<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
SOUTHERN INVESTORS SERVICE COMPANY, INC.
------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total Fee Paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
SOUTHERN INVESTORS SERVICE COMPANY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 17, 1995
To the Stockholders of
Southern Investors Service Company, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of
Southern Investors Service Company, Inc., a Delaware corporation (Company), will
be held in the board room of the Company's corporate offices, 2727 North Loop
West, Suite 200, Houston, Texas 77008, on Wednesday, May 17, 1995 at 3:00 p.m.,
Houston time, for the following purposes:
(a) To elect four directors to serve until the next annual
meeting of stockholders or until their respective successors shall be
elected and qualified;
(b) To ratify the appointment of Arthur Andersen LLP as
independent public accountants for the Company for the year ending December
31, 1995; and
(c) To transact such other business as may properly come before
the meeting or any adjournments thereof.
Only holders of Common Stock, $1.00 par value, of record on April 19,
1995 are entitled to notice of and to vote at the meeting or any adjournment
thereof.
By Order of the Board of Directors,
[SIGNATURE OF WALTER M. MISCHER, JR. APPEARS HERE]
WALTER M. MISCHER, JR.
President and Chief Operating Officer
Houston, Texas
April 26, 1995
IMPORTANT
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. PLEASE COMPLETE, SIGN AND MAIL THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE PROMPTLY, WHETHER OR NOT YOU INTEND
TO BE PRESENT AT THE MEETING. THIS PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS
USE.
<PAGE>
SOUTHERN INVESTORS SERVICE COMPANY, INC.
2727 NORTH LOOP WEST
SUITE 200
HOUSTON, TEXAS 77008
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished to the stockholders of Southern
Investors Service Company, Inc. (Company), in connection with the solicitation
by the Board of Directors of the Company of proxies to be used at the Annual
Meeting of Stockholders to be held on May 17, 1995 (Meeting). It is anticipated
that proxy solicitation materials will be first mailed to stockholders on April
27, 1995. Proxies in the form enclosed, properly executed by stockholders and
returned to the Company, which are not revoked, will be voted at the Meeting.
Proxies will be voted in accordance with the directions specified thereon, and
otherwise in accordance with the judgment of the persons designated as proxies.
Any proxy on which voting instructions are not specified will be voted for the
nominees for the office of director named herein and in favor of the
ratification of Arthur Andersen LLP as independent public accountants for the
Company for the year ending December 31, 1995. A proxy may be revoked by giving
written notice of such revocation to the Secretary of the Company at any time
before such proxy is voted at the Meeting.
The Annual Report to Stockholders with respect to the Company's fiscal
year ended December 31, 1994 is being mailed to stockholders contemporaneously
with the proxy solicitation materials. The Annual Report does not form a part
of the material for the solicitation of proxies.
OUTSTANDING CAPITAL STOCK
The record date for determining the stockholders of the Company
entitled to notice of and to vote at the Meeting is the close of business on
April 19, 1995. At the close of business on that date, the Company had issued
and outstanding and entitled to vote at the Meeting 3,168,929 shares of common
stock, $1.00 par value (Common Stock).
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority of
the 3,168,929 shares of Common Stock outstanding is necessary to constitute a
quorum at the Meeting. In accordance with Delaware law and the Company's
charter and bylaws, each qualifying share of Common Stock is entitled to one
vote on each matter to be acted upon at the Meeting. In establishing the
presence of a quorum, abstentions and broker non-votes will be included in the
determination of the number of shares represented at the Meeting. Abstentions
will have the same effect as a vote against a proposal; broker non-votes,
however, are not included in the tally of votes cast and will not affect the
outcome of a proposal.
<PAGE>
PRINCIPAL SECURITY HOLDERS
To the best knowledge of the Company, the following table sets forth
all persons beneficially owning more than 5% of the Common Stock at April 19,
1995. Unless otherwise indicated, each of the following persons may be deemed
to have sole voting and dispositive power with respect to such shares.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNER OF CLASS
- ------------------------------------------ ------------------- ---------
<S> <C> <C>
Walter M. Mischer......................... 915,240(a) 28.88%
2727 North Loop West, Suite 200
Houston, Texas 77008
Collecting Bank National Association
(A National Bank in Liquidation)........ 805,156 25.41%
1001 Main
Houston, Texas 77002
John D. Weil.............................. 335,695(b) 10.59%
509 Olive St., Suite 705
St. Louis, Missouri 63101
Texas Commerce Bank National Association..
P. O. Box 2558 307,549 9.71%
Houston, Texas 77252
John W. Storms, Trustee................... 180,773(c) 5.70%
1980 Post Oak Blvd., Suite 2110
Houston, Texas 77056
</TABLE>
- --------------
(a) The number of shares of the Common Stock set forth as being beneficially
owned by Mr. Mischer includes 2,250 shares of Common Stock that Mr. Mischer
holds as custodian for his grandchildren.
(b) The number of shares of Common Stock set forth as being beneficially owned
by Mr. Weil includes 308,695 shares of Common Stock held by Mr. Weil and
27,000 shares of Common Stock held by trusts of which Mr. Weil is the
trustee.
(c) Mr. Storms serves as Trustee for the Walter M. Mischer, Jr. 1972 Trust and
the Paula Mischer Corson 1972 Trust, and as co-trustee of certain trusts for
the benefit of Paula Mischer Watson's and Mr. Mischer, Jr.'s children. The
number of shares of Common Stock set forth as being beneficially owned by
Mr. Storms includes 120,548 shares held by the Walter M. Mischer, Jr. 1972
Trust. Mr. Mischer, Jr. is the sole beneficiary of such trust, but does not
exercise any voting or dispositive power with respect to any securities held
by such trust. Mr. Mischer, Jr. is the son of Walter M. Mischer. Such
number also includes 200 shares of Common Stock owned by a trust for the
benefit of one of Mr. Mischer, Jr.'s children, as to which Mr. Storms serves
as co-trustee and shares voting and dispositive power. Such number also
includes 59,225 shares held by the Paula Mischer Corson 1972 Trust. Paula
Mischer Watson, the daughter of Mr. Mischer and the sister of Mr. Mischer,
Jr., is the sole beneficiary of such trust, but does not exercise voting or
dispositive power with respect to such securities. Such number also
includes 800 shares of Common Stock owned by trusts for the benefit of Mrs.
Watson's children, as to which Mr. Storms serves as a co-trustee and shares
voting and dispositive power.
2
<PAGE>
NOMINEES FOR DIRECTORS
Each of the following persons is a nominee for election as a director of the
Company and each is currently a member of the Board of Directors. Directors
will be elected by the majority vote of the shares of Common Stock represented
at the Meeting and entitled to vote. The term of office for which the following
persons are nominated will expire at the next annual meeting of stockholders of
the Company or when their respective successors shall have been duly elected and
shall have qualified. Should any nominee for the office of director named
herein become unable or unwilling to accept nomination or election, the person
or persons acting under the proxies will vote for the election in his stead of
such other persons as the Board of Directors may recommend. The Board of
Directors has no reason to believe that any of the nominees will be unable or
unwilling to serve if elected to office and, to the knowledge of management, the
nominees intend to serve the entire term for which election is sought.
Unless otherwise noted, the information provided in the column below captioned
"Principal Occupation" indicates the principal occupation and employment of each
nominee during the past five years and the name and principal business of any
corporation or other organization in which such occupation or employment was
carried on.
<TABLE>
<CAPTION>
DIRECTOR OF THE
NOMINEES FOR DIRECTOR AGE PRINCIPAL OCCUPATION COMPANY SINCE
- -------------------------------- --- ------------------------------------------ ---------------
<S> <C> <C> <C>
Walter M. Mischer (a)(b)(c)(d).. 72 Chairman of the Board and Chief Executive 1955
Officer, Southern Investors Service
Company, Inc., Houston, Texas
Walter M. Mischer, Jr. (b)(e)... 44 President and Chief Operating Officer, 1976
Southern Investors Service Company, Inc.,
Houston, Texas
Tom F. Steele (c)(d)............ 77 Private Investor, Houston, Texas 1969
John D. Weil (c)(d)............. 54 Private Investor, St. Louis, Missouri 1992
</TABLE>
- --------------
(a) As a result of Mr. Mischer's ownership of the shares of Common Stock as
described in "Principal Security Holders" above, Mr. Mischer may be deemed
to be a control person of the Company for reasons other than his position as
a director of the Company. Mr. Mischer is the father of Walter M. Mischer,
Jr.
(b) Member of Executive Committee.
(c) Member of Audit Committee.
(d) Member of Compensation Committee.
(e) Mr. Mischer, Jr. is the son of Walter M. Mischer.
3
<PAGE>
The following table sets forth certain information concerning the ownership
of shares of Common Stock by the nominees for director, the executive officers
named below in the Summary Compensation Table and by all directors and executive
officers of the Company as a group:
SECURITIES OWNED BENEFICIALLY AT APRIL 19, 1995
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
DIRECTOR OR NOMINEE BENEFICIAL OWNER(A) PERCENT OF CLASS
- ---------------------------------- ------------------------ -----------------
<S> <C> <C>
Walter M. Mischer 915,240(b) 28.9%
Walter M. Mischer, Jr. 25,044(c)(d) (e)
Tom F. Steele 1,000 (e)
John D. Weil 335,695(f) 10.6%
All directors and executive
officers as a group 1,276,989 40.3%
</TABLE>
- --------------
(a) Except as otherwise described herein, each nominee may be deemed to have
sole voting and dispositive power with respect to his shares.
(b) Includes 2,250 shares held by Mr. Mischer as custodian for his
grandchildren.
(c) Includes 50 shares held by Mr. Mischer, Jr. as custodian, and 800 shares
held by trusts of which Mr. Mischer, Jr. serves as co-trustee and as to
which he shares voting and dispositive power.
(d) Does not include 120,548 shares of Common Stock held by the Walter M.
Mischer, Jr. 1972 Trust. Mr. Mischer, Jr. is the sole beneficiary of such
trust, but does not exercise any voting or dispositive power with respect to
any securities held by such trust.
(e) Less than 1%.
(f) Includes 27,000 shares of Common Stock held by trusts of which Mr. Weil is
trustee.
The Board of Directors held one meeting during 1994 and each of the directors
attended. Committees of the Board of Directors include the Executive Committee,
the Audit Committee and the Compensation Committee. The Audit Committee, which
was established in May 1979, did not hold any meetings in 1994; however, the
members thereof communicated informally from time to time in 1994. The Audit
Committee's function is to recommend an independent auditor for each ensuing
year and to review financial statements, audit results, the scope of audit
procedures and the auditors' evaluation of internal controls. The Executive
Committee did not hold any meetings during 1994; however, the members thereof
communicated informally from time to time in 1994. The Compensation Committee,
which was established in January 1982, did not hold any meetings during 1994;
however, the members thereof communicated informally from time to time in 1994.
The Compensation Committee's principal function is to administer the Key
Employee Equity Participation Incentive Plan, as described below. The Board of
Directors does not have a nominating committee or other committees performing
similar functions. The directors do not receive any compensation for their
service as directors.
4
<PAGE>
The following nominees hold directorships (or trusteeships, as indicated) in
the companies indicated, which companies have a class of securities registered
pursuant to the requirements of the Securities Exchange Act of 1934: Walter M.
Mischer - Southwest Airlines Co. and Howell Corporation; John D. Weil -
Physicians Insurance Company of Ohio, Cliffs Drilling Company, Cleve Trust
Realty Investors and Ogelbay Norton Company.
EXECUTIVE OFFICERS
Each of the following persons has been chosen to become an executive officer
of the Company. The term of office for which the following persons are to be
elected will expire at the first Board of Directors meeting following the 1996
Annual Meeting of Stockholders of the Company or when their respective
successors shall have been duly elected and shall have qualified.
<TABLE>
<CAPTION>
SERVED IN SUCH
NAME AGE OFFICE CAPACITY SINCE
- ------------------------ --- ----------------------------- --------------
<S> <C> <C> <C>
Walter M. Mischer....... 72 Chairman of the Board 1969
Chief Executive Officer 1976
Walter M. Mischer, Jr... 44 President 1981
Chief Operating Officer 1981
James C. Box............ 64 Senior Vice President 1988
Eric M. Schumann (a).... 44 Senior Vice President-Finance 1992
</TABLE>
- --------------
(a) From September 1986 to July 1991, Mr. Schumann served as Executive Vice
President-Chief Financial Officer of Commonwealth Savings, Houston, Texas.
Mr. Schumann was self-employed as a merger and acquisition consultant from
July 1991 until his employment by the Company in May 1992 as Senior Vice
President-Finance.
EXECUTIVE COMPENSATION
COMPENSATION
The following table sets forth information regarding the Company's chief
executive officer and the only executive officer whose aggregate direct
remuneration from the Company and its subsidiaries exceeded $100,000 during the
calendar year ended December 31, 1994. The Company has no stock option,
retirement or pension plans.
5
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME AND ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) COMPENSATION ($)
- ------------------------------- --------- ---------- ---------------------
<S> <C> <C> <C>
Walter M. Mischer 1994 $ 11,039 $0
Chairman of the Board 1993 $ 10,605 0
Chief Executive Officer 1992 $ 10,440 0
Walter M. Mischer, Jr. 1994 $ 90,399 $80,700(a)
President and Chief Operating 1993 $106,721 0
Officer 1992 $167,254 0
</TABLE>
- --------------
(a) Mr. Mischer, Jr. is a participant in the Key Employee Equity Participation
Incentive Plan described below. The participants are entitled to share in
cash distributions under limited partnerships subject to such plan. Cash
distributions totalling $80,700 were made to Mr. Mischer, Jr. in 1994 and
this amount is included in the table. No distributions were made to Mr.
Mischer, Jr. in 1993 or 1992.
CERTAIN TRANSACTIONS
In 1982 the Board of Directors instituted a Key Employee Equity Participation
Incentive Plan (Incentive Plan) designed to provide incentive compensation for
certain key employees of Mischer Development, Inc. (MDI), the Company's former
wholly owned subsidiary engaged in developing and managing office buildings. To
implement the Incentive Plan, the Compensation Committee of the Board of
Directors allocated to the participating employees, in the aggregate, a 16.25%
interest in a limited partnership formed in January 1982 (1982 Partnership).
Through the 1982 Partnership, the Company, as general partner, currently holds
an 86.25% interest. The limited partners hold the remaining 13.75%. Their
positions with the Company (if any), and their interest in the 1982 Partnership
are as follows: Walter M. Mischer, Jr., President, Chief Operating Officer, and
director - 5.0%; C. Ronald Blankenship - 5.0%; George Ruhlen - 2.5%; and Robert
E. McDonald - 1.25%. The limited partners made capital contributions to the
1982 Partnership at the time of its formation.
The Company, as general partner, is solely responsible for determining when
any distribution is to be made to the partners. All profits, losses and
distributions of the 1982 Partnership are allocated among the partners in
accordance with the partnership agreement.
Under the terms of the limited partnership agreement, the Company may, at its
option, and will, at the option of the limited partner, purchase the partnership
interest of a limited partner who is no longer employed by the Company or any of
its subsidiaries. In connection with such a transaction in 1992, the Company
deeded a house in Houston to a limited partner as consideration for such
person's interest. The house was purchased from Walter M. Mischer for $65,000.
The Company issued a $65,000 note payable to Mr. Mischer which was due
6
<PAGE>
together with interest at the prime rate on June 28, 1993 and was consolidated
with other notes payable to Mr. Mischer, as described below.
The Company had accrued a $965,000 liability, and made distributions of
$85,000 to the limited partners during 1991 and $73,000 to the partner discussed
above during 1992 related to the Incentive Plan. During 1994, the Company made
payments of $202,000 in settlement of the remaining obligations and recorded an
extraordinary gain of $605,000. Mr. Mischer, Jr. received $80,700 in 1994 of
the amount distributed to the limited partners.
The 1982 Partnership owns a 20% equity interest in a ten-story office building
in Houston, Texas completed in 1983. As of the date of this Proxy Statement,
the value, if any, ultimately realizable from a limited partner's interest in
the 1982 Partnership is not ascertainable.
During the fourth quarter of 1990, the Company settled its obligations with
one of its joint venture lenders. Walter M. Mischer had previously guaranteed
the joint venture's loan and the Company had indemnified Mr. Mischer against any
loss with respect to his guarantee. Mr. Mischer paid $35,000 cash and issued a
note payable to the lender for $83,700, bearing interest at 12% and maturing on
June 28, 1993, to settle his guarantee. The Company recorded a note payable to
Mr. Mischer, which had a balance of $116,000 as of December 31, 1992, and with
interest at 12% was due June 28, 1993. The note was consolidated with other
notes payable to Mr. Mischer, as described below.
During 1993, Mr. Mischer advanced the Company $90,000. This advance, together
with the $65,000 note discussed above and the $116,000 note discussed above, and
accrued and unpaid interest, were consolidated into a single note in the
approximate principal amount of $338,000. This note bears interest at the prime
rate plus 1% and is due May 18, 1995. This note is secured by approximately
14,720 acres of land located adjacent to the Company's resort in west Texas.
Due to the Company's lack of adequate resources and its need for additional
employee housing units at its resort in west Texas, a company owned by Mr.
Mischer contracted with the Company for the construction of additional employee
housing. During 1993 and 1994, the Company billed and collected $204,000,
representing the entire cost of these units from Mr. Mischer. These units are
owned by Mr. Mischer and leased to employees of the Company.
The Company recognized income of $99,000 during 1994 relating to its 12.5%
equity interest in Heritage Park Venture II (Heritage Park). The remaining
87.5% of Heritage Park is held by a company owned by Mr. Mischer, Mr. Mischer,
Jr. and Mrs. Watson.
During 1992 and 1987 Walter M. Mischer purchased certain notes and contracts
receivable of the Company at the face amount of $83,000 and $546,000,
respectively. The Company is required at Mr. Mischer's election to repurchase,
at par, any note with a payment more than 90 days delinquent. None of these
notes had been repurchased as of December 31, 1994.
7
<PAGE>
As a result of a series of transactions occurring during 1989 and 1990, the
Company's effective investment in Jackson Supply Company (Jackson), an
established distributor of air conditioning equipment located in Jackson,
Mississippi, was reduced to 10%. In connection with these transactions, Walter
M. Mischer and the president of Jackson have effective investments in Jackson of
75% and 15%, respectively. The Company has guaranteed Jackson's revolving line
of credit with a bank. At December 31, 1994, the revolving line of credit had
an outstanding principal balance of $1.0 million.
During 1994, the Company paid $114,000 to Texas Commerce Bank National
Association, to settle a promissory note with a balance of $892,000 including
accrued interest that had matured on September 30, 1993.
On December 15, 1989, certain debenture holders, including Walter M. Mischer,
Walter M. Mischer, Jr., John D. Weil and John W. Storms, Trustee (Consenting
Holders), representing 84% of the outstanding principal amount of the debentures
as of December 31, 1990, agreed to make loans to the Company equal to 72% of
interest and all principal payments received on such debentures. In 1991, the
Consenting Holders agreed to make loans to the Company equal to 100% of the
interest payments received on the debentures on June 1 and December 1, 1991.
Such loans made to the Company bore interest at the same rate as the applicable
7% or 8.5% debentures and were due on September 30, 1993. The Consenting
Holders also agreed to modify their debentures pursuant to a Third Supplemental
Indenture dated November 30, 1989 (the "Supplemental Indenture"). Effective
from and after December 1, 1989 the Supplemental Indenture eliminated the
requirement that the Company redeem, through the operation of the sinking fund,
any debentures held by Consenting Holders. The Supplemental Indenture further
directed the Company and the trustee to redeem all debentures held by persons
other than the Consenting Holders prior to soliciting for redemption any
debentures held by Consenting Holders. The Company continued to make the
required sinking fund payments with respect to debentures held by non-consenting
holders. Mr. Mischer and Mr. Mischer, Jr. made loans aggregating $133,000
during 1989 which amount was equal to 72% of interest payments received on the
subordinated debentures held by them. Such loans made to the Company during
1989 bore interest at 6% and 7% per annum and were due on September 30, 1993.
During 1993, in connection with the restructure of the Company's debentures, the
Company issued $3,440,000 in unsecured promissory notes to certain directors,
stockholders and affiliates, including notes to Mr. Mischer, Mr. Mischer, Jr.,
Mr. Weil and John W. Storms, Trustee in the aggregate principal amount of
$2,995,000, to consolidate amounts due for the debenture loans discussed above,
debentures held by them and accrued and unpaid interest. These notes bear
interest at 6% compounded annually and are due October 2, 1995.
In January 1990, the Company entered into an agreement with a limited
partnership, in which Mr. Mischer holds an effective interest of 50%, to manage
the development and sales of a residential property for a monthly fee of
$10,000. In addition, the Company manages real estate projects in which Mr.
Mischer has effective ownership interests ranging from 81% to 100% for an
aggregate monthly management fee of $41,500. The management contracts are
cancelable upon 30 days notice.
8
<PAGE>
Various companies or joint ventures in which Mr. Mischer has interests ranging
from 50% to 100% effective ownership acquired options to purchase lots from the
Company and from various joint ventures in which the Company is a venturer.
Such companies and joint ventures purchased a total of 104 lots from the Company
or its affiliated joint ventures for an aggregate amount of $1,751,000 during
1994. These companies and joint ventures have outstanding option contracts
totaling $2,559,000 covering 150 lots with the Company or its affiliated joint
ventures at December 31, 1994.
Mr. Mischer and Mr. Mischer, Jr. participate in real estate projects in the
Houston area which may compete with the Company's projects.
In the opinion of management of the Company, all of the transactions described
above were effected on terms at least as favorable to the Company as those which
could have been obtained from unaffiliated third parties.
STOCKHOLDER PROPOSALS
Stockholders of record desiring to present an appropriate resolution at the
1996 Annual Meeting of Stockholders must furnish the proposed resolution to the
Company no later than January 9, 1996 for inclusion in the Company's proxy
statement and form of proxy relating to such meeting. In order to avoid
controversy as to the date on which any such proposal is received by the
Company, it is suggested that stockholders submit their proposals by Certified
Mail-Return Receipt Requested.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Arthur Andersen LLP, independent public
accountants, to examine and report upon the financial statements of the Company
and its consolidated subsidiaries for the year ending December 31, 1995, and
unless otherwise directed, the proxy will be voted to ratify such appointment.
Representatives of Arthur Andersen LLP will be present at the Meeting and will
have the opportunity to make a statement and to respond to appropriate
questions.
OTHER MATTERS
The enclosed proxy is being solicited on behalf of the Board of Directors of
the Company. The expense of preparing, printing and mailing the form of proxy
and the material used in the solicitation thereof will be borne by the Company.
In addition to solicitation by mail, certain officers and regular employees may
solicit the return of proxies by telephone, telegram or personal interview. The
Company has requested brokers, custodians, nominees and
9
<PAGE>
other record holders to forward copies of the proxies and soliciting material to
persons for whom they hold shares of the Company and will reimburse such holders
for their charges or expenses.
The Board of Directors has no information that any matters other than those
referred to in this Proxy Statement will be brought before the Meeting. If,
however, other matters do come before the Meeting, the proxy confers
discretionary authority on the persons named in the proxy to vote it in
accordance with the recommendations of management.
By Order of the Board of Directors,
[SIGNATURE OF WALTER M. MISCHER, JR. APPEARS HERE]
WALTER M. MISCHER, JR.
President and Chief Operating Officer
Houston, Texas
April 26, 1995
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS BEING
SOLICITED, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL
STATEMENTS, SCHEDULES AND THE EXHIBITS THERETO. WRITTEN REQUESTS FOR COPIES OF
THE REPORT SHOULD BE DIRECTED TO THE ATTENTION OF SECRETARY, SOUTHERN INVESTORS
SERVICE COMPANY, INC. 2727 NORTH LOOP WEST, SUITE 200, P. O. BOX 7479, HOUSTON,
TEXAS 77248.
10
<PAGE>
SOUTHERN INVESTORS SERVICE COMPANY, INC.
2727 North Loop West, Suite 200, Houston, Texas 77008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby revokes any proxy or proxies heretofore given and
appoints Walter M. Mischer and Walter M. Mischer, Jr., or either of them, the
attorneys and proxies of the undersigned, each with full power of substitution,
to represent and to vote on behalf of the undersigned at the Annual Meeting of
Stockholders of Southern Investors Service Company, Inc., to be held in the
board room of Southern Investors Service Company, Inc., 2727 North Loop West,
Suite 200, Houston, Texas on May 17, 1995 at 3:00 p.m., Houston time, and at any
adjournment of said meeting, all of the shares of Common Stock in the name of
the undersigned in the name of the undersigned or which the undersigned may be
entitled to vote.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF A CHOICE IS NOT
INDICATED WITH RESPECT TO ITEMS 1 AND 2, THIS PROXY WILL BE VOTED IN FAVOR OF
SUCH PROPOSALS.
(Continued, and to be signed and dated, on reverse side)
/X/ Please mark
your votes
as this
- ---------------------------
COMMON
1. ELECTION OF DIRECTORS. WITHHOLD AUTHORITY
FOR all nominees listed to vote
at right (except as for
marked to the all
contrary) nominees
listed
to the
right
[ ] [ ]
Walter M. Mischer, Walter M. Mischer, Jr.,
Tom F. Steele and John D. Weil
(INSTRUCTION: To withhold authority to vote for any individual
nominee write that nominee's name in the space provided below.)
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2. PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSON LLP
as independent public accountants for the Company for the
calendar year ending December 31, 1995.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. FOR THE TRANSACTION OF SUCH OTHER BUSINESS as may be
properly brought before the meeting.
Signatures should agree with name of
stock certificate as shown hereon. When
shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as such.
If a corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in full partnership name by
authorized person.
Dated: , 1995
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(Stockholder's Signature)
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(Stockholder's Signature)
