Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement (Revised) [ ] 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 Rule 14a-11(c) or Rule 14a-12
Howell Corporation
- ------------------------------------------------------------------------------
(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 ] $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
14-a-(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:
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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:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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HOWELL CORPORATION
1111 Fannin, Suite 1500
Houston, Texas 77002
March 29, 1996
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to
be held on Monday, April 29, 1996, at 10:00 a.m., in the tenth floor meeting
room of the Howell Corporation Building, 1111 Fannin Street, Houston, Texas
77002.
The accompanying Notice of Annual Meeting and Proxy Statement describe the
formal matters to be acted upon at the meeting. In addition, we will discuss
current matters concerning the future of the Company and review the Company's
operations during the past year. At the conclusion of the formal meeting, an
opportunity will be provided for questions and discussion by the shareholders.
A record of the Company's activities for the year 1995 is contained in the
Annual Report which accompanies this proxy material.
Representation of your shares at the meeting is very important. We urge
each shareholder, whether or not you now plan to attend the meeting, to promptly
date, sign and return the enclosed proxy in the envelope furnished for that
purpose. If you do attend the meeting, you may, if you wish, revoke your proxy
and vote in person.
It is always a pleasure to meet with our shareholders, and I personally
look forward to seeing as many of you as possible at the Annual Meeting.
Sincerely,
/s/ Ronald E. Hall
Ronald E. Hall
Chairman of the Board
HOWELL CORPORATION
1111 Fannin, Suite 1500
Houston, Texas 77002
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MONDAY, APRIL 29, 1996
To the Shareholders of Howell Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
Howell Corporation, a Delaware corporation, will be held in the tenth floor
meeting room of the Howell Corporation Building, 1111 Fannin Street, Houston,
Texas, on Monday, April 29, 1996, at 10:00 a.m. local time, for the following
purposes:
(1) to elect three members to the Board of Directors to serve for a
three-year term as Class II Directors;
(2) to ratify the appointment of Deloitte & Touche LLP as independent
auditors for the Company for the fiscal year ending December 31, 1996; and
(3) to transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 1, 1996, as
the record date for the determination of shareholders entitled to receive notice
of and to vote at the Annual Meeting. A list of all shareholders entitled to
vote is on file at the principal offices of the Company, 1111 Fannin, Suite
1500, Houston, Texas, and will be available for inspection by any shareholder
during the meeting.
So that we may be sure your shares will be voted at the Annual Meeting,
please date, sign and return the enclosed proxy promptly. For your convenience,
a postpaid return envelope is enclosed for your use in returning your proxy. If
you attend the meeting, you may revoke your proxy and vote in person.
By Order of the Board of Directors,
/s/ Allyn R. Skelton, II
Allyn R. Skelton, II
Senior Vice President,
Chief Financial Officer
and Secretary
March 29, 1996
HOWELL CORPORATION
1111 Fannin, Suite 1500
Houston, Texas 77002
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 29, 1996
Solicitation and Revocability of Proxies
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Howell Corporation ("Company") to be used
at the Annual Meeting of Shareholders to be held in the tenth floor meeting room
of the Howell Corporation Building, 1111 Fannin Street, Houston, Texas on
Monday, April 29, 1996, at 10:00 a.m. local time, and at any and all
adjournments thereof. This Proxy Statement and the enclosed proxy are being
mailed to the shareholders on or about March 29, 1996.
Unless otherwise indicated thereon, proxies in the accompanying form which are
properly executed and duly returned to the Company and which are not revoked
will be voted:
(1) for each of the three nominees for director to serve a three-year term
as Class II Directors; and
(2) for ratification of the appointment of Deloitte & Touche LLP as
independent auditors for the Company for the year ending December 31, 1996.
Shares represented by proxies marked as abstentions on any matter will not be
voted on that matter, although they will be counted for quorum purposes;
brokers' shares held in "street name" and not voted by them will not be counted
in tabulating votes. Votes at the Annual Meeting will be tabulated by an
Inspector of Election selected by the Company.
The Board of Directors is not presently aware of other proposals which may be
brought before the Annual Meeting. In the event other proposals are brought
before the Annual Meeting, the persons named in the enclosed form of proxy will
vote in accordance with what they consider to be the best interests of the
Company and its shareholders.
The cost of soliciting proxies will be borne by the Company. In addition to
the Company's solicitation by mail, proxies may be solicited personally or by
telephone by the management of the Company. The Company may request brokerage
houses or other custodians, nominees and fiduciaries to forward proxies and
proxy material to the beneficial owners of the shares held of record by such
persons and will reimburse them for their reasonable forwarding expenses.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is exercised. Proxies may be revoked by filing
with the Secretary of the Company written notice of revocation, by executing and
delivering a later-dated proxy, or by appearing and voting in person at the
meeting.
Voting Securities and Record Date
The Board of Directors of the Company has fixed the close of business on March
1, 1996, as the Record Date (the "Record Date") for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof.
The issued and outstanding voting securities of the Company as of the Record
Date consist of 4,933,446 shares of common stock, $1.00 par value per share
("Common Stock"), each of which is entitled to one vote. Shares of Common Stock
are not entitled to cumulative voting rights in the election of Directors. The
presence in person or by proxy of the holders of a majority of the shares of
Common Stock outstanding on the Record Date will be necessary to constitute a
quorum at the Annual Meeting.
Assuming the presence of a quorum of the Common Stock, the affirmative vote of
the holders of a majority of the shares of Common Stock represented in person or
by proxy at the meeting is required for the election of Directors and for
ratification of the appointment of Deloitte & Touche LLP as independent auditors
for the fiscal year ending December 31, 1996.
The Company also has issued and outstanding, as of the Record Date, 690,000
shares of $3.50 convertible preferred stock, par value $1.00 per share (the
Company's 690,000 shares of Preferred Stock issued in April 1993 of $3.50
convertible preferred stock is referred to as the "Series A Preferred Stock").
The Series A Preferred Stock is not entitled to vote on the items in this proxy.
Item 1. Election of Directors
The Company's Board of Directors is divided into three classes, each elected
to serve for a term of three years. The Board of Directors, in accordance with
the Company's Certificate of Incorporation, has established that there shall be
two Class I Director, three Class II Directors and three Class III Directors.
The three nominees for Class II Directors are Robert M. Ayres, Jr., Ronald E.
Hall and Otis A. Singletary. It is the intention of the persons named in the
accompanying proxy that proxies will be voted for the election of these three
nominees unless otherwise indicated thereon. Each of these persons is now a
Director of the Company and is standing for reelection. In September 1995, Mr.
Hall was elected by the other Directors to fill the unexpired term of Paul W.
Funkhouser, who resigned. The Board of Directors has no reason to believe that
any of the nominees will be unable to serve if elected to office and, to the
knowledge of the Board of Directors, the nominees intend to serve the entire
term for which election is sought. Should any nominee for the office of
Director named herein become unable or unwilling to accept nomination or
election, the persons named in the proxy will vote for such other person as the
Board of Directors may recommend.
Directors to be Elected at the Meeting
Set forth below is certain information regarding each of the three nominees
for election as a Director.
<TABLE>
<CAPTION>
Director
Name Occupation, Experience and Directorships Since
- ---- ---------------------------------------- ----------
<S> <C> <C>
Robert M. Ayres, Jr. Financial consultant for more than five years. 1991
Age: 69 Vice Chancellor and President Emeritus,
University of the South. Director: Rail Tex,
Inc., Patoil Corp. and James Avery Craftsman,
Inc.
Ronald E. Hall Chairman of the Board of the Company since 1995. 1995
Age: 63 Formerly President and CEO of CITGO Petroleum
Corporation, a refining, marketing and
distribution company, from 1985 to 1995.
Director of CITGO from 1990 to 1995.
Otis A. Singletary President Emeritus, University of Kentucky 1977<F1>
Age: 74 since 1987.
- ----------------------
<FN>
<F1>
Dr. Singletary also served as a Director in 1969.
</FN>
</TABLE>
The Board of Directors of the Company has unanimously approved the election of
the nominees and recommends a vote "FOR" the election of the nominees for Class
II directors.
Directors whose Term Extends Beyond the Meeting
Set forth below is certain information regarding each of the Directors whose
term extends beyond the meeting. The Class III Directors with terms expiring in
1997 are Walter M. Mischer, Sr., Paul W. Murrill and Jack T. Trotter. The Class
I Director with a term expiring in 1998 is Paul N. Howell. A vacancy, which may
be filled at the Board of Directors' discretion, exists for the Class I
Directors. John F. Schwarz resigned as a Director on February 2, 1996, due to
his acceptance of an opportunity which could result in a conflict of interest.
<TABLE>
<CAPTION>
Director
Name Occupation, Experience and Directorships Since
- ---- ---------------------------------------- ----------
<S> <C> <C>
Paul N. Howell President and Chief Executive Officer of the 1955
Age: 77 Company. President since 1995. CEO since
1955. Formerly Chairman of the Board of
the Company from 1978 to 1995.
Walter M. Mischer, Sr. Chairman & CEO, Southern Investors Service 1983
Age: 74 Company, Inc. (formerly The Mischer Corp.) and
Hallmark Residential Group Inc., a real estate
development company, since 1969. Director:
Southwest Airlines.
Paul W. Murrill Professional Engineer for more than five years. 1994
Age: 61 Chairman, Piccadilly Cafeterias, Inc. Chairman and
CEO of Gulf States Utilities Company, a public
utility, from 1982 to 1987. Director: Entergy
Corporation, Tidewater, Inc., First Mississippi
Corporation, Pavillion Technology, Inc., Piccadilly
Cafeterias, Inc. and Zygo, Inc.
Jack T. Trotter Personal business investments for thirty years. 1988
Age: 69 Director: Houston Industries, Inc., Houston
Lighting & Power Company, Weingarten Realty, Inc.,
King Ranch, Inc., and Vice Chairman of First
Interstate Bank Texas, N.A.
</TABLE>
Compensation of Directors
Each member of the Board of Directors who is not an employee of the Company
receives a $4,500 quarterly retainer fee, plus $1,000 per meeting for attending
the meetings of a standing committee, unless the standing committee meets on the
same day as the Board of Directors, in which event no fee is paid. Commensurate
remuneration is also paid for service on other committees and for special
assignments as the occasion arises. Reasonable out-of-pocket expenses incurred
by a director in attending board and committee meetings are reimbursed by the
Company.
Messrs. Ayres, Mischer, Murrill, Singletary and Trotter, non-employee members
of the Board of Directors who are also members of the Stock Option Committee,
all received an option to purchase 10,000 shares of the Common Stock. The
option exercise price was the market price of the Common Stock on the date of
grant. The option becomes exercisable in increments of 25% of the shares
covered by the grant after the lapse of successive periods of one year each.
Each of these options has a ten-year term but in case of cessation of the
individual's directorship of the Company, an otherwise exercisable option
expires after six months.
Mr. Ronald E. Hall received an option for 50,000 shares of the Common Stock,
with the option exercise price equal to the market price of the Common Stock on
the date of the grant. This option is exercisable one year from date of grant.
The option has a ten-year term, but should Mr. Hall cease to be a director of
the Company, an otherwise exercisable option will expire after two years.
As Chairman of the Board, Mr. Hall also receives a retainer fee of $38,000 per
year. For the period in 1995 that Mr. Hall served as Chairman, he received
$15,905, plus reimbursement of expenses.
Activities of the Board
The Board of Directors held four meetings during 1995. Each Director attended
at least 75% of the meetings of the Board and of any committee of which he was a
member.
The Board of Directors has three standing committees: Audit, Compensation,
and Stock Option. The Board of Directors does not have a nominating committee.
Members of the Audit Committee were Jack T. Trotter, Robert M. Ayres, Jr., and
Wallace S. Wilson until April 24, 1995, when the committee was reduced to Mr.
Trotter and Mr. Ayres. The Audit Committee met once in 1995. Functions of the
Audit Committee include recommending to the Board of Directors the independent
auditors, approving the estimated fees for such services, reviewing the audit
reports and making such recommendations to the Board of Directors concerning the
audit reports as may be appropriate, meeting with the independent auditors,
financial officers of the Company and other members of management to review the
results of audits, and evaluating the adequacy of the internal control system of
the Company.
Members of the Compensation Committee were Walter M. Mischer, Sr., Paul W.
Murrill and Otis A. Singletary, until April 24, 1995, when John F. Schwarz
replaced Dr. Singletary on the committee. The Compensation Committee met twice
in 1995. Functions of the Compensation Committee include establishing
compensation for the officers of the Company and reviewing all employee benefit
programs, including the recommendation of changes in the benefits.
Members of the Stock Option Committee were Messrs. McKetta, Ayres, Mischer,
Murrill, Singletary, Trotter, and Wilson, until April 24, 1995, when John F.
Schwarz was appointed to the committee and Messrs. McKetta and Wilson ceased to
serve on the committee. The Committee administers the 1988 Stock Option Plan
and met twice during 1995.
Compensation Committee Report on Executive Compensation
The following report by the Compensation Committee to the Board of Directors
discusses the factors the Compensation Committee considers when determining the
salary and bonus of the Chief Executive Officer and other executive officers.
To the Board of Directors:
As members of the Compensation Committee, it is our duty to establish the
compensation level of the executive officers, to award bonuses to the executive
officers and to approve the Company's benefit plan arrangements.
The base salary level of the executive officers is recommended to the
Compensation Committee by the CEO. Factors considered by the CEO are typically
subjective, such as his perception of the individual's performance and any
planned changes in functional responsibility, and also include such factors as
prior year compensation levels and general inflationary considerations. The
profitability of the Company and the market value of its stock are not primary
considerations in setting executive officer base compensation, although
significant changes in these items are subjectively considered. The increase of
4% in base compensation for Mr. Paul N. Howell for 1995 was reflective of
general inflation.
The Committee awarded bonuses to the executive officers, including Mr. Howell,
after subjectively considering the profitability of the Company and individual
performance. In making such determination, the Committee does not apply any
specific criteria. The perquisites and other benefits received by Mr. Howell
that are reported in the Summary Compensation Table are provided primarily
pursuant to existing employee benefit programs.
No member of the Compensation Committee is a former or current officer or
employee of the Company or any of its subsidiaries.
Compensation Committee
Walter M. Mischer, Sr.
Paul W. Murrill
Otis A. Singletary
Stock Option Committee Report on Executive Compensation
The following report by the Stock Option Committee to the Board of Directors
discusses the factors the Stock Option Committee considers when determining the
number of shares which will be made subject to stock options granted to the
executive officers of the Company.
To the Board of Directors:
As members of the Stock Option Committee it is our duty to administer the
Company's 1988 Stock Option Plan. Administering the plan includes awarding
stock options to the executive officers.
Stock options are a component of compensation that is intended to retain
executives and to motivate executives to improve stock market performance. The
number of options granted to each executive officer was determined by taking a
percentage of salary and dividing that amount by the fair market value per share
on the first business day of the year. The percentages are recommended annually
by the CEO (subject to the approval of the Committee). The percentage
recommended for Mr. Paul N. Howell for 1995 was 62.5 percent. The option price
was the fair market value of the Company's common stock on the date of the
grant.
Stock Option Committee
John J. McKetta
Robert M. Ayres, Jr.
Walter M. Mischer, Sr.
Paul W. Murrill
Otis A. Singletary
Jack T. Trotter
Wallace S. Wilson
Compensation of Executive Officers
Messrs. Paul N. Howell, Allyn R. Skelton, II, and Robert T. Moffett
constituted the executive officers of the Company during the fiscal year 1995.
Mr. Moffett became an executive officer on October 30, 1995. The following
table summarizes the compensation paid by the Company, for the three fiscal
years ended December 31, 1995, to its Chief Executive Officer and to all of its
other executive officers. The Company has no restricted stock awards, long-term
incentive plans or pension plans.
<TABLE>
Summary Compensation Table
<CAPTION>
Annual Compensation
---------------------------------------
Long-term
Compensation
----------
Other Securities All
Name & Annual Underlying Other
Principal Position Year Salary Bonus Compensation<F1> Options Compensation
- ------------------ ---- ------ ----- ---------------- ------- ------------
($) ($) ($) (#) ($)
<S> <C> <C> <C> <C> <C> <C>
Paul N. Howell 1995 295,350 58,000 6,000 17,400 67,390<F2>
President and Chief 1994 284,000 34,241 6,000 16,100 66,878
Executive Officer 1993 275,600 25,000 6,000 15,000 72,392
Allyn R. Skelton, II 1995 158,182 43,000 6,000 7,400 11,537<F3>
Senior Vice President, 1994 146,750 33,263 6,000 6,700 11,194
Chief Financial Officer1993 137,800 25,000 6,000 6,000 12,041
and Secretary
Robert T. Moffett 1995 118,281 25,000 6,000 5,500 10,340<F4>
Vice President and
General Counsel
- -----------------------
<FN>
<F1> Other annual compensation is a $6,000 auto allowance for each executive
officer.
<F2> Includes $6,000 of Company contributions to a defined contribution plan,
$5,907 to a thrift plan, $2,954 to a stock purchase plan, $515 for premiums for
term life insurance and $52,015, which is the premium attributable to the term
life portion of a split dollar insurance arrangement and the current dollar
value of the remainder of the premium paid. The total premium paid in 1995 was
$232,184.
<F3> Represents Company contributions of $6,000 to a defined contribution plan,
$3,164 to a thrift plan, $1,582 to a stock purchase plan and $792 for premiums
for term life insurance.
<F4> Represents Company contributions of $6,000 to a defined contribution plan,
$2,366 to a thrift plan, $1,183 to a stock purchase plan and $792 for premiums
for term life insurance.
</FN>
</TABLE>
Compensation Pursuant to Plans
The Company maintains a stock option plan for its executive officers,
directors and key employees, which is administered by the Stock Option
Committee. Under this plan, which expires in 1998, the Company may grant both
tax-qualified and nonqualified options to eligible employees and, subject to
certain limitations, members of the Board of Directors. An aggregate of 750,000
shares of Common Stock has been reserved for issuance under this plan. The
aggregate number of those 750,000 shares that may be granted to members of the
Board of Directors is 150,000. The following table sets forth the options
granted to the individuals named in the Summary Compensation Table during the
last fiscal year.
<TABLE>
Option Grants in Last Fiscal Year
<CAPTION>
Individual Grants<F1>
------------------------------------------------
Number of
Securities % of Total Potential Realizable
Underlying Options Granted Exercise Value at Assumed Annual
Options to Employees in Price Expiration Rates of Stock Price
Name Granted Year Per Share Date Appreciation for Option Term
---- ------- ---------------- --------- ---------- ----------------------------
(#) ($/Sh) 5% 10%
--- ------ -- ---
<S> <C> <C> <C> <C> <C> <C>
Paul N. Howell 17,400 12 $10.625 01/30/05 $116,267 $294,643
Allyn R. Skelton, II 7,400 5 $10.625 01/30/05 $49,447 $125,308
Robert T. Moffett 5,500 4 $10.625 01/30/05 $36,751 $93,134
- --------------------
<FN>
<F1>
Options become exercisable in increments of 25% of the shares covered by the
grant after the lapse of successive periods of one year each. Each option has a
ten-year term, but in case of termination of employment, otherwise exercisable
options expire after six months.
</FN>
</TABLE>
The table below shows the number of shares of Common Stock issued upon the
exercise of options by the executive officers in 1995, the value received upon
exercise of those options, the number of exercisable and unexercisable options
at December 31, 1995 and the value of exercisable and unexercisable options with
an option price of less than $14 3/8 per share, which was the market value of
the Company's common stock on December 31, 1995.
Aggregated Option Exercises in Last Fiscal Year
and FY-End Option Values
Number of Dollar
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Fiscal Options at Fiscal
Year End Year End
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
---- --------------- -------- ------------- -------------
(#) ($) (#) ($)
Paul N. Howell - - 70,047/40,475 293,551/145,285
Allyn R. Skelton, II - - 24,802/16,800 117,290/60,295
Robert T. Moffett - - 5,825/12,375 16,822/42,116
Termination Arrangements
The Company has entered into a Deferred Compensation and Salary Continuation
Agreement with Paul N. Howell. Pursuant to the terms of that Agreement, the
Company has contracted to pay Mr. Howell, or his wife if she survives his death,
certain annual payments upon his termination of employment for any reason.
Those annual payments are $17,500 each year for the years 1991 through 1996,
inclusive, and $30,000 each year for the years 1997 through 1999, inclusive. If
Mr. Howell's employment with the Company continues through a portion of this
period of time, the Company is relieved of its obligation for each annual
payment set out above as that year expires. Inasmuch as Mr. Howell has
continued his employment since the Agreement became effective, no payments have
been made pursuant thereto. If Mr. Howell continues his employment with the
Company through the year 1999, then the Company will be relieved from its entire
obligation under this agreement.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Company's Board of Directors is composed of
the following: Walter M. Mischer, Sr. and Paul W. Murrill, neither of whom is
an employee of the Company.
Performance Graph
Set forth below is a line graph comparing the yearly percentage change in the
cumulative total shareholder return on the Company's Common Stock against the
cumulative total return of the Dow Jones Industrial Average and a peer group
average for the period of five years commencing December, 31, 1990 and ended
December 31, 1995. The peer group average is the Dow Jones Energy Sector Oil
Secondary Group Average, which consists of smaller oil companies who do the bulk
of their business domestically. The historical stock price performance for the
Company's stock shown on the graph below is not necessarily indicative of future
stock performance.
Composite of Five Year Cumulative Total Return*
Howell Corporation Common, Peer Group Average & Dow Jones Industrial Average
The data points on the performance graph are as follows.
Dow Jones
Howell Peer Group Industrial
Year Corporation Average Average
- ---- ----------- --------- --------
1990 100.00 100.00 100.00
1991 79.51 98.25 124.33
1992 98.96 98.90 133.44
1993 95.87 109.73 156.05
1994 104.89 106.27 163.91
1995 128.61 122.95 224.46
* Assumes that the value of the investment in Howell Corporation and each
indices was $100 on December 31, 1990 and that all dividends were reinvested.
Security Ownership of Management and Certain Beneficial Owners
The following table sets forth, as of February 1, 1996, the shares of Common
Stock beneficially owned by (i) any person who, to the knowledge of the Company,
beneficially owns more than 5% of such stock, (ii) each director and nominee for
director of the Company, (iii) each executive officer of the Company named in
the Summary Compensation Table, and (iv) all directors and executive officers of
the Company as a group. The Common Stock is the only class of voting securities
of the Company currently outstanding. Unless otherwise indicated, each holder
in the table below has sole voting and dispositive power with respect to the
shares of Common Stock owned by such holder.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial Percent
of Beneficial Owner Ownership of Class
- ------------------- ---------------- --------
<S> <C> <C>
Paul N. Howell 1,188,345<F1> 23.7
Howell Corporation
1111 Fannin, Suite 1500
Houston, Texas 77002
Allyn R. Skelton, II 40,799<F2> *
Howell Corporation
1111 Fannin, Suite 1500
Houston, TX 77002
Robert T. Moffett 12,281<F3> *
Howell Corporation
1111 Fannin, Suite 1500
Houston, TX 77002
Robert M. Ayres, Jr. 174,116<F4> 3.5
5705 Scout Island Cove
Austin, TX 78731
Ronald E. Hall - -
Howell Corporation
1111 Fannin, Suite 1500
Houston, TX 77002
Walter M. Mischer, Sr. 20,000<F5> *
Southern Investors Service Company, Inc.
2727 North Loop West, Suite 200
Houston, TX 77008
Paul W. Murrill 3,500<F6> *
206 Sunset Boulevard
Baton Rouge, LA 70808
Otis A. Singletary 15,600<F7> *
780 Chinoe Rd.
Lexington, KY 40502
Jack T. Trotter 13,000<F8> *
1000 Louisiana, Suite 3600
Houston, TX 77002
All directors and executive officers
as a group (9 persons) 1,467,641<F9> 28.9
Dimensional Fund Advisors Inc. 339,900<F10> 6.9
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
The Guardian Life Insurance Company of America 475,500<F11> 9.4
201 Park Avenue South
New York, NY 10003
Ingalls & Snyder 579,152<F12> 11.5
61 Broadway
New York, NY 10006
FBL Investment Advisory Services, Inc. 1,047,878<F13> 18.3
5400 University Avenue
West Des Moines, IA 50266
Heartland Advisors, Inc. 268,800<F14> 5.5
790 North Milwaukee Street
Milwaukee, WI 53202
Bradley N. Howell 312,426<F15> 6.3
Howell Transportation Services, Inc.
1111 Fannin, Suite 1500
Houston, TX 77002
* Less than 1%.
- --------------------------
<FN>
<F1>
Includes 77,976 shares which Mr. Paul N. Howell has the right to acquire within
60 days pursuant to certain options and 37,000 shares which are owned by the
Howell Foundation, as to which Mr. Howell shares voting and dispositive power.
<F2>
Includes 31,202 shares which Mr. Skelton has the right to acquire within 60 days
pursuant to certain options.
<F3>
Includes 9,625 shares which Mr. Moffett has the right to acquire within 60 days
pursuant to certain options.
<F4>
Includes 5,250 shares owned by the Shield-Ayres Foundation, as to which Mr.
Ayres disclaims both voting and dispositive power, and 12,490 shares held by Mr.
Ayres' wife, as to which he disclaims both voting and dispositive power. Also
includes 10,000 shares which Mr. Ayres has the right to acquire within 60 days
pursuant to certain options.
<F5>
Includes 10,000 shares which Mr. Mischer has the right to acquire within 60 days
pursuant to certain options.
<F6>
Includes 2,500 shares which Dr. Murrill has the right to acquire within 60 days
pursuant to certain options.
<F7>
Of these, 15,000 shares are held by Dr. Singletary directly, as to which he
exercises both voting and dispositive power, and 600 shares are held by Dr. and
Mrs. Singletary, as to which Dr. Singletary shares voting and dispositive power.
<F8>
Includes 10,000 shares which Mr. Trotter has the right to acquire within 60 days
pursuant to certain options.
<F9>
Includes 151,303 shares which the Company's directors and executive officers
have the right to acquire within 60 days pursuant to the exercise of certain
options and the conversion of shares of Series A Preferred Stock.
<F10>
Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment advisor,
is deemed to have beneficial ownership of 339,900 shares of Howell Corporation
stock as of December 31, 1995, all of which shares are held in portfolios of DFA
Investment Dimensions Group Inc., a registered open-end investment company, or
in series of the DFA Investment Trust Company, a Delaware business trust, or the
DFA Group Trust and DFA Participation Group Trust, investment vehicles for
qualified employee benefit plans, all of which Dimensional Fund Advisors Inc.
serves as investment manager. Dimensional disclaims beneficial ownership of all
such shares.
<F11>
According to Amendment No. 1 to Schedule 13G filed by The Guardian Life
Insurance Company of America ("Guardian") with the Commission, shares are
beneficially owned by a group comprised of Guardian and certain of its
affiliates, including Guardian Investor Services Corporation, a wholly-owned
subsidiary and registered investment advisor. The group shares voting rights
and dispositive power over all such shares. Shares beneficially owned include
151,515 shares of Common Stock which the group has the right to receive within
60 days should it elect to convert the 50,000 shares of Series A Preferred Stock
held by it.
<F12>
Includes 85,552 shares of Common Stock which Ingalls & Snyder has the right to
receive within 60 days should it elect to convert the 28,235 shares of Series A
Preferred Stock held by it. Ingalls & Snyder is registered as a broker or
dealer with the Commission. Based on its Amendment No. 2 to Schedule 13G filed
with the Commission, Ingalls & Snyder has sole voting power with respect to
18,900 of the shares of Common Stock owned beneficially and sole dispositive
power over all of the shares of Common Stock owned beneficially.
<F13>
Includes 795,257 shares of Common Stock which FBL Investment Advisory Services,
Inc., has the right to receive within 60 days should it elect to convert the
262,435 shares of Series A Preferred held by it. FBL Investment Advisory
Services, Inc., is registered as an investment adviser with the Commission.
Based on its Schedule 13G filed with the Commission, FBL Investment Advisory
Services, Inc., has sole voting and dispositive power over all such shares.
<F14>
According to Schedule 13G filed by Heartland Advisors, Inc. ("Heartland") with
the Commission, Heartland is a registered investment advisor. Heartland has
sole voting power over 237,500 of the shares of Common Stock owned beneficially
and sole dispositive power over all the shares of Common Stock owned
beneficially.
<F15>
Of these, 33,875 shares are held by Bradley N. Howell as custodian for minor
children, as to which he exercises both voting and dispositive power; 139,546
shares are held in trust for minor children and for himself, as to which he
shares voting and dispositive power; and 16,273 shares are held by Bradley N.
Howell's wife, as to which he disclaims both voting and dispositive power. Also
includes 12,769 shares which Bradley N. Howell has the right to acquire within
60 days pursuant to certain options.
</FN>
</TABLE>
Certain Transactions
During 1982, the Company borrowed $4.5 million from Paul N. Howell, Chairman
and Chief Executive Officer of the Company. The loan, which was unsecured, was
payable on demand and bore interest at the prime rate minus one-half percent.
In December of 1983, the loan was converted from a demand note to an unsecured
term note due February 28, 1986, bearing interest at the prime rate, payable
quarterly. The note was renewed annually. During 1995, the remaining principal
balance was repaid. For 1995, the interest accruing to Mr. Howell in respect of
this indebtedness amounted to $161,370.
In 1990, the Company commenced paying the premiums on an insurance policy
pursuant to a Split Dollar Life Insurance Agreement entered into between the
Company and the trustees of certain trusts established by Paul N. Howell and his
wife. The life insurance policy is a joint and last survivor policy on the
lives of Paul N. Howell and his wife. Pursuant to the terms of the agreement,
upon the first to occur of: (1) the death of the last insured, (2) the
surrender of the policy, or (3) the passing of one year after the policy is paid
up, the Company is entitled to be paid the net cash value of the policy before
any proceeds from the policies are paid to the trustees named in the agreement.
Because the net cash value of the policy is expected to be almost as much as the
cumulative premiums paid over the life of the Agreement, the effect of the
premium payments on the Company's earnings is not expected to be material.
The Company has entered into a Deferred Compensation and Salary Continuation
Agreement with Paul N. Howell. Pursuant to the terms of that Agreement, the
Company has contracted to pay Mr. Howell, or his wife if she survives his death,
certain annual payments upon his termination of employment for any reason.
Those annual payments are $17,500 each year for the years 1991 through 1996,
inclusive, and $30,000 each year for the years 1997 through 1999, inclusive. If
Mr. Howell's employment with the Company continues through a portion of this
period of time, the Company is relieved of its obligation for each annual
payment set out above as that year expires. Inasmuch as Mr. Howell has
continued his employment since the Agreement became effective, no payments have
been made pursuant thereto. If Mr. Howell continues his employment with the
Company through the year 1999, then the Company will be relieved from its entire
obligation under this Agreement.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission ("SEC") and the New York Stock Exchange initial reports
of ownership and reports of changes in ownership of Common Stock and other
equity securities of the Company. Officers, directors and greater than ten-
percent shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, all section 16(a) filing requirements applicable to its
officers, directors and greater than ten-percent beneficial owners were complied
with during the fiscal year ended December 31, 1995.
Item 2. Ratification of Appointment of Independent Auditors
Deloitte & Touche LLP has been appointed by the Board of Directors as
independent auditors of the Company and its subsidiaries for the fiscal year
ending December 31, 1996. This appointment is being presented to the
shareholders for ratification. Deloitte & Touche LLP served the Company as
independent auditor for the fiscal year ended December 31, 1995. Although the
Company is not required to obtain shareholder ratification of the appointment of
the independent auditors for the Company for the fiscal year ended December 31,
1996, the Company has elected to do so.
Representatives of Deloitte & Touche LLP will be present at the Annual
Meeting. While they do not plan to make a statement at the meeting, such
representatives will be available to respond to appropriate questions from
shareholders and will be free to make a statement if they so desire.
In the event that the shareholders do not ratify the appointment of Deloitte &
Touche LLP as the independent auditor of the Company, the Board of Directors
will consider the retention of other independent auditors.
The Board of Directors of the Company has unanimously approved Deloitte &
Touche LLP as the independent auditors for the Company for the fiscal year ended
December 31, 1996 and recommends a vote "FOR" the ratification of the
appointment of Deloitte & Touche LLP as independent auditors for the Company for
such fiscal year.
Shareholders' Proposals for 1997 Annual Meeting
Proposals of shareholders of the Company which are intended to be included in
the Company's Proxy Statement and proxy relating to the 1997 Annual Meeting of
the Company must be received at the Company's principal executive offices no
later than November 29, 1996. Such proposals must be in conformity with all
applicable legal provisions, including Rule 14a-8 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
Other Business
The Board of Directors of the Company does not know of any other matters which
are to be presented for action at the meeting. However, if any other matters
properly come before the meeting, it is intended that the enclosed proxy will be
voted in accordance with the recommendation of the Board of Directors.
By Order of the Board of Directors,
/s/ Ronald E. Hall
Ronald E. Hall
Chairman of the Board
Houston, Texas
March 29, 1996
PROXY CARD
COMMON SHAREHOLDER'S PROXY
HOWELL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Paul N. Howell and Otis A. Singletary, and
each of them, as proxies, each with full power of substitution, to represent and
vote as designated below all shares of Common Stock of Howell Corporation
("Company") held of record by the undersigned on March 1, 1996, at the Annual
Meeting of Shareholders to be held on April 29, 1996, or any adjournments
thereof:
(1) ELECTION OF THREE CLASS II DIRECTORS:
WITHHOLD AUTHORITY to vote for all nominees
FOR all nominees listed below __ listed below __
(INSTRUCTION: To withhold authority to vote for any individual nominee strike
through the nominee's name below.)
Robert M. Ayres, Jr. Ronald E. Hall Otis A. Singletary
(2) PROPOSAL TO RATIFY THE APPOINTMENT of
Deloitte & Touche LLP as independent auditors for the Company:
FOR __ AGAINST __ ABSTAIN __
(3) Discretionary authority to vote on other
business that may properly come before the meeting.
This Proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this Proxy will be
voted for Proposals 1 and 2 above.
Please sign exactly as name appears 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 partnership name by authorized person.
DATED: ____________________, 1996
___________________________________
Signature
___________________________________
Signature, if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
