<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 Section 240.14a-11(c) or Section 240.14a-12
NEWPARK RESOURCES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(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:
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Notes:
<PAGE>
[NEWPARK LOGO APPEARS HERE]
April 4, 1997
DEAR FELLOW STOCKHOLDER:
You are cordially invited to attend the 1997 Annual Meeting of Stockholders
of Newpark Resources, Inc., which will be held on Wednesday, May 14, 1997, at
10:00 a.m., Central Daylight Time, at I Lakeway Center, 3900 North Causeway
Blvd., Conference Room B, Metairie, Louisiana 70002. Both your Board of
Directors and I hope you will be able to attend.
There are two items on this year's agenda to which we direct your attention:
(1) election of seven directors to the Board; and (2) to consider and act upon
a proposal to amend Newpark's Certificate of Incorporation to effect a two-
for-one stock split and increase the number of authorized shares of Common
Stock from 20,000,000 to 80,000,000. These items are described fully in the
enclosed Notice of Annual Meeting of Stockholders and Proxy Statement.
Whether or not you plan to attend the meeting, it is important that you
study carefully the information provided in the Proxy Statement and vote.
Please sign, date and mail the enclosed proxy card in the prepaid envelope so
that your shares may be voted in accordance with your wishes.
Sincerely,
[SIGNATURE OF JAMES D. COLE APPEARS HERE]
JAMES D. COLE
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
NEWPARK RESOURCES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 14, 1997
TO THE STOCKHOLDERS OF NEWPARK RESOURCES, INC.
The Annual Meeting of Stockholders of Newpark Resources, Inc., a Delaware
corporation ("Newpark"), will be held on Wednesday, May 14, 1997, at 10:00
a.m., Central Daylight Time, at I Lakeway Center, 3900 North Causeway Blvd.,
Conference Room B, Metairie, Louisiana, for the following purposes:
(1) To elect a Board of Directors;
(2) To consider and act upon a proposal to amend Newpark's Certificate of
Incorporation to effect a two-for-one stock split and increase the
authorized number of shares of Common Stock from 20,000,000 to 80,000,000;
and
(3) To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on April 1, 1997, will
be entitled to notice of and to vote at the meeting and any adjournments
thereof.
All stockholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend the meeting, PLEASE COMPLETE AND SIGN THE
ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. The
giving of your proxy will not affect your right to vote in person should you
later decide to attend the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
NEWPARK RESOURCES, INC.
[SIGNATURE OF EDAH KEATING APPEARS HERE]
Edah Keating
Secretary
Metairie, Louisiana
Dated: April 4, 1997
<PAGE>
NEWPARK RESOURCES, INC.
3850 NORTH CAUSEWAY BLVD., SUITE 1770
METAIRIE, LOUISIANA 70002
PROXY STATEMENT
APRIL 4, 1997
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Newpark Resources, Inc. ("Newpark"), for
the Annual Meeting of Stockholders to be held on May 14, 1997, and any
postponements or adjournments thereof. This Proxy Statement and the
accompanying Notice of Annual Meeting and form of proxy were first mailed to
stockholders on or about April 4, 1997.
Any stockholder giving a proxy may revoke it before it is voted by notifying
the Secretary of Newpark in writing before or at the meeting, by providing a
proxy bearing a later date, or by attending the meeting and expressing a
desire to vote in person. Subject to such revocation, all proxies will be
voted as directed by the stockholder on the proxy card. IF NO CHOICE IS
SPECIFIED, PROXIES WILL BE VOTED "FOR" THE DIRECTORS NOMINATED BY THE BOARD OF
DIRECTORS, "FOR" THE AMENDMENTS TO NEWPARK'S CERTIFICATE OF INCORPORATION TO
EFFECT THE TWO-FOR-ONE STOCK SPLIT AND TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK AND, IN THE DISCRETION OF THE PERSONS ACTING AS
PROXIES, UPON ANY OTHER MATTERS.
Your cooperation in promptly returning the enclosed proxy will reduce
Newpark's expenses and enable its management and employees to continue their
normal duties for your benefit with minimum interruption for follow-up proxy
solicitation.
Only stockholders of record at the close of business on April 1, 1997 are
entitled to receive notice of and to vote at the meeting. On that date,
Newpark had outstanding 15,178,990 shares of Common Stock, each of which is
entitled to one vote upon each proposal presented at the meeting. The presence
at the Annual Meeting, either in person or by proxy, of the holders of a
majority of the shares of Common Stock outstanding on the record date is
necessary to constitute a quorum for the transaction of business.
A plurality of the votes cast is required for the election of directors. The
affirmative vote of a majority of the outstanding shares of Newpark's Common
Stock is necessary to approve the amendments to Newpark's Certificate of
Incorporation. Abstentions and broker non-votes (which occur if a broker or
other nominee does not have discretionary authority and has not received
voting instructions from the beneficial owner with respect to the particular
item) are counted for purposes of determining the presence or absence of a
quorum for the transaction of business. Abstentions are counted in tabulations
of the votes cast on proposals presented to the stockholders and have the same
legal effect as a vote against a particular proposal. Broker non-votes are not
counted for purposes of determining whether a proposal has been approved by
the requisite stockholder vote.
If sufficient votes in favor of the proposals are not received by the date
of the Annual Meeting, the persons named as proxies may propose one or more
adjournments of the Annual Meeting to permit further solicitations of proxies.
Any such adjournment will require the affirmative vote of the holders of a
majority of the shares of Common Stock present in person or by proxy at the
Annual Meeting. The persons named as proxies will vote in favor of any such
adjournment.
The cost of preparing, printing and mailing the Proxy Statement, the Notice
and the enclosed form of proxy, as well as the cost of soliciting proxies
relating to the Annual Meeting, will be borne by Newpark. The original
solicitation of proxies by mail may be supplemented by telephone, telegram and
personal solicitation by officers and other regular employees of Newpark, but
no additional compensation will be paid to such individuals on account of such
activities. Newpark will reimburse banks, brokerage houses and other
custodians, nominees and fiduciaries for their reasonable expenses in
forwarding proxy materials to their principals.
<PAGE>
ELECTION OF DIRECTORS
NOMINEES AND VOTING
Seven directors are to be elected at the Annual Meeting. All directors hold
office until the next Annual Meeting and until their respective successors are
elected and qualified. Directors need not be stockholders. The Board of
Directors has nominated for election as directors the seven persons named
below, all of whom are incumbent directors. All of these nominees have
indicated that they are able and willing to serve as directors.
The Board of Directors recommends that the stockholders vote "FOR" the
election of its nominees. Unless directed otherwise, the Board's proxies
intend to vote the shares of Common Stock represented by the proxies in favor
of the election of these nominees. If for any reason any of these nominees
will be unable to serve, the Board's proxies will vote instead for such other
person or persons as the Board of Directors may recommend.
The following table sets forth certain information as of April 1, 1997, with
respect to the Board's nominees:
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE AGE SINCE
--------------- --- --------
<S> <C> <C>
Dibo Attar................................................... 57 1987
William Thomas Ballantine.................................... 52 1993
James D. Cole................................................ 56 1976
William W. Goodson........................................... 82 1971
David P. Hunt................................................ 55 1995
Alan J. Kaufman.............................................. 59 1987
James H. Stone............................................... 71 1987
</TABLE>
BUSINESS EXPERIENCE OF DIRECTORS DURING THE PAST FIVE YEARS
DIBO ATTAR is a business consultant to several domestic and international
companies and has been a private investor for more than ten years. Mr. Attar
also serves as Chairman of the Board of T.H. Lehman & Co., Inc., and a
director of KTI, Inc.
WILLIAM THOMAS BALLANTINE joined Newpark in December 1988, serving as Vice
President of Operations, and was elected Executive Vice President in 1992. He
was elected a Director of Newpark in October 1993.
JAMES D. COLE joined Newpark in 1976, serving as Executive Vice President
until May 1977, when he was elected President and Chief Executive Officer. Mr.
Cole has served as a director since joining Newpark and was elected Chairman
of the Board of Directors in April 1996.
WILLIAM W. GOODSON, who retired as an officer in 1983, served as Chairman of
the Board of Directors of a Newpark subsidiary from 1982 to 1987. For more
than five years prior thereto, he was President and Chief Operating Officer of
the Newpark subsidiary engaged in the oilfield and environmental construction
business, and other Newpark subsidiaries.
DAVID P. HUNT joined Newpark's Board of Directors in November 1995. Prior to
joining Newpark and until his retirement in 1995, Mr. Hunt was employed by
Consolidated Natural Gas Company for 32 years, having most recently served as
President and Chief Executive Officer of New Orleans based CNG Producing
Company, an oil and gas exploration and production company. Mr Hunt also
currently serves as a senior consultant to McDermott International.
ALAN J. KAUFMAN has been engaged in the private practice of medicine since
1969. Dr. Kaufman is a neurosurgeon. Dr. Kaufman also is a director of Tesoro
Petroleum Corporation.
JAMES H. STONE is Chairman of the Board and Chief Executive Officer of Stone
Energy Corporation, which is engaged in oil and gas exploration. Mr. Stone
also serves as a Director of Hibernia Corporation.
No family relationships exist between any of the directors or officers of
Newpark.
2
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
Newpark maintains an Audit Committee, the current members of which are
William W. Goodson, Alan J. Kaufman and James H. Stone. The Audit Committee
met once during 1996.
Newpark maintains a Compensation Committee whose current members are Dibo
Attar, William W. Goodson, David P. Hunt, Alan J. Kaufman, and James H. Stone.
The Compensation Committee administers Newpark's stock option plans and, since
March 18, 1993, has been responsible for establishing and administering the
compensation of the executive officers of Newpark. The Compensation Committee
met twice during 1996.
Newpark's Board of Directors held five meetings during 1996. Each director
attended at least 75% of the meetings of the Board of Directors and of any
committees on which he served.
COMPENSATION OF DIRECTORS
In 1996, each Newpark director who was not otherwise employed full time by
Newpark received an annual retainer of $5,000, paid quarterly, and $1,500 for
each board meeting attended. No payments are made to directors for telephonic
board meetings or for committee meetings. All directors were reimbursed for
travel expenses incurred in attending meetings of the Board and committee
meetings. The same compensation arrangements will apply in 1997.
Pursuant to the provisions of the 1993 Non-Employee Directors' Stock Option
Plan (the "Non-Employee Directors' Plan") each new non-employee director, on
the date of his or her election to the Board of Directors (whether elected by
the stockholders or the Board of Directors), automatically will be granted a
stock option to purchase 15,750 shares of Common Stock at an exercise price
equal to the fair market value of the Common Stock on the date of grant. In
addition, each time a non-employee director has served on the Board for a
period of five consecutive years, such director automatically will be granted
a stock option to purchase 10,500 shares of Common Stock at an exercise price
equal to the fair market value of the Common Stock on the date of grant.
EXECUTIVE OFFICERS
The current executive officers of Newpark, their ages and positions are as
follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<C> <C> <S>
James D. Cole............................... 56 Chairman of the Board,
President and Chief
Executive Officer
William Thomas Ballantine................... 52 Executive Vice President
Matthew W. Hardey........................... 44 Vice President of Finance and
Chief Financial Officer
</TABLE>
For a description of the business experience of Messrs. Ballantine and Cole
during the past five years, see "ELECTION OF DIRECTORS--Business Experience of
Directors During the Past Five Years", above.
MATTHEW W. HARDEY joined Newpark in May 1988 as Treasurer and Assistant
Secretary and was elected Vice President of Finance and Chief Financial
Officer in April 1991. From 1985 until joining Newpark, Mr. Hardey was
employed in the commercial banking business.
3
<PAGE>
OWNERSHIP OF COMMON STOCK
The following table sets forth information with respect to the beneficial
ownership of Newpark's outstanding Common Stock as of April 1, 1997, by (i)
each person who is known by Newpark to be the beneficial owner of more than
five percent (5%) of Newpark's outstanding Common Stock (based on Schedules
13G filed with the Securities and Exchange Commission), (ii) each director of
Newpark, (iii) the executive officers of Newpark named in the Summary
Compensation Table on page 5 and (iv) all directors and executive officers as
a group. Except as otherwise indicated below, each person named in the table
has sole voting and investment power with respect to all shares of Common
Stock beneficially owned by such person, except to the extent that authority
is shared by spouses under applicable law.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY OWNED(1)
------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENT
------------------------------------ ------------ -----------
<S> <C> <C>
Denver Investment Advisors LLC (2)
1225 17th Street, 26th Floor
Denver, Colorado 80202............................... 788,100 5.19%
James D. Cole(3)...................................... 301,656 1.98%
James H. Stone(4)..................................... 250,550 1.65%
Alan Kaufman(5)....................................... 123,848 *
Matthew W. Hardey..................................... 40,164 *
Dibo Attar(6)......................................... 23,750 *
Wm. Thomas Ballantine................................. 37,366 *
William W. Goodson.................................... 7,250 *
David P. Hunt......................................... 6,200 *
All directors and executive officers as a group (8
persons)............................................. 790,784 5.15%
</TABLE>
- --------
* Indicates ownership of less than one percent.
(1) Includes shares which may be purchased upon the exercise of options which
are exercisable as of April 1, 1997, or become exercisable within 60 days
thereafter, for the following: Mr. Cole--35,000 shares; Mr. Stone--22,750
shares; Dr. Kaufman--22,750 shares; Mr. Hardey--27,266 shares; Mr. Attar--
22,750 shares; Mr. Ballantine--37,366 shares; Mr. Goodson--7,000 shares;
Mr. Hunt--3,150 shares; and all directors and executive officers as a
group--178,032 shares.
(2) Sole dispositive power with respect to 788,100 shares, and sole voting
power with respect to 520,400 shares.
(3) Includes 70,084 shares held by four separate Trusts of which Mr. Cole is a
Trustee and of which the beneficiaries are children of Mr. Cole. Mr. Cole
disclaims ownership of the 70,084 shares held by the four Trusts.
(4) Includes 1,050 shares held in a trust of which the beneficiaries are
children of Mr. Stone, and Mr. Stone disclaims beneficial ownership of
these shares. Also includes 1,000 shares held in a family trust of which
Mr. Stone is a beneficiary.
(5) Includes (i) 16,649 shares held in an IRA account for the benefit of Dr.
Kaufman; (ii) 5,250 shares held in a Trust of which the beneficiaries are
children of Dr. Kaufman; and (iii) 3,150 shares held by his spouse. Dr.
Kaufman disclaims beneficial ownership of such shares.
(6) Includes 1,050 shares held by a fund over which Mr. Attar has investment
power.
4
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes all compensation paid to Newpark's President
and Chief Executive Officer, Newpark's Executive Vice President and Newpark's
Vice President of Finance and Chief Financial Officer (the only executive
officers of Newpark who earned in excess of $100,000 in salary and bonus in
1996) for services rendered in all capacities to Newpark for the years ended
December 31, 1996, 1995 and 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
---------------
ANNUAL COMPENSATION AWARDS
---------------------- ---------------
SECURITIES
NAME AND PRINCIPAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS OPTIONS/SARS(1) COMPENSATION(2)
------------------ ---- -------- -------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
James D. Cole........... 1996 $200,000 $220,000 -- $8,700
President and Chief
Executive Officer 1995 180,000 180,000 105,000 5,592
1994 180,000 180,000 -- 2,208
Wm. Thomas Ballantine... 1996 185,000 100,000 40,000 6,645
Executive Vice
President 1995 176,200 52,500 21,000 5,687
1994 165,000 41,250 10,500 1,860
Matthew W. Hardey....... 1996 112,000 55,000 30,000 4,014
Vice President of
Finance and 1995 106,200 31,500 18,900 3,545
Chief Financial Officer 1994 95,000 23,750 10,500 856
</TABLE>
- --------
(1) Number of shares of Common Stock underlying options granted (i) under the
1995 Incentive Stock Option Plan (the "1995 Plan") and (ii) under the
Newpark Resources, Inc. Amended and Restated 1988 Incentive Stock Option
Plan (the "1988 Plan") as follows: Mr. Ballantine--35,000 shares under the
1995 Plan and 5,000 shares under the 1988 Plan; and Mr. Hardey--25,000
shares under the 1995 Plan and 5,000 shares under the 1988 Plan. No SARs
may be granted under the 1995 Plan or the 1988 Plan.
(2) Includes contributions by Newpark to a defined contribution 401(k) Plan
for Messrs. Cole, Ballantine and Hardey of $3,750, $3,736 and $3,430,
respectively, for 1996, $2,520, $2,615 and $1,901, respectively, for 1995,
and $768, $990 and $570, respectively, for 1994. Additional amounts
indicated represent excess group term life insurance premiums paid by
Newpark for the benefit of each of the named executive officers.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information at December 31, 1996 and
for the year then ended with respect to stock options granted to the
individuals named in the Summary Compensation Table above. No options have
been granted at an option price below the fair market value of the Common
Stock on the date of grant.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED ANNUAL
RATE OF STOCK
NUMBER OF PERCENTAGE OF PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM (4)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION -----------------
NAME GRANTED 1996 SHARE(3) DATE 5% 10%
---- ---------- ------------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
James D. Cole........... -- -- -- -- -- --
W. Thomas Ballantine.... 5,000(1) 1.58% $24.50 03/01/03 $ 41,650 $ 94,500
35,000(2) 11.08% $33.25 11/19/03 395,850 897,904
Matthew W. Hardey....... 5,000(1) 1.58% $24.50 03/01/03 41,650 94,500
25,000(2) 7.91% $33.25 11/19/03 282,750 641,250
</TABLE>
- --------
(1) The options were granted on March 1, 1996 under the 1988 Plan and first
become exercisable on March 1, 1997, vesting at the rate of one-third per
year over the three years following the date of grant.
5
<PAGE>
(2) The options were granted on November 19, 1996 under the 1995 Plan and
first become exercisable November 19, 1997, vesting at the rate of one-
third per year over the three years following the date of grant.
(3) At the discretion of the Compensation Committee, the exercise price may be
paid by delivery of already-owned shares of Common Stock valued at the
fair market value on the date of exercise, and the tax withholding
obligations related to the exercise of the stock options, if any, may be
satisfied by offset of the underlying shares, subject to certain
conditions. The Compensation Committee retains the discretion, subject to
plan limits, to modify the terms of outstanding options and to reprice the
options.
(4) The potential realizable values shown under these columns represent the
future value of the options (net of exercise price) assuming the market
price of the Common Stock appreciates annually by 5% and 10%,
respectively. The 5% and 10% rates of appreciation are prescribed by the
Securities and Exchange Commission (the "Commission") and are not intended
to forecast possible future appreciation of Newpark's Common Stock.
OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END VALUE
The following table sets forth information with respect to the named
executive officers with respect to the exercise of stock options during 1996
and the unexercised stock options held by them as of December 31, 1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS
SHARES DECEMBER 31, 1996 AT DECEMBER 31, 1996(1)
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James D. Cole........... -- -- 35,000 70,000 $770,350 $1,540,700
Wm. Thomas Ballantine... -- -- 28,700 57,500 766,493 601,455
Matthew W. Hardey....... 15,000 $392,010 19,300 46,100 487,509 529,633
</TABLE>
- --------
(1) Based on the closing price on the New York Stock Exchange of Newpark's
Common Stock on that date ($37.25), minus the exercise price.
EMPLOYMENT AGREEMENT
James D. Cole serves as Chairman of the Board, President and Chief Executive
Officer of Newpark pursuant to an employment agreement that automatically
renews for successive one-year periods unless terminated by either party. Mr.
Cole receives an annual base salary of $200,000 and is entitled to an annual
bonus equal to 5% of Newpark's pre-tax profit (as defined in the employment
agreement), subject to a maximum of such year's base salary. Effective January
1, 1997, Mr. Cole's salary was increased to $220,000 per annum by the
Compensation Committee.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Compensation
Committee"), which consists of Messrs. Attar, Goodson, Hunt, Kaufman and
Stone, each of whom is a non-employee director, sets Newpark's compensation
policies applicable to executive officers, determines the compensation of the
executive officers, subject to review by the Board of Directors, and
administers Newpark's stock option plans. The Compensation Committee has
prepared the following report for inclusion in this Proxy Statement.
Chief Executive Officer Compensation
Mr. Cole's compensation for 1996 was based on his rights under his
employment agreement with Newpark (the "Employment Agreement"). The Employment
Agreement was entered into in 1990 and provided for an initial term which
expired on January 1, 1993. Thereafter, the Employment Agreement automatically
renews for successive one-year periods unless terminated by either party. Mr.
Cole received a base salary of $200,000 in 1996 under the Employment
Agreement.
6
<PAGE>
In keeping with Newpark's objective of rewarding executive officers based on
corporate performance, the Employment Agreement also provides for a bonus
equal to 5% of Newpark's pre-tax profit, subject to a maximum bonus equal to
the amount of Mr. Cole's base salary. By excluding from the calculation of
pre-tax profit any capital gains and focusing instead on income from
operations, the Employment Agreement attempts to focus on the long-term
prospects of Newpark. The maximum bonus Mr. Cole would have been permitted to
receive under the Employment Agreement for 1996 was $200,000. However, in view
of Newpark's performance during 1996 and Mr. Cole's contribution to such
performance, the Compensation Committee approved a $20,000 increase in the
amount of bonus otherwise payable to Mr. Cole, for a total bonus of $220,000.
The Compensation Committee also approved a $20,000 increase in Mr. Cole's base
salary under the Employment Agreement effective January 1, 1997. Mr. Cole also
participates in Newpark's defined contribution plan.
Executive Officers Compensation
In 1996, compensation paid to Newpark's executive officers other than Mr.
Cole consisted of salary, cash bonuses, stock options and contributions to a
defined contribution plan. The compensation of executive officers other than
Mr. Cole is determined initially by Mr. Cole, subject to review and approval
by the Compensation Committee. In determining salaries, Mr. Cole and the
Compensation Committee considered available information about the pay scales
of companies of similar size in the oilfield services industry. The
Compensation Committee believes that the salaries of these executive officers
are comparable to the salaries of executive officers with similar
responsibilities at other oilfield services companies. Bonuses were determined
by reference to profitability achieved by Newpark as a whole and the
profitability of individual operating units.
Newpark's incentive stock option program provides additional incentives to
key employees to work to maximize stockholder value and provides a link
between the interests of senior managers and stockholders. By utilizing
vesting periods, the option program encourages key employees to remain in the
employ of Newpark and provides a long-term perspective to the compensation
available under the option program.
Internal Revenue Code Amendments
The Compensation Committee continues to consider the anticipated tax
treatment to Newpark regarding the compensation and benefits paid to its Chief
Executive Officer and the four other most highly compensated executive
officers of Newpark in light of the 1993 addition to Section 162(m) of the
Internal Revenue Code of 1986, as amended ("Section 162(m)"). The Compensation
Committee will from time to time consider changes to Newpark's compensation
structure, including further amendments to its equity-based incentive plans,
necessary to preserve the deductibility of all compensation paid by Newpark
which is subject to Section 162(m). While Newpark does not expect to pay its
executive officers compensation in 1997 in excess of the Section 162(m)
deductibility limit, the Board of Directors and the Compensation Committee
retain discretion to authorize the payment of compensation that does not
qualify for income tax deductibility under Section 162(m).
If the Board's nominees are elected at the Annual Meeting, the Board intends
to appoint Dibo Attar, William W. Goodson, David P. Hunt, Alan J. Kaufman, and
James H. Stone to serve on the Compensation Committee.
DIBO ATTAR DAVID P. HUNT
ALAN J. KAUFMAN JAMES H. STONE
WILLIAM W. GOODSON
PERFORMANCE GRAPH
Newpark's Common Stock traded on the Nasdaq National Market tier of The
Nasdaq Stock Market through December 5, 1995, and Newpark used the Nasdaq
Market Value Index as its broad equity market index in prior proxy statements.
On December 6, 1995, Newpark's Common Stock commenced trading on the New York
Stock
7
<PAGE>
Exchange, and, according to the rules of the Commission, Newpark must now use
a broad equity market index that includes companies whose equity securities
also are listed on the New York Stock Exchange. The Commission also requires
that, when a different index is selected, a comparison be made between the
newly selected index and the index used in the preceding year.
Accordingly, the following graph reflects a comparison of the cumulative
total stockholder return of Newpark Common Stock from December 31, 1991
through December 31, 1996 with the New York Stock Exchange Market Value Index,
Newpark's new broad equity market index, the Nasdaq Market Value Index,
Newpark's old broad equity market index, and the Media General Oil and Gas
Field Services Index. The graph assumes that the value of the investment in
Newpark Common Stock and each index was $100 on December 31, 1991 and that all
dividends, if any, were reinvested. The comparisons in this table are not
intended to forecast or be indicative of possible future price performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
OF NEWPARK RESOURCES, INC., NEW YORK STOCK EXCHANGE MARKET
VALUE INDEX, NASDAQ MARKET VALUE INDEX
AND MEDIA GENERAL OIL & GAS FIELD SERVICES INDEX
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
-------------------------------------------------------
-
1991 1992 1993 1994 1995 1996
----- ------- ------- ------- ------- ------
-
<S> <C> <C> <C> <C> <C> <C>
Newpark Resources Inc. 100 145.16 116.13 309.68 307.57 504.88
Industry Index 100 99.65 116.32 103.98 153.69 227.84
NYSE Market Index 100 104.70 118.88 116.57 151.15 182.08
NASDAQ Market Index 100 100.98 121.13 127.17 164.96 204.98
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Goodson served on the Compensation Committee of Newpark during 1996. Mr.
Goodson was formerly an officer of a Newpark subsidiary.
8
<PAGE>
APPROVAL OF TWO-FOR-ONE STOCK SPLIT
AND INCREASE IN AUTHORIZED COMMON STOCK
INTRODUCTION
On February 26, 1997, the Board of Directors (the "Board") unanimously
adopted resolutions approving amendments to Newpark's Certificate of
Incorporation for the following purposes:
(a) to effect a two-for-one split of Newpark's issued and outstanding
shares of Common Stock; and
(b) to increase the aggregate number of shares of Common Stock that
Newpark is authorized to issue from 20,000,000 to 80,000,000.
The Board determined that these proposed amendments are advisable and in the
best interest of Newpark and its stockholders, and directed that these
amendments be considered at the Annual Meeting in order to obtain the
requisite stockholder approval. The Board unanimously recommends a vote "FOR"
the foregoing resolutions.
The text of the proposed amendment to the Certificate of Incorporation (the
"Amendment") is set forth in Exhibit A attached to this Proxy Statement. The
following discussion is qualified in its entirety by reference to such
exhibit.
THE STOCK SPLIT
Purposes and Effects of the Stock Split
The Board has proposed the stock split because the Board believes that the
stock split would result in a decrease in the market price of the Common Stock
to a level at which the Common Stock would be more readily tradeable and
accessible to a broader base of investors, thereby obtaining wider
distribution and improved marketability of the Common Stock. Stockholders
should be aware, however, that brokerage charges and any applicable transfer
taxes on sales and transfers of shares would be higher after the stock split
on the same relative interest in Newpark, as that interest would be
represented by a greater number of shares. Although the impact on the market
price of shares of Common Stock cannot be predicted with certainty, it is
likely that the stock split would initially result in the market price of each
share of Common Stock being approximately one-half of the price previously
prevailing and that the aggregate market price of all shares of Common Stock
held by a particular stockholder should remain approximately the same.
The Common Stock is traded on the New York Stock Exchange. On March 27,
1997, the reported closing price of the Common Stock on the New York Stock
Exchange was $43.25 per share.
Proportionate voting rights and other rights of stockholders will not be
altered by the stock split. In addition, the number of shares of Common Stock
subject to outstanding options granted pursuant to Newpark's employee and
director stock option plans (collectively, the "Option Plans"), and the number
of shares of Common Stock reserved for issuance under the Option Plans would
be doubled, and the exercise price of outstanding options would be divided by
two.
The stock split would not change the stockholders' equity or interest in
Newpark, and the book value of the number of shares of Common Stock
outstanding immediately after the stock split would be equal to the book value
of the number of shares of Common Stock outstanding immediately prior to the
stock split. Because the $.01 par value of the Common Stock would not change
as a result of the stock split, the capital in excess of par value of the
Common Stock ($.01 for each issued share of Common Stock) will be transferred
to the capital stock account for the Common Stock on Newpark's balance sheet.
Thus, total stockholders' equity would remain unchanged.
9
<PAGE>
Following the effective date of the amendment to the Certificate of
Incorporation (the "Effective Date"), the number of shares of Common Stock
outstanding immediately prior to the stock split (15,178,990 shares as of
April 1, 1997) would be split into 30,357,980 shares, assuming no additional
shares of Common Stock are issued by Newpark after the record date for the
Annual Meeting. In addition, an aggregate of approximately 1,422,000 shares of
Common Stock reserved for issuance as of April 1, 1997 pursuant to stock
options issued and issuable under the Option Plans would be split into
2,844,000 shares reserved for issuance.
Stockholders of record as of the close of business on the Effective Date
would receive, as soon as practicable after the Effective Date, an additional
stock certificate representing one share of Newpark's Common Stock for each
share held immediately prior to the stock split. Stockholders would retain
certificates issued prior to the Effective Date, and those certificates would
continue to represent the number of shares of Common Stock evidenced thereby.
CERTIFICATES SHOULD NOT BE RETURNED TO NEWPARK OR ITS TRANSFER AGENT.
EFFECTIVE DATE OF THE AMENDMENT AND THE STOCK SPLIT
If the Amendment is adopted by the required vote of stockholders, it will
become effective when the Amendment is filed with the Secretary of State of
the State of Delaware. Newpark currently anticipates that this filing will be
made on May 30, 1997. Stockholders of record as of the close of business on
the Effective Date would receive, as soon as practicable after the Effective
Date, an additional stock certificate representing one share of Newpark's
Common Stock for each share held immediately prior to the stock split.
Because several months will have elapsed between the time the Board approved
the Amendment and the date of the Annual Meeting, the Board may determine that
proceeding with the stock split and the increase in the authorized number of
shares of Common Stock would not be advisable under circumstances existing at
the time. Such circumstances might include a major disruption or decline in
the stock market generally or in the market value of Newpark's Common Stock.
The Board does not presently anticipate that any such circumstances will
arise, but believes it prudent to retain the flexibility to evaluate
conditions at the time of the Annual Meeting. Accordingly, at any time prior
to the Effective Date, notwithstanding authorization of the stock split and
the increase in the authorized number of shares of Common Stock by the
stockholders, Newpark may abandon the Amendment without further action by the
stockholders.
Tax Consequences of the Stock Split
Newpark has been advised by tax counsel that under existing United States
federal income tax laws, holders of Common Stock will not be required to
recognize taxable gain or loss as a result of the stock split. The tax basis
of each new share and each retained share of Common Stock would be equal to
one-half of the tax basis of the corresponding share immediately preceding the
stock split. In addition, the holding period for the additional shares issued
pursuant to the stock split would be the same as the holding period for the
original shares of Common Stock. The laws of jurisdictions other than the
United States may impose income taxes on the issuance of the additional
shares, and stockholders subject to such laws are urged to consult their tax
advisors.
INCREASE IN AUTHORIZED COMMON STOCK
Purposes of Increase
The Amendment would increase the number of shares of Common Stock that
Newpark is authorized to issue from 20,000,000 to 80,000,000 shares. The
proposed increase is necessary to permit the stock split and to ensure that
Newpark continues to have additional shares available for future issuance from
time to time as approved by the Board for any proper corporate purpose,
including financings, corporate mergers, acquisitions of other businesses,
further stock dividends or splits and issuances under stock option and other
employee incentive programs. At present, Newpark has no plans, agreements or
understandings for the issuance of additional shares of capital stock, other
than pursuant to the stock split proposal and pursuant to outstanding options
under the
10
<PAGE>
Option Plans. No further action or authorization by the stockholders would be
necessary prior to the issuance of additional shares unless applicable laws or
regulations require such approval.
Effects of Increase
Stockholders should note that certain disadvantages may result from the
adoption of the Amendment. The Amendment will increase the total number of
authorized shares of Common Stock by an amount substantially greater than that
necessary to effect the stock split, and stockholders could therefore
experience a significantly greater reduction in their interest in Newpark with
respect to earnings per share, voting, liquidation value and book and market
value per share if the additional authorized shares are issued. If the
Amendment is adopted, there will be approximately 46,800,000 shares of Common
Stock remaining available for issuance by Newpark after the stock split and
after taking into account the shares of Common Stock reserved for issuance
under the Option Plans, as opposed to approximately 3,400,000 shares that
would remain available for issuance if the stock split and the increase
contemplated by the Amendment were not adopted.
The availability for issuance of additional shares of Newpark's Common Stock
could also enable the Board to render more difficult or discourage an attempt
to obtain control of Newpark. For example, the issuance of shares in a public
or private sale, merger or similar transaction would increase the number of
outstanding shares, thereby possibly diluting the interest of a party
attempting to obtain control of Newpark. Newpark is not aware of any pending
or threatened efforts to obtain control of the Newpark.
The increase in the authorized number of shares of Common Stock also will
increase the amount of minimum franchise taxes payable by Newpark, on an
annual basis, to the State of Delaware, as, for the most part, the amount of
franchise taxes is determined as a function of Newpark's authorized capital
structure. Had the amendment been adopted prior to the beginning of fiscal
1996, the amount of franchise tax payable to the State of Delaware would have
increased by approximately $90,000.
Each additional share of Common Stock authorized by the Amendment would have
the same rights and privileges as each share of Common Stock currently
authorized or outstanding. The number of authorized shares of Preferred Stock
would remain unchanged at 1,000,000 shares.
MISCELLANEOUS
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1998 Annual Meeting of
Stockholders must be received by Newpark by December 9, 1997, to be considered
by Newpark for inclusion in Newpark's proxy statement and form of proxy
relating to that meeting. Such proposals should be directed to the attention
of the Corporate Secretary, Newpark Resources, Inc., 3850 North Causeway
Blvd., Suite 1770, Metairie, Louisiana 70002.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires Newpark's
officers and directors, and persons who own more than ten-percent of a
registered class of Newpark's equity securities, to file reports of ownership
and changes in ownership with the Securities and Exchange Commission and the
New York Stock Exchange. Officers, directors and greater than ten-percent
stockholders are required by Securities and Exchange Commission regulations to
furnish Newpark with copies of all Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to Newpark, or
written representations that no Forms 5 were required, Newpark believes that
during the period from January 1, 1996 to December 31, 1996 all Section 16(a)
filing requirements applicable to its officers, directors and greater than
ten-percent beneficial owners were complied with.
11
<PAGE>
OTHER MATTERS
Neither Newpark nor any of the persons named as proxies knows of matters
other than those described above to be voted on at the Annual Meeting.
However, if any other matters are properly presented at the Annual Meeting, it
is the intention of the persons named as proxies to vote in accordance with
their judgment on such matters, subject to direction by the Board of
Directors.
Newpark's Annual Report on Form 10-K for the year ended December 31, 1996
accompanies this Proxy Statement, but is not to be deemed a part of the proxy
soliciting material.
WHILE YOU HAVE THE MATTER IN MIND, PLEASE COMPLETE, SIGN AND RETURN THE
ENCLOSED PROXY CARD.
12
<PAGE>
EXHIBIT A
AMENDMENT TO CERTIFICATE OF INCORPORATION
The following are the resolutions of the Board of Directors amending the
Certificate of Incorporation effecting a two-for-one stock split of Newpark's
Common Stock and an increase in the authorized number of shares of Common
Stock.
RESOLVED, that Paragraph A of Article FOURTH of the Certificate of
Incorporation of the Corporation, as amended, be amended to read in its
entirety as follows:
"FOURTH. The corporation is authorized to issue two classes of shares
to be designated, respectively, "Preferred Stock" and "Common Stock."
The total number of shares of which this corporation shall have
authority to issue is Eighty-One Million (81,000,000), of which One
Million (1,000,000) shares shall be Preferred Stock and Eighty Million
(80,000,000) shares shall be Common Stock. The Preferred Stock and the
Common Stock shall each have a par value of $.01 per share.
Upon Amendment of this paragraph, each issued share of the Common
Stock of the corporation, including the shares of such Common Stock
held by the corporation as treasury stock, if any, is hereby
subdivided into two (2) shares of Common Stock, $.01 par value per
share."
<PAGE>
NEWPARK RESOURCES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 1997
The undersigned, revoking any previous proxies for such stock, hereby
appoints James D. Cole an Edah Keating, and each of them, proxies of the
undersigned with full power of substitution to each, to vote all shares of
common stock of NEWPARK RESOURCES, INC. which the undersigned is entitled to
vote at the Annual Meeting of Stockholders of NEWPARK RESOURCES, INC. to be
held on May 14, 1997, and all postponements or adjournments thereof, with all
the power the undersigned would possess if personally present, with authority
to vote (i) as specified by the undersigned below and (ii) in the discretion of
any proxy upon such other business as may properly come before the meeting.
Vote this proxy as follows:
1. Election of directors:
[_] FOR For all nominees [_] WITHHELD
(except as marked vote for all nominees listed
to the contrary below)
NOMINEES: Dibo Attar, William Thomas Ballantine, James D. Cole, William W.
Goodson, David P. Hunt, Alan J. Kaufman and James H. Stone
INSTRUCTION: TO WITHHOLD VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THROUGH THE
NOMINEE'S NAME.
2. Proposal to amend Newpark's Certificate of Incorporation to effect a two-
for-one stock split and increase the number of authorized shares of Common
Stock from 20,000,000 to 80,000,000:
[_] FOR [_] AGAINST [_] ABSTAIN
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS INDICATED, WILL
BE VOTED FOR THE ELECTION OF THE NOMINEES OF THE BOARD OF DIRECTORS, FOR THE
PROPOSAL ADOPTING THE AMENDMENTS TO NEWPARK'S CERTIFICATE OF INCORPORATION AND
OTHERWISE IN THE DISCRETION OF ANY OF THE PERSONS ACTING AS PROXIES.
IMPORTANT: PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME OR NAMES APPEAR HEREON
AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE.
SIGNATURE _______________ DATE_______ SIGNATURE _________________ DATE _______
IMPORTANT: Please date this proxy and sign exactly as your name or names appear
hereon. If stock is held jointly, each should sign. Executors, administrators,
trustees, guardians and others signing in a representative capacity, please give
your full title(s). If this proxy is submitted to a corporation or
partnership, it should be executed in the full corporate or partnership name by
a duly authorized person.
