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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
HOLLY CORPORATION
________________________________________________________________________________
(NAME OF ISSUER)
COMMON STOCK, $0.01 PAR VALUE
________________________________________________________________________________
(TITLE OF CLASS OF SECURITIES)
435 758 30 5
_____________________________________________________
(CUSIP NUMBER)
HENRY A. TEICHHOLZ
100 CRESCENT COURT, SUITE 1600, DALLAS, TEXAS 75201
(214) 871-3555
_____________________________________________________
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
JUNE 27, 1995
_____________________________________________________
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT
THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF RULE 13D-1(b)(3) OR (4), CHECK THE FOLLOWING BOX. / /
CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THIS STATEMENT. / / (A
FEE IS NOT REQUIRED ONLY IF THE FILING PERSON: (1) HAS A PREVIOUS STATEMENT ON
FILE REPORTING BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT OF THE CLASS OF
SECURITIES DESCRIBED IN ITEM 1; AND (2) HAS FILED NO AMENDMENT SUBSEQUENT
THERETO REPORTING BENEFICIAL OWNERSHIP OF FIVE PERCENT OR LESS OF SUCH CLASS.)
(SEE RULE 13D-7).
NOTE: SIX COPIES OF THIS STATEMENT, INCLUDING ALL EXHIBITS SHOULD BE FILED
WITH THE COMMISSION. SEE RULE 13D-1(a) FOR OTHER PARTIES TO WHOM COPIES ARE TO
BE SENT.
*THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S
INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES,
AND FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER THE
DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED IN THE REMAINDER OF THIS COVER PAGE SHALL NOT BE
DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED ("ACT"), OR OTHERWISE SUBJECT TO THE LIABILITIES OF
THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT
(HOWEVER, SEE THE NOTES).
Page 1 of ___ Pages
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CUSIP No. 435 758 30 5 13D Page 2 of __ Pages
================================================================================
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clarence Lamar Norsworthy, III ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 326,435
BENEFICIALLY -------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 285,858
PERSON -------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
326,435
-------------------------------------
10 SHARED DISPOSITIVE POWER
285,858
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
612,293
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.4
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
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This Amendment No. 3 amends and restates, in part, the Schedule 13D previously
filed with the Securities and Exchange Commission on March 1, 1982 by Clarence
Lamar Norsworthy, III, regarding his beneficial ownership of the Common Stock,
par value $.01 per share, of Holly Corporation, as previously amended by
Amendment No. 1 and Amendment No. 2 to such Schedule 13D.
ITEM 1. SECURITY AND ISSUER
(a) Title of Class of Equity Security:
Common Stock, par value $.01 per share (the "Common Stock")
(b) Name of Issuer and Address of Issuer's Principal Executive
Offices:
Holly Corporation (the "Company")
100 Crescent Court
Suite 1600
Dallas, Texas 75201
ITEM 2. IDENTITY AND BACKGROUND
(a) Name:
Clarence Lamar Norsworthy, III (the "Filing Party").
(b) Business Address:
Holly Corporation
100 Crescent Court
Suite 1600
Dallas, Texas 75201
(c) The present principal occupation of the Filing Party is
Chairman of the Board, President and Chief Executive Officer
of Holly Corporation, the principal business office of which
is located at 100 Crescent Court, Suite 1600, Dallas, Texas
75201.
(d) During the last five years the Filing Party has not been
convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
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(e) During the last five years the Filing Party has not been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which proceeding
the Filing Party was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Citizenship:
The Filing Party is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION
On June 27, 1995, in connection with a public offering of
Common Stock by certain shareholders of the Company registered
pursuant to the Securities Act of 1933, as amended, the Filing
Party entered into a Purchase Agreement with Merrill Lynch,
Pierce, Fenner & Smith Incorporated and CS First Boston
Corporation (collectively, the "Underwriters") pursuant to
which the Filing Party completed the sale on July 3, 1995, of
102,146 shares of Common Stock, representing approximately
1.2% of the shares of Common Stock outstanding on such date.
All of the shares sold by the Filing Party in the offering
were sold by the Filing Party for his own account.
ITEM 5. INTEREST OF SECURITIES OF ISSUER
(a) After giving effect to the transaction described in Item
4, the Filing Party is the beneficial owner of 612,293 shares
of Common Stock, representing 7.4% of the outstanding Common
Stock.
(b) Of the shares described above in Item 5(a), the Filing
Party owns individually and has sole voting and dispositive
power of 326,435 shares and has shared voting and dispositive
power of 285,858 shares as co-trustee of trusts for the
benefit of the Filing Party, David Bair Norsworthy ("David
Norsworthy") and Nona Lucy Barrett (the "Trusts"). The
Filing Party shares
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dispositive and voting power with respect to the 285,858
shares owned by the Trusts with David Norsworthy and Brown
Brothers Harriman Trust Company of Texas, as co-trustees of
the Trusts. Mr. David Norsworthy is self-employed and is a
citizen of the United States, and the business address of Mr.
David Norsworthy is 114 Hudson Street, Del Rio, Texas 78140.
Brown Brothers Harriman Trust Company of Texas is a Texas
trust company whose principal business address is 2001 Ross
Avenue, Dallas, Texas 75201. To the knowledge of the Filing
Party, during the last five years neither Mr. David Norsworthy
nor Brown Brothers Harriman Trust Company of Texas has been
convicted in a criminal proceeding (excluding traffic
violations with respect to Mr. David Norsworthy and similar
misdemeanors), and neither has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which proceeding he or it, as the
case may be, was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(c) On July 3, 1995, the Filing Party completed the sale of
102,146 shares of Common Stock in the offering described in
Item 4 above at a price of $21.975 per share. The Filing
Party has not effected any other transactions in the Common
Stock in the past 60 days. The Filing Party's last amendment
to Schedule 13D was filed December 16, 1985.
(d) The Filing Party beneficially owns 285,858 shares of
Common Stock solely as co-trustee of the Trusts. The Filing
Party shares the right to receive and the power to direct the
dividends from, or the proceeds from the sale of, such shares
with the other co-trustees of the Trusts.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Of the shares of Common Stock beneficially owned by the Filing
Party, 285,858 shares are beneficially owned by the Filing
Party solely in his capacity as co-trustee of the Trusts. As
a co-trustee of such Trusts, the Filing Party has shared
voting and dispositive power with respect to such shares and
may not independently vote or dispose of such shares. In
addition, all the shares of Common Stock beneficially owned by
the Filing Party are currently subject to lock-up agreements
with the Underwriters executed in connection with the offering
described in Item 4 above, which prohibits the sale of such
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shares for a period of 180 days following the date of the
Purchase Agreement for such offering without the consent of
the Underwriters.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit 7.1 Power of Attorney of Clarence Lamar
Norsworthy, III, appointing W. John
Glancy his attorney-in-fact.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
July 12, 1995 By: /s/ W. John Glancy
Date W. John Glancy,
Attorney-in-Fact for Clarence Lamar Norsworthy, III
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INDEX TO EXHIBITS
Exhibit 7.1 Power of Attorney of Clarence Lamar
Norsworthy, III, appointing W. John
Glancy his attorney-in-fact.
<PAGE> 1
EXHIBIT 7.1
[L. Norsworthy]
HOLLY CORPORATION
Public Offering
Selling Stockholder's Irrevocable Power of Attorney
Lamar Norsworthy
W. John Glancy
c/o Holly Corporation
100 Crescent Court, Suite 1600
Dallas, Texas 75201
Dear Sirs:
Holly Corporation, Inc., a Delaware corporation (the "Company"), the
undersigned and certain other holders of the Company's Common Stock (such
holders and the undersigned being hereinafter sometimes collectively referred
to as the "Selling Stockholders"), propose to enter into a Purchase Agreement
(the "Purchase Agreement") with the Company and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and CS First Boston Corporation, as
representatives (the "Representatives") of the underwriters (the
"Underwriters") named therein. The Selling Stockholders propose to sell
certain authorized and issued shares of the common stock, par value $0.01 per
share, of the Company (the "Common Stock"), owned by them to the Underwriters
pursuant to the Purchase Agreement. All terms not otherwise defined herein
shall have the same meaning as in the Purchase Agreement.
The undersigned Selling Stockholder hereby irrevocably constitutes and
appoints Lamar Norsworthy and W. John Glancy, each with full power and
authority to act alone in any matter hereunder and with full power of
substitution, the true and lawful attorneys-in-fact (the "Attorneys") of the
undersigned Selling Stockholder with full power in the name of, for and on
behalf of, the undersigned Selling Stockholder with respect to all matters
arising in connection with the sale of Common Stock by the undersigned Selling
Stockholder including, but not limited to, the power and authority to take any
and all of the following actions:
(1) To sell and deliver to the several Underwriters (whether
pursuant to the exercise of an over-allotment option or otherwise) up to the
number of shares of Common Stock set forth under the caption "MAXIMUM SHARES
FOR SALE" on the signature page hereto (such total number of shares as the
Attorneys shall determine to sell in their sole discretion are hereinafter
referred to as the "Securities"), such Securities to be represented by all or
part of the certificates deposited by the undersigned Selling Stockholder
pursuant to the Letter of Transmittal and Custody Agreement (the "Custody
Agreement") between the undersigned Selling Stockholder and the Company, as
custodian (the "Custodian"), at such purchase price per share and on such other
terms as the Attorneys, or any one of them, in their sole discretion shall
determine and shall agree to with the Representatives, but at the same price
per share and, subject to paragraph (5) below, on the same terms at which all
other Selling Stockholders and the Company sell Common Stock to the
Underwriters;
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(2) To execute, deliver and perform the Purchase Agreement and in
conjunction with the Representatives and the Board of Directors of the Company
to determine the public offering price and the purchase price per share of
Common Stock to be paid by the Underwriters (subject to paragraph (1) above)
and the other terms of sale in accordance with the Purchase Agreement
(including the provisions for exercise of the Underwriters' over-allotment
option), with full power (subject to paragraph (1) above) to amend the Purchase
Agreement and any related documents (other than any provisions therein relating
to indemnification and expenses) in such manner as the Attorneys may determine
in good faith to be in the best interests of the undersigned Selling
Stockholder and not materially inconsistent with this Agreement;
(3) To give such orders and instructions to the Custodian as the
Attorneys may determine with respect to (i) the transfer on the books of the
Company of any shares of Common Stock to be sold by the undersigned Selling
Stockholder to the Underwriters in order to effect such sale, (ii) the delivery
to or for the account of the Underwriters of the certificates for the
Securities against receipt by the Custodian or its agent of the purchase price
to be paid therefor, (iii) the payment (pro rata to the number of Securities
sold being sold by each Selling Stockholder), out of the proceeds (net of
underwriting discounts) from the sale of the Securities by the undersigned
Selling Stockholder to the Underwriters, of any expense incurred in accordance
with paragraph (7) which is not payable by the Company, and (iv) the return to
the undersigned Selling Stockholder of new certificates representing the number
of shares of Common Stock, if any, represented by certificates deposited with
the custodian which are in excess of the number of shares of Common Stock sold
by the undersigned Selling Stockholder to the Underwriters;
(4) On behalf of the undersigned Selling Stockholder, to make the
representations and warranties and enter into the agreements contained in the
Purchase Agreement (including the 180-day "lock-up" agreement contained in
Section 4(a) thereof);
(5) To incur any necessary or appropriate expense in connection
with the sale of the Securities;
(6) To approve on behalf of the undersigned Selling Stockholder
any amendments to the Registration Statement or the Prospectus other than
information contained therein with respect to the undersigned Selling
Stockholder under the caption "Selling Stockholders";
(7) To make, execute, acknowledge and deliver all such other
contracts, stock powers, orders, receipts, notices, instructions, certificates,
letters and other writings, including, without limitation, requests for the
acceleration of the effectiveness of the Registration Statement, and other
communications to the Securities and Exchange Commission (the "Commission"),
and amendments to the Purchase Agreement, and in general to do all things and
to take all actions which the Attorneys, in their sole discretion, may consider
necessary or proper in connection with or to carry out the aforesaid sale of
shares to the Underwriters and the public offering thereof, as fully as could
the undersigned Selling Stockholder if personally present and acting;
(8) If necessary, to endorse (in blank or otherwise) on behalf of
the undersigned Selling Stockholder the certificate or certificates
representing the Securities, or a stock power or powers attached to such
certificate or certificates;
(9) Pursuant to the Purchase Agreement, to sell a number of shares
of Common Stock fewer than that set forth in the Custody Agreement; provided,
however, that in the event of any such reduction in the number of shares to be
sold by the undersigned Selling Stockholder, the number of shares being sold by
all other Selling Stockholders is also reduced pro rata to the number of
Securities being sold by all such selling Stockholders; and
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(10) To sign such other underwriting documents and agreements as
necessary to consummate the transactions contemplated hereby and by the
Purchase Agreement.
Each of the Attorneys is hereby empowered to determine in his or her
sole discretion the time or times when, purpose for and manner in which any
power herein conferred upon him or her shall be exercised, and the conditions,
provisions or covenants of any instrument or document which may be executed by
him or her pursuant hereto.
The undersigned Selling Stockholder has reviewed the preliminary
copies of the Purchase Agreement dated June 9, 1995 and understands the
obligations and agreements of the undersigned Selling Stockholder set forth
therein. All representations and warranties of the Selling Stockholders in
Section 1(b) of the Purchase Agreement are, with respect to the undersigned
Selling Stockholder, and will be at the Closing Time (as determined in
accordance with the Purchase Agreement), true and correct and will, as provided
in the Purchase Agreement, survive the termination of the Purchase Agreement
and the delivery of and payment for the Securities.
Upon the execution and delivery of the Purchase Agreement by the
Attorneys on behalf of the Selling Stockholders, the undersigned Selling
Stockholder agrees to be bound by and to perform each and every covenant and
agreement therein of the undersigned Selling Stockholder as a Selling
Stockholder (including, without limitation, the indemnification and
contribution arrangements set forth in the Purchase Agreement).
This Power of Attorney and all authority conferred hereby is granted
and conferred subject to and in consideration of the interests of the
Underwriter, the Company and the other Selling Stockholders who may become
parties to the Purchase Agreement, and for the purposes of completing the
transactions contemplated by the Purchase Agreement and this Power of Attorney.
This Power of Attorney is an agency coupled with an interest and all
authority conferred hereby shall be irrevocable, and shall not be terminated by
any act of the undersigned Selling Stockholder or by operation of law, whether
by the death or incapacity of the undersigned Selling Stockholder (if a natural
person) or by the occurrence of any other event or events (including, without
limiting the foregoing, the termination of any trust or estate for which the
undersigned Selling Stockholder is acting as a fiduciary or fiduciaries or the
dissolution or liquidation of any corporation or partnership). If the
undersigned Selling Stockholder should die or become incapacitated, if any
trust or estate should be terminated, if any corporation or partnership should
be dissolved or liquidated, or if any other such event should occur before the
delivery of the Securities to be sold by the undersigned Selling Stockholder
under the Purchase Agreement, certificates for such Securities shall be
delivered by you on behalf of the undersigned Selling Stockholder in accordance
with the terms and conditions of the Purchase Agreement and of the Custody
Agreement executed by the undersigned Selling Stockholder, and action taken by
you pursuant to the Custody Agreement shall be as valid as if such death,
incapacity, termination, dissolution, liquidation or other event had not
occurred, regardless of whether or not you or the Custodian, or either of them,
shall have received notice of such death, incapacity, termination, dissolution,
liquidation or other event.
Notwithstanding any of the foregoing provisions, if the Purchase
Agreement shall not have been entered into prior to September 30, 1995, (or if
the Purchase Agreement has been entered into and terminated in accordance with
its terms prior to such date) then from and after the first such date, this
Power of Attorney shall be deemed terminated.
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The undersigned Selling Stockholder hereby represents and warrants:
(i) This Power of Attorney has been duly executed and
delivered by or on behalf of such Selling Stockholder (and, in the
case of a Selling Stockholder other than a natural person, has been
duly authorized) and is the valid and legally binding agreement of
such Selling Stockholder enforceable against such Selling Stockholder
in accordance with its terms, except that (a) the enforceability
hereof or thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights
generally, (b) the remedy of specific performance and other forms of
equitable relief may be subject to certain equitable defenses and to
the discretion of the court before which the proceedings therefor may
be brought and (c) rights to indemnity and contribution hereunder or
thereunder may be limited by federal or state securities laws or the
public policy underlying such laws.
(ii) Neither the sale of the Securities, the execution,
delivery or performance of this Power of Attorney, the Purchase
Agreement or the Custody Agreement by or on behalf of such Selling
Stockholder nor the consummation by or on behalf of such Selling
Stockholder of the transactions contemplated hereby and thereby (a)
requires any consent, approval, authorization or other order of, or
registration or filing with, any court, regulatory body,
administrative agency or other governmental body, agency or official
(except such as may be required for the registration of the Securities
under the Act or compliance with the securities or Blue Sky laws of
various jurisdictions, and applicable state laws regulating insurance
holding company systems), or (b) conflicts or will conflict with or
constitutes or will constitute a breach of, or a default under, any
material agreement, indenture, lease or other instrument to which such
Selling Stockholder is a party or by which such Selling Stockholder is
or may be bound, or violates or will violate any statute, law,
regulation or filing or judgment, injunction, order or decree
applicable to such Selling Stockholder, or will result in the creation
or imposition of any lien, charge or encumbrance upon any property or
assets of such Selling Stockholder pursuant to the terms of any
material agreement or instrument to which such Selling Stockholder is
a party or by which such Selling Stockholder may be bound or to which
any of the property or assets of such Selling Stockholder is subject.
(iii) Such Selling Stockholder now has, and at the Closing
Time and any Option Closing Time will have, valid and marketable title
to the Securities to be sold by such Selling Stockholder, free and
clear of any lien, claim, security interest or other encumbrance,
including, without limitation, any restriction on transfer.
(iv) Such Selling Stockholder now has, and at the Closing
Time and any Date of Delivery will have, full legal capacity, right
(and, if such Selling Stockholder is other than a natural person,
power and authorization), and any approval required by law (it being
understood that such Selling Stockholder makes no representation as to
any federal or state securities or Blue Sky laws that are applicable
to the sale of the Securities), to execute and deliver this Power of
Attorney.
(v) (a) All information furnished by or on behalf of such
Selling Stockholder in writing specifically for use in the
Registration Statement and the Prospectus is, and at the Closing Time
will be, true, correct, and complete, and does not, and at the Closing
Time will not, contain any untrue statement of a material fact or omit
to state any material fact necessary to make such statements, in light
of the circumstances in which they were made, not
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misleading; and (b) such Selling Stockholder has reviewed and is
familiar with the information concerning it in the Registration
Statement and the Prospectus under the caption "Principal and Selling
Stockholders" and has no knowledge of any material fact, condition or
information concerning it in its capacity as a Selling Stockholder not
disclosed in such Prospectus.
(vi) Certificates in negotiable form for all Securities to
be sold by such Selling Stockholder under the Purchase Agreement have
been placed in custody with the Custodian for the purpose of effecting
delivery under the Purchase Agreement.
(vii) The Selling Stockholder is not affiliated with, or a
person associated with, a member of the National Association of
Securities Dealers, Inc.
The Attorneys, and any of them, shall be entitled to act and rely upon
any representation, warranty, agreement, statement, request, notice or
instructions respecting this Power of Attorney given by the undersigned Selling
Stockholder, not only as to the authorization, validity and effectiveness
thereof, but also as to the truth and acceptability of any information therein
contained; provided, however, that any statement or notice to the Attorneys
with respect to the date of delivery under the Purchase Agreement or with
respect to the noneffectiveness or termination of the Purchase Agreement, or
advice that the Purchase Agreement has not been executed and delivered, shall
have been confirmed in writing to the Attorneys by the Representatives, or any
of them. In acting hereunder, the Attorneys may also rely on the
representations, warranties and agreements of the undersigned Selling
Stockholder made in the Purchase Agreement executed by the Attorneys on behalf
of the undersigned Selling Stockholder and in the Custody Agreement executed by
the undersigned Selling Stockholder.
The foregoing representations, warranties and agreements, as well as
those contained in the Purchase Agreement, are made for the benefit of, and may
be relied upon by the Attorneys, the Company and the Custodian and each of
their respective representatives, agents and counsel (including Weil, Gotshal &
Manges).
It is understood that the Attorneys assume no responsibility or
liability to any person other than to deal with the certificates for shares of
Common Stock deposited with the Custodian pursuant to the Custody Agreement and
the proceeds from the sale of shares of Common Stock represented thereby in
accordance with the provisions hereof and thereof. The Attorneys (in such a
capacity) make no representations with respect to and shall have no
responsibility for the Registration Statement or the Prospectus nor, except as
herein expressly provided, for any aspect of the offering of Common Stock, and
the Attorneys shall not be liable for any error of judgment or for any act done
or omitted or for any mistake of fact or law except for the Attorneys' own
gross negligence or bad faith. The undersigned Selling Stockholder agrees to
indemnify the Attorneys for and to hold the Attorneys, jointly and severally,
free from and harmless against any and all loss, claim, damage, liability or
expense incurred by or on behalf of the Attorneys, or any of them, arising out
of or in connection with acting as Attorneys under this Power of Attorney, as
well as the cost and expense of defending against any claim of liability
hereunder, and not due to the Attorneys' own gross negligence or wilful
misconduct. The undersigned Selling Stockholder agrees that the Attorneys may
consult with counsel of their choice (which may but need not be counsel for the
Company) and the Attorneys shall have full and complete authorization and
protection for any action taken or suffered by the Attorneys, or any of them
hereunder, in good faith and in accordance with the opinion of such counsel.
This Power of Attorney shall be governed by the laws of the State of
Texas.
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In witness whereof, the undersigned Selling Stockholder has caused
this Power of Attorney to be executed as of the day set forth below.
Dated: June 16, 1995
By: /s/ Lamar Norsworthy
Name: Lamar Norsworthy
MAXIMUM SHARES FOR SALE:
300,000
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