plan, the Employees' Pension Plan (the "Pension Plan"),
as well as a nonqualified supplemental plan that provides benefits, paid from
the general assets of the Company, that would otherwise be paid to participants
under the Pension Plan but for certain Internal Revenue Code limitations on
qualified plan benefits, based on remuneration that is covered under the Pension
Plan and supplemental plan and years of service:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------------------
REMUNERATION 15 20 25 30 35
------------ -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$ 300,000 $ 72,000 $ 96,000 $ 120,000 $ 144,000 $ 168,000
500,000 120,000 160,000 200,000 240,000 280,000
600,000 144,000 192,000 240,000 288,000 336,000
700,000 168,000 224,000 280,000 336,000 392,000
800,000 192,000 256,000 320,000 384,000 448,000
1,000,000 240,000 320,000 400,000 480,000 560,000
1,250,000 300,000 400,000 500,000 600,000 700,000
</TABLE>
A participant's remuneration covered by the Pension Plan and the
supplemental plan is twelve times the participant's average monthly compensation
(as reported on an annual basis in column (c) of the Summary Compensation Table)
in the 36 consecutive months (or the number of consecutive months of employment,
if fewer) of highest compensation during the 60 months immediately preceding the
participant's retirement date. Benefits shown are computed as a straight single
life annuity beginning at age 65 and do not reflect the offset for a portion of
social security benefits as required under the Pension Plan. Covered
compensation for the named executives (other than Mr. Leon Hess) as of December
31, 1993 was: Mr. Wright: $1,025,000; Mr. J. B. Hess: $735,000; Mr. Laidlaw:
$575,000; and Mr. Schreyer: $533,333.
Since April 1, 1985, Mr. Leon Hess has been receiving annual pension
benefits under the Employees' Pension Plan of $120,391 as required under Section
401(a)(9) of the Internal Revenue Code. The years of credited service for the
named executives under the Pension Plan and, except for Messrs. Leon Hess and
Schreyer, the supplemental plan as of January 15, 1994, are as follows: John B.
Hess, 16 years; Leon Hess, 61 years; W. S. H. Laidlaw, 12 years; John Y.
Schreyer, 3 years; and Robert F. Wright, 30 years. As of January 15, 1994, Mr.
Schreyer had 29 years of credited service under the supplemental plan pursuant
to a determination of the Compensation and Incentive Awards Committee which gave
Mr. Schreyer credit for 26 years of prior service with Ernst & Young (or its
predecessor) for purposes of determining benefits payable under the supplemental
plan. However, retirement benefits payable to Mr. Schreyer in connection with
his prior employment will be deducted from benefits payable under the
supplemental plan. Mr. Leon Hess is ineligible to receive benefits under the
supplemental plan.
DIRECTORS' COMPENSATION
Each director who is not an employee of the Corporation or any of its
subsidiaries receives an annual fee of $50,000 and a fee of $1,000 for each
Board of Directors' and Stockholders' meeting attended. Each such director
generally receives an annual fee of $4,000 for membership on each
7
<PAGE> 11
committee of the Board of Directors (other than the Compensation and Incentive
Awards Committee) on which such director serves and a fee of $1,000 for each
committee meeting attended, except that each such director who is a member of
the Executive Committee receives an annual fee of $75,000, but no fee for each
meeting attended. The members of the Executive Committee are Leon Hess,
Chairman, Bernard T. Deverin, Peter S. Hadley, John B. Hess, Thomas H. Kean, C.
C. F. Laidlaw, William A. Pogue, John Y. Schreyer, William I. Spencer and Robert
F. Wright. Leon Hess, John B. Hess, John Y. Schreyer and Robert F. Wright are
employees of the Corporation and receive no additional compensation for serving
on any committee of the Board of Directors.
During part of 1993, the Corporation had an agreement with Mr. Deverin
pursuant to which Mr. Deverin conducted certain trading activities on behalf of
the Corporation. As compensation for his services under the terms of the
agreement, Mr. Deverin was entitled to receive 10% of the trading profits
resulting from such activities, net of all related commissions, fees and
administrative costs. Mr. Deverin received no payments under this agreement for
1993.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Leon Hess, Hadley, Pogue and Spencer served as members of the
Corporation's Compensation and Incentive Awards Committee during 1993. Mr. Leon
Hess also served as Chief Executive Officer of the Corporation during 1993 and
continues to serve in that position.
Mr. Leon Hess owns 11 1/2%, and owns a 50% equity interest in another
corporation which owns 34%, of the capital stock of Galaxie Corporation, of
which Southland Oil Co. ("Southland") is a wholly-owned subsidiary. From January
1, 1993 through January 31, 1994, the Corporation sold $14,526,000 of crude oil
to Southland and purchased $5,187,000 of gas oil from Southland. The sales and
purchases were at competitive market values and prices. It is expected that the
Corporation's dealings with this company will continue in 1994.
Mr. Leon Hess owns 50% of the capital stock of Mississippi Valley Gas
Company ("Mississippi Valley"), of which Mississippi Energies Inc. is a
wholly-owned subsidiary. Prior to 1993, the Corporation, Southland, Mississippi
Energies Inc. and Capitol Street Corporation, a wholly-owned subsidiary of
Galaxie Corporation, participated with unrelated third parties in the drilling
of four oil and gas development wells in Mississippi, in three of which the
above-named parties own undivided interests of 40%, 13%, 13% and 13%,
respectively, and in one of which they own undivided interests of 45%, 15%, 15%
and 15%, respectively. Two of these wells are currently productive. The
Corporation also participated in the construction of a gathering system in which
the above-named parties own undivided interests of 40%, 13%, 13% and 13%,
respectively. Pursuant to the terms of its participations, the Corporation
expended $81,000 for operating expenses and capital costs in 1993 in connection
with the development and operation of these wells. The Corporation sold its
share of natural gas produced from the two productive wells during 1993 to
Mississippi Valley for $261,000. The Corporation believes that the terms of its
participation in each of these wells and the gathering system and the prices and
terms of its sales of natural gas production therefrom are at least as favorable
to it as those it would have received if all participants and the purchaser of
such natural gas production were unrelated third parties. In 1994, the
Corporation will incur its share of operating expenses for the wells and the
gathering system. The Corporation also expects to continue to sell its share of
natural gas production from these wells to Mississippi Valley at competitive
market prices during 1994.
8
<PAGE> 12
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Incentive Awards Committee (the "Committee") of the
Board of Directors of the Corporation is responsible for approving and
administering the Corporation's compensation policies for executive officers and
approving the compensation of the Chief Executive Officer. The following report
was prepared by the Committee after its meeting on February 2, 1994 and the
Committee reported to the Board of Directors at its meeting held March 2, 1994.
Executive Compensation Policies.
The Corporation's executive compensation policy is designed to attract and
retain executives and motivate them to achieve the Corporation's business goals
through a combination of cash and stock-based compensation. The key elements of
executive compensation consist of cash salary, occasional discretionary cash
bonuses, and restricted stock awards. However, in considering executive
compensation, the Committee also takes into account the full compensation
package afforded to each executive, including retirement benefits and other
benefits generally available to all eligible employees, such as the
Corporation's matching contributions under the Employees' Savings and Stock
Bonus Plan, and group life insurance and health benefits.
Cash Compensation -- Salary. Cash salary is the primary element of
executive compensation. The Committee believes that, in general, cash salary
represents a higher percentage of total direct compensation for the
Corporation's executive officers than for executive officers of most similarly-
sized companies. In determining salary levels for executive officers, the
Committee considers the following subjective and quantitative factors:
o job level and responsibility;
o recent corporate performance, including results of operations, success in
implementing corporate strategy and long-term goals and development of
future strategies;
o individual performance, particularly as related to special projects or
for extraordinary contributions; and
o an objective of keeping total cash compensation at the 75th percentile or
better of a group of companies compiled by an independent consultant
comprising 194 industrial companies with sales in excess of $1 billion
(which group includes 5 companies also included in Standard & Poor's Oil
(Domestic Integrated) Stock Index discussed under "Performance Graph"),
in recognition of the Corporation's need to remain competitive in
attracting and retaining talented executives to work as part of a lean
management team functioning in a demanding corporate and market
environment.
The Compensation Committee has access to independent consultants to aid in
establishing salary and compensation levels.
Only one of the executive officers named in the Summary Compensation Table
above received a salary increase in 1993. The increase was 4.8%. Salary
increases for other executive officers in 1993 averaged 4.4%. The salary
increases were given primarily to keep executive salaries in the competitive
range discussed above, and were made following a year in which no salary
increases were given. The increases were kept at modest levels in view of the
difficult conditions which continued to prevail in the petroleum industry and as
part of the Corporation's effort to conserve cash flow for its major capital
projects then under construction and, at the current time, to preserve cash flow
and to reduce debt.
9
<PAGE> 13
Cash Compensation -- Bonus. Cash bonuses are generally not paid, but they
are occasionally utilized to reward extraordinary efforts by an individual or
performance which was particularly beneficial to the Corporation.
Although cash bonuses are granted on a discretionary basis primarily to
reward individual contribution and thus are not necessarily tied to any
particular measure or level of corporate performance, such bonuses have
generally been awarded more liberally following periods of superior performance
by the Corporation. For example, cash bonuses were paid for 1990 following two
years of substantially improved earnings. No cash bonuses were paid for 1991,
1992 or 1993.
Restricted Stock. Under the Corporation's Executive Long-Term Incentive
Compensation and Stock Ownership Plan approved by stockholders of the
Corporation in 1981, restricted shares of the Corporation's common stock
together with book value appreciation units (each representing the increase, if
any, in the Corporation's book value per share of common stock over the vesting
period) are awarded to attract and retain key management and executive employees
and to provide incentives for such employees to work for the Corporation's
long-term growth and return to stockholders. Although the Plan gives the
Committee discretion to determine the terms of vesting and payment, in the past
these awards generally have had a five-year vesting period, assuring that
individuals who vest in such shares and units have been participants in
long-term corporate efforts. In selecting employees to participate in the Plan
and in determining the amount of an award to be granted, the Committee considers
a number of subjective factors, including the functions and responsibilities of
the employee, the employee's past and potential contribution to the
profitability and growth of the Corporation, the value of the employee's
services, and the amount and timing of prior awards. The Plan originally had
1,500,000 shares of Common Stock and an equal number of book value units
available for grant; at year-end 1993, the Plan had 641,400 shares of Common
Stock and 641,400 book value units available for grant. The Plan is scheduled to
expire in 1997. An award of 5,000 shares and 5,000 book value units was made to
one executive officer in 1993, largely in recognition of his extraordinary
efforts in connection with one of the Corporation's major capital projects.
Other Benefit Plans. The Corporation has adopted certain broad-based
employee benefit plans in which executive officers are permitted to participate
on the same terms as other eligible employees of the Corporation, subject to
applicable limits imposed on contributions and benefits under Internal Revenue
Code regulations. In addition to group life insurance and health benefit plans,
the Corporation has adopted the Employees' Savings and Stock Bonus Plan,
approved by stockholders in 1981, under which participants can elect to invest
up to 5% of salary in several funds, one of which invests in the Corporation's
Common Stock, and the Corporation provides matching contributions for each
participant, all of which are invested in the Corporation's Common Stock. The
Corporation believes that this matching structure helps to align the financial
interests of all participants with those of stockholders by encouraging them to
work toward enhancing the value of the Corporation's Common Stock.
The Committee has studied the change in tax law limiting the deductibility
of executive compensation exceeding $1 million for the Corporation's executive
officers named in the Summary Compensation Table above. Changes in the
Corporation's compensation policies that would be required to qualify for full
deductibility have been analyzed, including possible changes in the
Corporation's Executive Long-Term Incentive Compensation and Stock Ownership
Plan. The Committee examined the amount of potential additional tax at issue.
The Committee concluded that the Corporation's Executive Long-Term Incentive
Compensation and Stock Ownership
10
<PAGE> 14
Plan had worked very effectively for the Corporation and that it was in the best
interests of the Corporation to maintain the Plan in its current form. It also
concluded that the amounts of compensation that would not be deductible were not
likely to be material to the Corporation. The Committee therefore decided to
maintain the Corporation's compensation policy and its Executive Long-Term
Incentive Compensation and Stock Ownership Plan in their current form.
Compensation of Chief Executive Officer.
The Committee believes that the circumstances determining the compensation
of the Chief Executive Officer are unique and may be simply stated. Recognizing
his significant ownership position in the Corporation, Mr. Leon Hess, Chairman
of the Board and Chief Executive Officer, has requested that his compensation
remain at below-market levels and the Committee has approved this request for
1994. His annual salary has been kept as $300,000 since 1987. As a member of the
Compensation and Incentive Awards Committee, Mr. Leon Hess is ineligible to
receive awards of restricted stock or book value appreciation units and has
never received any such awards. Mr. Leon Hess received no stock options under
the Corporation's 1973 Stock Option Plan for Key Employees which expired in 1983
and under which all options have expired or been exercised on or before February
28, 1993. In short, the Committee believes that Mr. Leon Hess' total
compensation for 1993, consistent with his levels of compensation for prior
years, remained at a level far below that of his counterparts at similarly-sized
companies and below that which may otherwise have been warranted by the
Corporation's past performance.
Peter S. Hadley William A. Pogue
Leon Hess William I. Spencer
11
<PAGE> 15
PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total shareholder
return, assuming reinvestment of dividends, on the Corporation's common stock
with the cumulative total return, assuming reinvestment of dividends, of the
Standard & Poor's 500 Stock Index, which includes the Corporation, and the
cumulative total return, assuming reinvestment of dividends, of Standard &
Poor's Oil (Domestic Integrated) Stock Index, a published industry index which
includes the Corporation, as of each December 31 over a five-year period
commencing on December 31, 1988 and ending on December 31, 1993:
TOTAL SHAREHOLDER RETURNS
(DIVIDENDS REINVESTED)
YEARS ENDED DECEMBER 31
<TABLE>
<CAPTION>
S&P OIL
(DOMESTIC
MEASUREMENT PERIOD AMERADA HESS S&P 500 STOCK INTEGRATED)
(FISCAL YEAR COVERED) CORPORATION INDEX STOCK INDEX
<S> <C> <C> <C>
1988 $ 100.00 $ 100.00 $ 100.00
1989 157.05 131.69 144.01
1990 151.31 127.60 136.73
1991 156.84 166.47 127.82
1992 153.99 179.15 130.54
1993 152.89 197.21 137.54
</TABLE>
12
<PAGE> 16
OWNERSHIP OF VOTING SECURITIES BY CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of December 31, 1993, information as to
the ownership of more than 5% of any class of the Corporation's voting
securities by beneficial owners known by the Corporation to hold more than 5% of
any such class:
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS NATURE OF
OF BENEFICIAL BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP(A) OF CLASS
- ----------------------------- ------------------------------ ------------ --------
<S> <C> <C> <C>
Common Stock................. Leon Hess 12,029,384(b) 13.0
c/o Amerada Hess Corporation
1185 Avenue of the Americas
New York, New York 10036
Common Stock................. FMR Corp. 10,122,940(c) 10.93
Edward C. Johnson 3d
c/o FMR Corp.
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
- ---------------
(a) The information in the above table and in the notes thereto, other than
with respect to Mr. Leon Hess, was obtained from the Schedule 13G filed jointly
with the Securities and Exchange Commission in February 1994 by FMR Corp. and
Mr. Edward C. Johnson 3d.
(b) Mr. Leon Hess has sole voting and dispositive power over these shares.
(c) This amount includes 247,902 shares as to which such beneficial owner
has sole voting power, 10,900 shares as to which it has shared voting power,
10,112,040 shares as to which it has sole dispositive power and 10,900 shares as
to which it has shared dispositive power. FMR Corp. controls Fidelity Management
& Research Company, a wholly-owned subsidiary of FMR Corp. and a registered
investment adviser which beneficially owns and has sole dispositive power, but
no voting power, over 9,730,638 shares of Common Stock of the Corporation as a
result of acting as investment adviser to several registered investment
companies. FMR Corp. also controls Fidelity Management Trust Company, a
wholly-owned bank subsidiary which is the beneficial owner of 365,502 shares of
Common Stock of the Corporation, of which it has sole dispositive power over all
such shares and of which it has sole voting power over 232,002 shares.
Mr. Edward C. Johnson 3d owns 34% of the outstanding voting common stock
and is chairman of FMR Corp. Mr. Johnson and various Johnson family members,
through their ownership of voting common stock, form a controlling group with
respect to FMR Corp. The number of shares reported in the table above with
respect to such beneficial owner includes 23,400 shares owned directly by Mr.
Johnson or in Johnson family trusts. Mr. Johnson has sole voting and dispositive
power over 12,500 shares, and shared voting and dispositive power over 10,900
shares.
13
<PAGE> 17
Of the shares reported in the table above with respect to such beneficial
owner, 3,400 shares are beneficially owned by Fidelity International Limited
("FIL"), a Bermudian joint stock company and an investment adviser to various
foreign investment companies and certain institutional investors. FIL has sole
voting and dispositive power over these shares. A partnership controlled by Mr.
Edward C. Johnson 3d and members of his family owns shares of FIL stock having
48.879% of the voting power of FIL voting stock. Mr. Johnson is also the
chairman of FIL. FMR Corp. and FIL are of the view that they are not acting as a
group for purposes of Section 13(d) under the Securities Exchange Act of 1934
and that they are not otherwise required thereunder to attribute to each other
securities beneficially owned by each other. However, FMR Corp. made its 13G
filing on a voluntary basis as if all of the shares are beneficially owned by
FMR Corp. and FIL on a joint basis.
OWNERSHIP OF EQUITY SECURITIES BY MANAGEMENT
The table below sets forth as to each director and named executive officer,
and all directors and executive officers as a group, information regarding their
ownership of equity securities of the Corporation on January 15, 1994. The
persons listed below each have sole voting and investment power as to all shares
indicated except as set forth in the footnotes to the table. Where no
information appears in the column "Percent of Outstanding Shares of Common Stock
Owned" the securities held represent less than one percent of the Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT OF
BENEFICIAL OUTSTANDING
OWNERSHIP OF SHARES OF
COMMON COMMON
NAME STOCK(A) STOCK OWNED
------------ -----------
<S> <C> <C>
Marco B. Bianchi....................................... 16,246 --
J. Barclay Collins II.................................. 15,011 --
Bernard T. Deverin..................................... 31,136 --
Peter S. Hadley........................................ 1,009(b) --
John B. Hess........................................... 1,607,454(c) 1.7
Leon Hess.............................................. 9,715,953 10.5
2,313,431(d) 2.5
Edith E. Holiday....................................... 1,000 --
Thomas H. Kean......................................... 1,000 --
C. C. F. Laidlaw....................................... 1,000 --
W. S. H. Laidlaw....................................... 41,528(e) --
H. W. McCollum......................................... 92,279 --
Roger B. Oresman....................................... 80,352(f) --
William A. Pogue....................................... 1,000 --
William S. Renchard.................................... 2,500 --
John Y. Schreyer....................................... 21,716 --
Richard B. Sellars..................................... 3,400 --
William I. Spencer..................................... 500 --
Robert F. Wright....................................... 123,055 --
All directors and executive officers as a group........ 14,239,747 15.4
</TABLE>
- ---------------
(a) These figures include 1,221 shares vested in the name of Mr. Bianchi,
9,739 shares vested in the name of Mr. J. B. Hess, 4,528 shares vested
in the name of Mr. W. S. H. Laidlaw, 6,760 shares vested in the name of
Mr. McCollum, 716 shares vested in the name of Mr. Schreyer, 10,861
shares vested in the name of Mr. Wright and 115,033 shares vested for
all executive officers and directors as a group under the Corporation's
Employees' Savings and
14
<PAGE> 18
Stock Bonus Plan, as to which these individuals and the group have
investment power but generally do not have voting power, except with
respect to shares purchased with each such individual's own
contributions, which will be voted by the plan trustee in accordance
with such individual's written instructions; and 5,000 shares held in
escrow under the Corporation's Executive Long-Term Incentive
Compensation and Stock Ownership Plan for Mr. Bianchi, 5,000 shares
held in escrow under said Plan for Mr. Collins, 20,000 shares held in
escrow under said Plan for Mr. J. B. Hess, 15,000 shares held in escrow
under said Plan for Mr. W. S. H. Laidlaw, 20,000 shares held in escrow
under said Plan for Mr. Schreyer, 25,000 shares held in escrow under
said Plan for Mr. Wright, and 118,000 shares held in escrow for all
executive officers and directors as a group under said Plan as to which
these individuals and the group have voting power but not investment
power.
(b) Mr. Hadley holds these shares jointly with his wife and shares voting
and investment power.
(c) This figure includes 1,280,094 shares held by a family corporation, the
preferred stock of which is held by a trust of which Mr. J. B. Hess is
trustee and 33 1/3% of the common stock of which is owned by Mr. J. B.
Hess. The preferred stock of such corporation has 99% of the total
voting power of all classes of stock of such corporation. As trustee
Mr. J. B. Hess has voting power and investment power with respect to
such preferred stock. Mr. J. B. Hess' mother is the beneficiary of this
trust and Mr. Leon Hess has a remainder interest therein. This figure
excludes 23,423 shares held by a trust of which Mr. J. B. Hess is the
beneficiary.
(d) This figure includes 175,218 shares held by five corporations
(including that referred to in note (e) below) of which Mr. Leon Hess
is an officer, director and owner of voting preferred stock having at
least 80% of the total voting power of all classes of stock and 1,794
shares held by a trust of which Mr. Leon Hess is trustee. It also
includes 2,136,419 shares held by Hess Foundation, Inc. of which Mr.
Leon Hess is an officer and a director. It excludes 107,286 shares held
by Capitol Street Corporation, in which Mr. Hess indirectly owns an
equity interest as described in "Compensation Committee Interlocks and
Insider Participation" under "Executive Compensation and Other
Information". Mr. Hess disclaims beneficial ownership of such shares.
Mr. Leon Hess' address is in care of the Corporation, 1185 Avenue of
the Americas, New York, New York 10036.
(e) Mr. W. S. H. Laidlaw also owns the common stock of a corporation, the
preferred stock of which is owned by Mr. Leon Hess, which owns 35,000
shares of Common Stock. The preferred stock has more than 92% of the
total voting power of all classes of stock of this corporation.
(f) This figure includes 70,581 shares held in trusts (including 23,423
shares held in the trust referred to in the last sentence of note (c)
above) of which Mr. Oresman is a co-trustee and with respect to which
he has shared voting and investment power.
15
<PAGE> 19
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
Based on the recommendation of its Audit Committee, the Board of Directors
has selected the firm of Ernst & Young as the independent auditors of the
Corporation for the fiscal year ending December 31, 1994. Ernst & Young has
acted for the Corporation in such capacity since November 1, 1971. The Board
proposes that the stockholders ratify such selection at the Annual Meeting.
If the stockholders do not ratify the selection of Ernst & Young, the
selection of independent auditors will be reconsidered by the Board of
Directors.
Representatives of Ernst & Young are expected to be present at the Annual
Meeting and will be afforded the opportunity to make a statement if they desire
and will be available to respond to appropriate questions.
OTHER MATTERS
The Board of Directors knows of no other matters to come before the
meeting. Should any unanticipated business properly come before the meeting, the
persons named in the enclosed form of proxy will vote in accordance with their
best judgment.
The cost of preparing and mailing this Proxy Statement and the accompanying
proxy and the cost of solicitation of proxies on behalf of the Board of
Directors will be borne by the Corporation. Solicitation will be made by mail.
Some personal solicitation may be made by directors, officers
and employees without special compensation, other than reimbursement for
expenses. In addition, D. F. King & Co. has been retained to aid in the
solicitation. The fees of said organization for this solicitation are not
expected to exceed $20,000, exclusive of expenses.
Proposals which stockholders wish to include in the Corporation's proxy
materials relating to the 1995 Annual Meeting of Stockholders must be received
by the Corporation no later than November 29, 1994.
It is important that proxies be returned promptly. Stockholders are urged
to date and sign the enclosed proxy and return it promptly in the accompanying
envelope.
By order of the Board of Directors,
CARL T. TURSI
Secretary
New York, New York
March 29, 1994
16
<PAGE> 20
AMERADA HESS CORPORATION
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 4, 1994
The undersigned appoints LEON HESS, ROBERT F. WRIGHT and JOHN B. HESS,
or any of them, proxies, each with power of substitution, to vote all shares
the undersigned is entitled to vote at the Annual Meeting of Stockholders of
Amerada Hess Corporation to be held at its offices, 1 Hess Plaza, Route 9,
Woodbridge, New Jersey, on May 4, 1994, at 2:00 p.m., local time, and all
adjournments thereof as directed on the reverse side of this card and, in their
discretion, upon any other matters which may properly come before the Meeting
or any adjournment thereof.
The undersigned hereby revokes any proxy heretofore given to vote said
shares, and hereby ratifies all that said proxies may do at the Meeting or at
any adjournment thereof.
PLEASE INDICATE ON THE REVERSE SIDE OF THIS CARD HOW YOUR STOCK IS TO
BE VOTED.
IF NOT OTHERWISE SPECIFIED, SHARES WILL BE VOTED FOR ALL NOMINEES IN
ITEM 1 AND FOR PROPOSAL 2 ON THE REVERSE SIDE OF THIS CARD.
Receipt of Notice of the Meeting and of the Proxy Statement is hereby
acknowledged.
(Continued and to be signed on the other side)
<PAGE> 21
__________ ___________________ /X/ Please mark
SHARES DIV. REINV. SHS. your votes
as this
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES.
1. Election of the following nominees as Directors for three-year term expiring
in 1997:
P.S. Hadley, J.B. Hess, C.C.F. Laidlaw, W.A. Pogue, J. Y. Schreyer,
W.I. Spencer
FOR WITHHOLD AUTHORITY
all nominees to vote for all nominees
/ / / /
WITHHOLD FOR THE FOLLOWING ONLY
(Write the name of the nominee(s) in the space below)
____________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
2. Ratification of the selection of Ernst & Young as independent auditors for
fiscal year ending December 31, 1994.
FOR AGAINST ABSTAIN
/ / / / / /
Date , 1994
- ------------------------------------------
Signature
- ------------------------------------------
Signature
- ------------------------------------------
Please mark, date, and sign your name as it
appears to the left and return in the enclosed
envelope. When signing as an attorney, executor,
administrator, trustee, or guardian, please give
title as such. If signer is a corporation,
please sign full corporate name by authorized
officer and attach corporate seal. For
joint accounts, each joint owner should sign.
<PAGE> 22
CONFIDENTIAL VOTING INSTRUCTIONS
AMERADA HESS CORPORATION
EMPLOYEES' SAVINGS AND STOCK BONUS PLAN
FOR ANNUAL MEETING OF STOCKHOLDERS
OF AMERADA HESS CORPORATION, MAY 4, 1994
To: CHEMICAL BANK, as Trustee of the Amerada Hess Corporation
Employees' Savings and Stock Bonus Plan
The undersigned instructs the Trustee to vote all full and fractional
shares credited to his or her account in the Amerada Hess Corporation Common
Stock Fund in the Amerada Hess Corporation Employees' Savings and Stock Bonus
Plan at the Annual Meeting of Stockholders of Amerada Hess Corporation to be
held at its offices, 1 Hess Plaza, Route 9, Woodbridge, New Jersey, on May 4,
1994, at 2:00 p.m., local time, and all adjournments thereof as directed on the
reverse side of this card.
PLEASE INDICATE ON THE REVERSE SIDE OF THIS CARD HOW YOUR STOCK IS TO BE VOTED.
Receipt of Notice of the Meeting and of the Proxy Statement is hereby
acknowledged.
(Continued and to be signed on the other side)
<PAGE> 23
__________ /X/ Please mark
SHARES your votes
as this
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES.
1. Election of the following nominees as Directors for three-year term expiring
in 1997:
P.S. Hadley, J.B. Hess, C.C.F. Laidlaw, W.A. Pogue, J. Y. Schreyer,
W.I. Spencer
FOR WITHHOLD AUTHORITY
all nominees to vote for all nominees
/ / / /
WITHHOLD FOR THE FOLLOWING ONLY
(Write the name of the nominee(s) in the space below)
____________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
2. Ratification of the selection of Ernst & Young as independent auditors for
fiscal year ending December 31, 1994.
FOR AGAINST ABSTAIN
/ / / / / /
Date , 1994
- ------------------------------------------
Signature
- ------------------------------------------
Please mark, date, and sign your name as it
appears to the left and return in the enclosed
envelope no later than April 26, 1994.
