<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 22, 1996
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 22, 1996 at 3:00 p.m.,
Houston time, for the following purposes:
(a) To elect three 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, 1996;
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 24, 1996
are entitled to notice of and to vote at the meeting or any adjournment thereof.
By Order of the Board of Directors,
/s/WALTER M. MISCHER, SR.
WALTER M. MISCHER, SR.
Chairman of the Board and
Chief Executive Officer
Houston, Texas
April 29, 1996
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 22, 1996 (Meeting). It is anticipated
that proxy solicitation materials will be first mailed to stockholders on April
30, 1996. 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, 1996. 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, 1995 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 24, 1996. 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 24,
1996. 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%
200 N. Broadway, Suite 825
St. Louis, Missouri 63102
Texas Commerce Bank National Association.. 307,549 9.71%
P. O. Box 2558
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
Although the Board of Directors consists of four members, only three directors
have been nominated by the Board of Directors for election at the Meeting. The
Board of Directors may appoint a person to fill the vacancy in the future or, if
no such Director is appointed, may possibly amend the bylaws of the Company to
reduce the size of Board of Directors to three directors. Each of the following
persons is a nominee for election as a director and 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).. 73 Chairman of the Board and Chief Executive 1955
Officer, Southern Investors Service
Company, Inc., Houston, Texas
Walter M. Mischer, Jr. (b)(e)... 45 President and Chief Operating Officer, 1976
Southern Investors Service Company, Inc.,
Houston, Texas
John D. Weil (c)(d)............. 55 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 24, 1996
<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. 19,044(c)(d) (e)
John D. Weil 335,695(f) 10.6%
All directors and executive
officers as a group 1,269,979 40.1%
</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 1995 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 1995; however, the
members thereof communicated informally from time to time in 1995. 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 1995; however, the members thereof
communicated informally from time to time in 1995. The Compensation Committee,
which was established in January 1982, did not hold any meetings during 1995;
however, the members thereof communicated informally from time to time in 1995.
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.
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
4
<PAGE>
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, Ogelbay Norton Company
and Todd Shipyards Corporation.
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 1997
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....... 73 Chairman of the Board 1969
Chief Executive Officer 1976
Walter M. Mischer, Jr... 45 President 1981
Chief Operating Officer 1981
Eric M. Schumann (a).... 45 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 compensation of the
Company's chief executive officer. No other executive officer of the Company
received aggregate direct remuneration from the Company and its subsidiaries in
excess of $100,000 during the calendar year ended December 31, 1995. The
Company has no stock option, retirement or pension plans.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME AND ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) COMPENSATION ($)
- ------------------------- -------- -------- ------------------
<S> <C> <C> <C>
Walter M. Mischer 1995 $11,097 $0
Chairman of the Board 1994 $11,039 $0
Chief Executive Officer 1993 $10,604 $0
</TABLE>
5
<PAGE>
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
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.
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. The
agreement contains complex provisions regarding the purchase price payable,
which may be substantial, to a limited partner upon exercise of such option.
The Company had accrued a $965,000 liability, and made distributions of
$85,000 and $73,000 to the limited partners during 1991 and 1992, respectively,
related to the Incentive Plan. During 1994, the Company made payments of
$202,000 in settlement of all 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.
During 1992, the Company restructured the debt of one of its
partnerships. In connection with this restructure, the Company issued a
$300,000 principal amount note payable to the other joint venture partner. This
note was secured by the Company's 20% equity interest in the venture and was due
September 1995. Due to the Company's financial condition, it was unable to
retire this note at maturity. During December 1995, the partnership through
which the Company held its 20% interest in the joint venture admitted a new
class of limited partner (Walter M. Mischer, Trustee) in exchange for a capital
contribution of $306,000. These funds were used to repay the note and accrued
interest. In exchange for the capital contribution, the new limited partner
will receive (i) the first $306,000 of any future cash flow, (ii) interest on
the $306,000 at 10% compounded annually, and (iii) 66 2/3% of any remaining cash
flow. As
6
<PAGE>
a result of this transaction, the Company's effective ownership in this
partnership was reduced to 6.7%.
During 1995, a joint venture note payable with an outstanding principal
balance of $5.2 million was due and payable. The joint venture in which the
Company had a 19.4% ownership interest was unable to repay this note at its
maturity. During January 1996, the venture obtained a new loan from a bank in
the original principal amount of $3.0 million. The proceeds of this new loan
were used to settle the $5.2 million loan plus accrued interest in full. As a
condition of the new loan, the bank required a ten year lease on the entire
building to be executed by the partners in the ratio of their ownership
interests. However, due to the financial condition of the Company, the bank
would not accept the Company's lease. In addition, the building is in need of
approximately $400,000 in repairs. The Company would have been required to make
an $80,000 capital contribution to fund these repairs. The Company also owed
the venture approximately $70,000 in past due rent for periods prior to 1992.
This amount was forgiven in January 1996. As a result, the Company sold its
partnership interest to Hallmark Residential Group, Inc. (Hallmark), a company
controlled by Mr. Mischer. In exchange, Hallmark assumed the Company's
obligations in connection with this joint venture and entered into the ten year
lease. In connection with this sale, the Company retained a 25% cash flow
interest in Hallmark's 20% ownership interest. The Company has a month-to-month
lease with Hallmark which provides for aggregate annual payments of
approximately $75,000.
In connection with various debt settlements during the past several
years, Mr. Mischer had loaned or advanced the Company various amounts. In 1993,
these loans and advances were consolidated into a single note in the principal
amount of $338,000. This note bears interest at the prime rate plus 1% and is
due May 18, 1996. 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 1995 and 1994, the Company billed and collected
$80,000 and $204,000, respectively, representing the entire cost of these units
from Mr. Mischer. These units are owned by Mr. Mischer and leased to the
Company for aggregate annual rentals of $25,000.
The Company received cash distributions of $261,000 and $0 and recognized
income of $272,000 and $99,000 during 1995 and 1994, respectively, relating to
its remaining 12.5% equity interest in Heritage Park Venture II ("Heritage
Park") and cash flow interest in Fairwood, a Houston subdivision. Fairwood and
the remaining 87.5% of Heritage Park are effectively owned by Mr. Mischer, Mrs.
Walter M. 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
7
<PAGE>
more than 90 days delinquent. None of these notes had been repurchased as of
December 31, 1995.
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, 1995, the revolving line of credit had
an outstanding principal balance of $1.6 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, 1996.
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
8
<PAGE>
estate projects in which Mr. Mischer has effective ownership interests ranging
from 81% to 100% for an aggregate monthly management fee of $37,000. The
Company also has management contracts on the two office buildings in which it
has ownership and cash flow interests which provide for aggregate monthly
management fees of $10,000. In addition, during 1995, the Company entered into
a management agreement with a partnership in which Mr. Mischer, Jr. has a 50%
ownership interest which provides for monthly payments of $6,000. The
management contracts are cancelable upon 30 days' notice.
Various companies or joint ventures in which Mr. Mischer has ownership
interests have options to purchase lots from the Company or from a joint venture
in which the Company is a venturer. A total of 78 lots and 104 lots were
purchased by these affiliated entities for an aggregate amount of $1,361,000 and
$1,751,000 during 1995 and 1994, respectively. These affiliated entities have
outstanding option contracts totaling $1,273,000 covering 75 lots with the
Company or its affiliated joint ventures at December 31, 1995.
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 1997 Annual Meeting of Stockholders must furnish the proposed resolution to
the Company no later than January 13, 1997 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, 1996,
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.
9
<PAGE>
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 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,
/s/ WALTER M. MISCHER, SR.
WALTER M. MISCHER, SR.
Chairman of the Board and
Chief Executive Officer
Houston, Texas
April 29, 1996
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,
1995, 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 22, 1996 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)
<TABLE>
<CAPTION>
Please mark
[X] your votes
as this
---------------------------
COMMON
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS. WITHHOLD Walter M. Mischer, Walter M. Mischer, Jr. 2. PROPOSAL TO RATIFY THE APPOINTMENT
FOR all nominees listed AUTHORITY and John D. Weil OF ARTHUR ANDERSON LLP as indepen-
at right (except as to vote dent public accountants for the
marked to the for all (INSTRUCTION: To withhold authority to vote Company for the calendar year
contrary) nominees for any individual nomiee write that nominee's ending December 31, 1996.
listed to name in the space provided below.)
the right
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: , 1996
--------------------------------
---------------------------------------------
(Stockholder's Signature)
---------------------------------------------
(Stockholder's Signature)
</TABLE>
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