SCHEDULE 14A INFORMATION
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 ] 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:
___________________________________________________________
<PAGE>
HOWELL CORPORATION
1111 Fannin, Suite 1500
Houston, Texas 77002
March 25, 1997
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to
be held on Monday, April 28, 1997, 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 1996 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,
RONALD E. HALL
CHAIRMAN OF THE BOARD
<PAGE>
HOWELL CORPORATION
1111 Fannin, Suite 1500
Houston, Texas 77002
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MONDAY, APRIL 28, 1997
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 28, 1997, 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 III Directors;
(2) to ratify the appointment of Deloitte & Touche LLP as independent
auditors for the Company for the fiscal year ending December 31, 1997; 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 February 28,
1997, 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,
ROBERT T. MOFFETT
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
March 25, 1997
<PAGE>
HOWELL CORPORATION
1111 Fannin, Suite 1500
Houston, Texas 77002
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 28, 1997
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 28, 1997, 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 28, 1997.
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 III Directors; and
(2) for ratification of the appointment of Deloitte & Touche LLP as
independent auditors for the Company for the year ending December 31, 1997.
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
February 28, 1997, 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.
<PAGE>
The issued and outstanding voting securities of the Company as of the
Record Date consist of 4,994,726 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, 1997.
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 Directors, three Class II Directors and three Class
III Directors.
The three nominees for Class III Directors are Walter M. Mischer, Sr., Paul
W. Murrill and Jack T. Trotter. 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. 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>
Walter M. Mischer, Sr.......... President & CEO, Hallmark Residential Group Inc., a real 1983
Age: 74 estate development company, since 1988. Director:
Southwest Airlines.
Paul W. Murrill................ Professional Engineer for more than five years. Chairman, 1994
Age: 62 Piccadilly Cafeterias, Inc. Chairman and CEO of Gulf
States Utilities Company, a public utility, from 1982 to
1987. Director: Entergy Corporation, Tidewater, Inc.,
Chemfirst Corporation, Pavillion Technology, Inc.,
Piccadilly Cafeterias, Inc. and Zygo, Inc.
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<PAGE>
Jack T. Trotter................ Personal business investments for thirty years. Director:
Age: 70 Houston Industries, Inc., Houston Lighting & Power
Company, Weingarten Realty, Inc. and King Ranch, Inc. 1988
</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 III 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 I Directors with a term
expiring in 1998 are Richard K. Hebert and Paul N. Howell. The Class II
Directors with terms expiring in 1999 are Robert M. Ayres, Jr., Ronald E. Hall
and Otis A. Singletary.
<TABLE>
<CAPTION>
DIRECTOR
NAME OCCUPATION, EXPERIENCE AND DIRECTORSHIPS SINCE
---- ---------------------------------------- -----
<S> <C> <C>
Robert M. Ayres, Jr............ Financial consultant for more than five years. Vice 1991
Age: 70 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. Formerly President and 1995
Age: 64 CEO of CITGO Petroleum Corporation, a refining, marketing and
distribution company, from 1985 to 1995. Director of CITGO from
1990 to 1995. Director of Getty Petroleum Corporation and Genesis
Energy, L.L.C.
Paul N. Howell................. President and Chief Executive Officer of the Company. 1955
Age: 78 President since 1995. CEO since 1955. Formerly
Chairman of the Board of the Company from 1978 to 1995.
Director of Genesis Energy, L.L.C.
Richard K. Hebert.............. Chief Executive Officer of Voyager Energy Corp., a 1997
Age: 45 privately-held independent oil and gas company since
1993. Executive Vice President and Chief Operating
Officer of Meridian Oil, Inc., now Burlington Resources,
Inc. from 1992 to 1993.
Otis A. Singletary............. President Emeritus, University of Kentucky since 1987. 1971(1)
Age: 75
</TABLE>
- ------------------
(1) Dr. Singletary also served as a Director in 1969.
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<PAGE>
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, plus reimbursement of expenses.
ACTIVITIES OF THE BOARD
The Board of Directors held four meetings during 1996. Each Director,
except Mr. Jack T. Trotter, 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 and Robert M. Ayres,
Jr. The Audit Committee met once in 1996. 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. and Paul
W. Murrill. The Compensation Committee met once in 1996. 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. Ayres, Mischer, Murrill,
Singletary and Trotter. The Committee administers the 1988 Stock Option Plan and
met once during 1996.
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.
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<PAGE>
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
3.5% in base compensation for Mr. Paul N. Howell for 1996 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
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 1996 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
Robert M. Ayres, Jr.
Walter M. Mischer, Sr.
Paul W. Murrill
Otis A. Singletary
Jack T. Trotter
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<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
Messrs. Paul N. Howell and Robert T. Moffett constituted the executive
officers of the Company during the fiscal year 1996. Mr. Moffett became an
executive officer on October 30, 1995. Mr. J. Richard Lisenby became an
executive officer on December 2, 1996. The following table summarizes the
compensation paid by the Company, for the three fiscal years ended December 31,
1996, 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.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-term
Annual Compensation Compensation
---------------------------------------- ------------
Other Securities All
Annual Underlying Other
Name & Principal Position Year Salary Bonus Compensation(1) Options Compensation
- ------------------------- ---- ------- ------ -------------- ---------- ------------
($) ($) ($) (#) ($)
<S> <C> <C> <C> <C> <C> <C>
Paul N. Howell .......................... 1996 305,700 83,000 6,000 13,200 78,543(2)
President and Chief ................... 1995 295,350 58,000 6,000 17,400 67,390
Executive Officer ..................... 1994 284,000 34,241 6,000 16,100 66,878
Robert T. Moffett ....................... 1996 127,000 45,000 6,000 4,400 10,602(3)
Vice President, ....................... 1995 118,281 25,000 6,000 5,500 10,340
General Counsel and Secretary
J. Richard Lisenby ...................... 1996 11,333 1,000 -- 9,000 --
Vice President and
Chief Financial Officer
</TABLE>
- -----------
(1) Other annual compensation is a $6,000 auto allowance.
(2) Includes $6,000 of Company contributions to a defined contribution plan,
$6,114 to a thrift plan, $3,057 to a stock purchase plan, $515 for premiums
for term life insurance and $62,857, 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 1996 was $232,184.
(3) Represents Company contributions of $6,000 to a defined contribution plan,
$2,540 to a thrift plan, $1,270 to a stock purchase plan and $792 for
premiums for term life insurance.
COMPENSATION PURSUANT TO PLANS
The Company maintains a stock option plan for its executive officers,
directors and key employees, which is administered by the Stock Option
Committee. Under this plan, which expires in 1998, the Company may grant both
tax-qualified and nonqualified options to eligible employees and, subject to
certain limitations, members of the Board of Directors. An aggregate of 750,000
shares of Common Stock has been reserved for issuance under this plan. The
aggregate number of those 750,000 shares that may be granted to members of the
Board of Directors is 150,000. The following table sets forth the options
granted to the individuals named in the Summary Compensation Table during the
last fiscal year.
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<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants(1)
-------------------------------------------------------
Number Of
Securities % Of Total Potential Realizable
Underlying Options Granted Exercise Value At Assumed Annual
Options To Employees In Price Expiration Rates Of Stock Price
Name Granted Year Per Share Date Appreciation For Option Term
---- ---------- --------------- --------- ---------- ----------------------------
(#) ($/SH) 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Paul N. Howell 13,200 15 $14.500 01/29/06 $ 120,370 $ 305,042
Robert T. Moffett 4,400 5 $14.500 01/29/06 $ 40,123 $ 101,681
J. Richard Lisenby 9,000 10 $14.625 12/2/06 $ 82,778 $ 209,776
</TABLE>
- ----------
(1) Options become excercisable 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.
The table below shows the number of shares of Common Stock issued upon the
exercise of options by the executive officers in 1996, the value received upon
exercise of those options, the number of exercisable and unexercisable options
at December 31, 1996 and the value of exercisable and unexercisable options with
an option price of less than $14 7/8 per share, which was the market value of
the Company's common stock on December 31, 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF DOLLAR
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
YEAR END YEAR END
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- ----------------- ---------- ------------------- --------------------
(#) ($) (#) ($)
<S> <C> <C> <C> <C>
Paul N. Howell - - 77,976/38,050 389,974/104,263
Robert T. Moffett - - 10,375/12,225 36,744/32,944
J. Richard Lisenby - - 0/9,000 0/2,250
</TABLE>
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
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<PAGE>
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, 1991 and ended
December 31, 1996. 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
[LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
Howell Corporation 12/31/91 9.375 100
12/31/92 11.672 124.5
12/31/93 11.313 120.666667
12/30/94 12.375 132
12/29/95 15.172 161.833333
12/31/96 15.734 167.833333
Dow Jones 12/31/91 3696.47 100
12/31/92 3967.34 107.327802
12/31/93 4639.65 125.515695
12/30/94 4873.23 131.834696
12/29/95 6673.65 180.541165
12/31/96 8589.66 232.374671
Peer Group 12/31/91 219.42 100
12/31/92 220.88 100.665391
12/31/93 245.07 111.68991
12/30/94 237.33 108.162428
12/29/95 274.59 125.14356
12/31/96 338.37 154.211102
* Assumes that the value of the investment in Howell Corporation and each
indices was $100 on December 31, 1991 and that all dividends were reinvested.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of February 1, 1997, 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.
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<PAGE>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- --------------------- -------------- --------
Paul N. Howell ............................... 1,196,578(1) 23.6
Howell Corporation
1111 Fannin, Suite 1500
Houston, Texas 77002
Robert T. Moffett ............................ 18,261(2) *
Howell Corporation
1111 Fannin, Suite 1500
Houston, TX 77002
J. Richard Lisenby ........................... -- --
Howell Corporation
1111 Fannin, Suite 1500
Houston, TX 77002
Robert M. Ayres, Jr .......................... 174,116(3) 3.5
5705 Scout Island Cove
Austin, TX 78731
Ronald E. Hall ............................... 50,000(4) 1.0
Howell Corporation
1111 Fannin, Suite 1500
Houston, TX 77002
Richard K. Hebert ............................ -- --
Voyager Energy Corporation
20405 State Highway 249, Suite 140
Houston, TX 77070
Walter M. Mischer, Sr ........................ 20,000(5) *
Hallmark Residential Group
2727 North Loop West, Suite 200
Houston, TX 77008
Paul W. Murrill .............................. 6,000(6) *
206 Sunset Boulevard
Baton Rouge, LA 70808
Otis A. Singletary ........................... 15,600(7) *
780 Chinoe Rd
Lexington, KY 40502
Jack T. Trotter .............................. 13,000(8) *
1000 Louisiana, Suite 3600
Houston, TX 77002
All directors and executive officers
as a group (9 persons) ....................... 1,493,555(9) 28.8
Dimensional Fund Advisors Inc. ............... 361,100(10) 7.2
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
(TABLE CONTINUED ON FOLLOWING PAGE)
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<PAGE>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- --------------------- -------------- --------
The Guardian Life Insurance Company of America 475,500(11) 9.2
201 Park Avenue South
New York, NY 10003
Ingalls & Snyder ............................. 706,567(12) 13.6
61 Broadway
New York, NY 10006
FBL Investment Advisory Services, Inc......... 1,148,978(13) 20.0
5400 University Avenue
West Des Moines, IA 50266
Heartland Advisors, Inc. ..................... 506,800(14) 10.1
790 North Milwaukee Street
Milwaukee, WI 53202
Bradley N. Howell ............................ 307,696(15) 6.1
Howell Transportation Services, Inc.
1111 Fannin, Suite 1500
Houston, TX 77002
* Less than 1%.
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(1) Includes 85,705 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.
(2) Includes 15,275 shares which Mr. Moffett has the right to acquire within
60 days pursuant to certain options.
(3) 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.
(4) Includes 50,000 shares which Mr. Hall has the right to acquire within 60
days pursuant to certain options.
(5) Includes 10,000 shares which Mr. Mischer has the right to acquire within 60
days pursuant to certain options.
(6) Includes 5,000 shares which Dr. Murrill has the right to acquire within 60
days pursuant to certain options.
(7) 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.
(8) Includes 10,000 shares which Mr. Trotter has the right to acquire within 60
days pursuant to certain options.
(9) Includes 185,980 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.
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(10) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 361,100 shares of Howell
Corporation stock as of December 31, 1996, 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.
(11) 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 151,500 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.
(12) Includes 220,287 shares of Common Stock which Ingalls & Snyder has the
right to receive within 60 days should it elect to convert the 72,702
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. 4 to Schedule 13G filed with the Commission, Ingalls & Snyder
has sole voting power with respect to 129,940 of the shares of Common Stock
owned beneficially and sole dispositive power over all of the shares of
Common Stock owned beneficially.
(13) Includes 747,378 shares of Common Stock which FBL Investment Advisory
Services, Inc., has the right to receive within 60 days should it elect to
convert the 246,635 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.
(14) 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 445,000 of the shares of Common Stock
owned beneficially and sole dispositive power over all the shares of Common
Stock owned beneficially.
(15) Of these, 35,275 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 14,273 shares are held by
Bradley N. Howell's wife, as to which he disclaims both voting and
dispositive power. Also includes 16,344 shares which Bradley N. Howell has
the right to acquire within 60 days pursuant to certain options.
CERTAIN TRANSACTIONS
On December 31, 1996, the Company sold the stock of Howell Transportation
Services, Inc. (HTS) to its President, Bradley N. Howell, a 6.1% shareholder of
Howell Corporation and a son of Paul N. Howell, President and CEO of Howell
Corporation. The sale occurred after the crude oil trucking assets of HTS were
sold to Genesis Crude Oil, L.P. Prior to the sale, the Company obtained a
fairness opinion from the investment banking firm of GulfStar Group, Inc.
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
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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, 1996.
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, 1997. 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, 1996. 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,
1997, 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, 1997 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 1998 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 1998 Annual Meeting
of the Company must be received at the Company's principal executive offices no
later than November 28, 1997. Such proposals must be in conformity with all
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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,
RONALD E. HALL
CHAIRMAN OF THE BOARD
Houston, Texas
March 25, 1997
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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 on the reverse all shares of Common Stock of Howell
Corporation ("Company") held of record by the undersigned on February 28, 1997,
at the Annual Meeting of Shareholders to be held on April 28, 1997, or any
adjournments thereof:
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
A [X] Please mark your
votes as in this
example.
(1) ELECTION OF TWO CLASS III DIRECTORS:
WITHOLD
AUTHORITY to vote Nominees: Walter M. Mischler, Sr.
FOR all nominees for all nominees Paul W. Murrill
listed at right listed at right Jack T. Trotter
[ ] [ ]
(Instruction: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name at right.)
(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 MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
Signature _____________________________________________________
Signature _____________________________________________________
Signature, if held jointly
Dated _______________________, 1997
Note: 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 by a partnership, please sign in partnership name by
authorized person.
