<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
- - ------------------------------------------------------------------------------
(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)(1)
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):
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(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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
HOWELL CORPORATION
1111 Fannin, Suite 1500
Houston, Texas 77002
March 22, 2000
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to be
held on Wednesday, April 26, 2000, 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 1999 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/ DONALD W. CLAYTON
---------------------
DONALD W. CLAYTON
Chairman of the Board
<PAGE>
HOWELL CORPORATION
1111 Fannin, Suite 1500
Houston, Texas 77002
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, APRIL 26, 2000
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
Wednesday, April 26, 2000, 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, 2000;
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 29, 2000, 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/ ROBERT T. MOFFETT
---------------------
ROBERT T. MOFFETT
Vice President,
General Counsel
and Secretary
March 22, 2000
<PAGE>
HOWELL CORPORATION
1111 Fannin, Suite 1500
Houston, Texas 77002
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 26, 2000
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
Wednesday, April 26, 2000, 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 22, 2000.
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,
2000.
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. An Inspector of Election selected by the Company will
tabulate votes at the Annual Meeting.
The Board of Directors is not presently aware of other proposals that 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 proxy also confers on persons named therein,
discretionary authority to vote with respect to any matter presented at the
Annual Meeting for which advance notice was not received by the Company prior to
February 9, 2000.
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 29, 2000, as the record date ("Record Date") for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting
<PAGE>
and any adjournments thereof. Shares held by brokers and not voted by them
("broker non-votes") and abstentions will be counted as present at the Annual
Meeting for purposes of determining the presence of a quorum. An Inspector of
Election selected by the Company will tabulate votes at the Annual Meeting.
The issued and outstanding voting securities of the Company as of the Record
Date consist of 5,521,782 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, 2000. Abstentions will have the effect
of negative votes on these proposals.
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 ("Series
A Preferred Stock"). Holders of the Series A Preferred Stock are not entitled to
vote with respect to any matter referred to in this Proxy Statement.
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
three Class I Directors, three Class II Directors and three Class III Directors.
The three nominees for Class III Directors are Paul W. Murrill, Khoi V. Tran
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. Messrs. Murrill and Trotter are now
Directors of the Company and are 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. The Company does not consider
security holder nominations.
-2-
<PAGE>
Directors to be Elected at the Meeting
Set forth below is certain information regarding each of the three nominees
for election as a Director.
Occupation, Experience and Director
Name and Age Directorships Since
- ------------ ------------- -----
Paul W. Murrill....... Professional Engineer for more than 1994
Age: 65 five years. Chairman,
Piccadilly Cafeterias, Inc.
Chairman and Chief Executive
Officer of Gulf States Utilities
Company, a public utility, from
1982 to 1987. Director:
Entergy Corporation, Tidewater,
Inc., Chemfirst Corporation,
Piccadilly Cafeterias, Inc. and
Zygo, Inc.
Khoi V. Tran.......... Commercial Manager of the -
Age: 57 International Exploration and
Production Division of Pennzoil /
PennzEnergy from 1992 until 1999.
Jack T. Trotter....... Personal business investments for 1988
Age: 73 thirty years. Director:
Weingarten Realty, Inc.
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 terms expiring
in 2001 are Paul N. Howell, Donald W. Clayton, and Richard K. Hebert. The Class
II Directors with terms expiring in 2002 are Robert M. Ayres, Jr., Ronald E.
Hall and Otis A. Singletary.
Occupation, Experience and Director
Name and Age Directorships Since
- ------------ ------------- -----
Robert M. Ayres, Jr... Financial consultant for more than 1991
Age: 73 five years. Vice Chancellor and
President Emeritus, University
of the South. Director: Rail
Tex, Inc., and James Avery
Craftsman, Inc.
Donald W. Clayton..... Chairman and Chief Executive 1997
Age: 63 Officer of the Company since May
1997. From 1993 to 1997, was
co-owner and President of Voyager
Energy Corp., a privately held
oil and gas exploration company.
Served as President and Director
of Burlington Resources, Inc. and
President and Chief Executive
Officer of Meridian Oil, Inc..
Prior to that, he was a senior
executive with Superior Oil
Company.
-3-
<PAGE>
Ronald E. Hall........ Chairman of the Board of the 1995
Age: 67 Company from 1995 to May 1997.
Formerly President and Chief
Executive Officer of CITGO
Petroleum Corporation, a
refining, marketing and
distribution company, from 1985
to 1995. Director of CITGO from
1990 to 1995. Director of Getty
Marketing Company.
Richard K. Hebert..... President and Chief Operating 1997
Age: 48 Officer of the Company since May
1997. From 1993 to 1997, was
co-owner and Chief Executive
Officer of Voyager Energy Corp.,
a privately held oil and gas
exploration company. Served as
Executive Vice President and
Chief Operating Officer of
Meridian Oil, Inc., now
Burlington Resources, Inc.
Prior to that, served in
various engineering and
management positions with
Mobil Oil Corporation, Superior
Oil Company and Amoco Production
Company.
Paul N. Howell........ Chief Executive Officer of the 1955
Age: 81 Company from 1955 to May 1997.
Formerly Chairman of the Board
of the Company from 1978 to
1995. Director of Lodestar
Logistics Corporation.
Otis A. Singletary.... President Emeritus, University of 1977(1)
Age: 78 Kentucky since 1987.
- ----------
1 Dr. Singletary also served as a Director in 1969.
Compensation of Directors
Each member of the Board of Directors who is not an employee of the Company
receives a $5,000 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. The Company reimburses reasonable
out-of-pocket expenses incurred by a director in attending board and committee
meetings.
Activities of the Board
The Board of Directors held five meetings during 1999. 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 Nominating, and Stock Option.
Members of the Audit Committee are Jack T. Trotter and Robert M. Ayres, Jr.
The Audit Committee met once in 1999. 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.
-4-
<PAGE>
Members of the Compensation and Nominating Committee are Donald W. Clayton,
Walter M. Mischer, Sr., and Paul W. Murrill. The Compensation and Nominating
Committee met twice in 1999. Functions of the Compensation and Nominating
Committee include establishing compensation for the officers of the Company and
reviewing all employee benefit programs, including the recommendation of changes
in the benefits. Additionally, the Committee is responsible for making
nominations to the Board of Directors. The Committee does not consider security
holder nominations. Members of the Stock Option Committee are Messrs. Ayres,
Mischer, Murrill, Singletary and Trotter. The Committee administers the 1988,
1997 and 1999 Stock Option Plans and met twice in 1999. Compensation and
Nominating Committee Report on Executive Compensation
The following report by the Compensation and Nominating Committee to the
Board of Directors discusses the factors the Compensation and Nominating
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 and Nominating 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 and Nominating Committee by the Chief Executive Officer. Factors
considered by the Chief Executive Officer 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 Committee awarded bonuses to the executive officers 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 are reported in the Summary
Compensation Table and are provided primarily pursuant to existing employee
benefit programs.
Mr. Clayton is the only member of the Compensation and Nominating Committee
who is a current officer and employee of the Company. No other member of the
Compensation and Nominating Committee is a former or current officer, nor is an
employee of the Company or any of its subsidiaries.
Compensation and Nominating Committee
Walter M. Mischer, Sr.
Paul W. Murrill
Donald W. Clayton
-5-
<PAGE>
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 evaluating the
use of equity-based incentives in compensating the executive officers and key
employees of the Company.
To the Board of Directors:
As members of the Stock Option Committee, it is our duty to administer the
Company's stock option plans. The Committee believes that stock options are an
important component of executive compensation. Administering the Company's plans
includes awarding stock options to executive officers and key employees. The
Company currently has three stock option plans in effect: the Howell Corporation
Omnibus Stock Awards and Incentive Plan ("Omnibus Plan"); the Howell Corporation
Nonqualified Stock Option Plan for Non-Employee Directors ("Director Plan"); and
the Howell Corporation 1997 Nonqualified Stock Option Plan ("1997 Plan"). At
December 31, 1999, 166,000 options were outstanding with 436,250 options
available for grant under the Omnibus Plan. The 1997 Plan had 18,800 options
outstanding and no options were available for grant thereunder. Options to
purchase 343,026 shares were outstanding under the Company's 1988 Stock Option
Plan ("1988 Plan"). No further options may be granted under the 1988 Plan, which
continues to be administered by the Stock Option Committee.
The Committee believes that stock options are important in retaining
executives and motivating them to improve stock market performance. The number
of options granted to each executive officer was determined by considering
position, potential performance and functional responsibilities.
Stock Option Committee
Robert M. Ayres, Jr.
Walter M. Mischer, Sr.
Paul W. Murrill
Otis A. Singletary
Jack T. Trotter
-6-
<PAGE>
Compensation of Executive Officers
Messrs. Donald W. Clayton, Richard K. Hebert, Robert T. Moffett, Allyn R.
Skelton, II, and John E. Brewster, Jr. constituted the executive officers of the
Company at the end of 1999. Mr. Clayton, Mr. Hebert and Mr. Brewster became
executive officers on May 14, 1997. Mr. Moffett became an executive officer on
October 30, 1995. Mr. Skelton became an executive officer on May 18, 1999. The
following table summarizes the compensation paid by the Company, for the three
fiscal years ended December 31, 1999, to each of the named executive officers.
During the period covered by the table, the Company made no restricted stock
awards and had no long-term incentive plans or pension plans.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation
Long-term
Compensation
------------
Other Securities All
Annual Underlying Other
Name & Principal Position Year Salary Bonus Compensation(1) Options Compensation
- ------------------------- ---- ------ ----- ------------ ------------ ------------
($) ($) ($) (#) ($)
<S> <C> <C> <C> <C> <C> <C>
Donald W. Clayton 1999 200,000 60,000 6,000 - 9,600(2)
Chairman and 1998 200,000 - 6,000 - 4,667
Chief Executive Officer 1997 126,515 - 3,795 265,000(3) -
Richard K. Hebert 1999 200,000 60,000 6,000 - 10,248(4)
President and 1998 200,000 - 6,000 - 5,315
Chief Operating Officer 1997 126,515 - 3,795 265,000(5) 350
Robert T. Moffett 1999 150,000 70,000 6,000 15,000 9,648(6)
Vice President, 1998 150,000 - 6,000 4,000 10,257
General Counsel and 1997 140,000 40,000 6,000 9,680 11,200
Secretary
Allyn R. Skelton, II 1999 93,182 40,000 3,730 15,000 5,628(7)
Vice President and 1998 - - - - -
Chief Financial Officer 1997 - - - - -
John E. Brewster, Jr. 1999 130,000 65,000 - 15,000 8,448(8)
Vice President, Corporate 1998 130,000 - - 4,000 3,681
Development & Planning 1997 72,746 30,000 - 13,800 350
</TABLE>
- --------
1 Other annual compensation is auto allowance.
2 Represents Company contributions of $9,600 to a 401K plan.
3 These were canceled in 1999.
4 Represents Company contributions of $9,600 to a 401K plan and $648 for
premiums for term life insurance.
5 These were canceled in 1999.
6 Represents Company contributions of $9,000 to a 401K plan and $648 for
premiums for term life insurance.
7 Represents Company contributions of $5,250 to a 401K plan and $378 for
premiums for term life insurance.
8 Represents Company contributions of $7,800 to a 401K plan and $648 for
premiums for term life insurance.
-7-
<PAGE>
Compensation Pursuant to Plans
The Stock Option Committee continues to administer the 1988 Plan, a stock
option plan for its executive officers, directors and key employees under which
no further options may be granted. Under this plan the Stock Option Committee
could grant both incentive and nonqualified stock options to eligible employees
and, subject to certain limitations, members of the Board of Directors. An
aggregate of 750,000 shares of Common Stock had been reserved for issuance under
this plan, of which 150,000 could be optioned to Directors. As of December 31,
1999, options with respect to 343,026 shares of Common Stock remain outstanding
under the 1988 Plan.
The 1997 Plan, which expires in 2007, is administered by the Stock Option
Committee for the Company's executive officers, directors and key employees.
Under this plan the Company may grant nonqualified options to eligible employees
and members of the Board of Directors. An aggregate of 538,800 shares of Common
Stock had been reserved for issuance under this plan. Options outstanding as of
December 31, 1999 are 18,800. The remaining 520,000 options were canceled during
1999.
The Stock Option Committee also administers the Omnibus Plan, which expires
in 2009. The Omnibus Plan allows the Company to grant stock options and other
forms of equity-based incentives, including stock appreciation rights,
performance awards and restricted stock awards, to the Company's executives and
key employees. As of December 31, 1999, there were 166,000 options outstanding
and 436,250 additional options reserved for issuance under this plan.
The following table sets forth the options granted to the individuals named
in the Summary Compensation Table during the last fiscal year. No options were
granted to Messrs. Clayton and Hebert.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Individual Grants(1)
-----------------------------------------------------------
Number of % of Total
Securities Options Potential Realizable
Underlying Granted to Exercise MarketPrice(2) value at Assumed Annual
Options Employees Price On Date of Expiration Rates of Stock Price
Name Granted in Year Per Share Grant Date Appreciation for Option Term
- --------------------- ---------- ---------- --------- -------------- ---------- ----------------------------
(#) ($/Share) ($/Share) 0% 5% 10%
-- -- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert T. Moffett 15,000 9 $2.1250 $5.250 03/02/2009 $46,875 $96,400 $172,382
Allyn R. Skelton, II 15,000 9 $4.1250 $4.125 05/17/2009 - $38,913 $98,613
John E. Brewster, Jr. 15,000 9 $2.1250 $5.250 03/02/2009 $46,875 $96,400 $172,382
</TABLE>
- -------------
1 Options become exercisable in increments of 25% of the shares covered by the
grant after the lapse of successive one-year periods. Each option has a
ten-year term, but in case of termination of employment, otherwise
exercisable options expire after six months.
2 Options were granted to certain officers and key employees under the Omnibus
Plan at a time when the market price of the shares was $2.125. Since the
grants were revocable if the Plan was not approved by Shareholders, the
grants did not become effective until such approval was obtained at which
time the market price had risen to $5.25.
-8-
<PAGE>
The table below shows the number of shares of Common Stock issued upon the
exercise of options by the executive officers in 1999, the value received upon
exercise of those options, the number of exercisable and unexercisable options
at December 31, 1999 and the value of exercisable and unexercisable options with
an option price of less than $5.75 per share, which was the market value of the
Company's common stock on December 31, 1999.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-end Option Values
Number of Dollar
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Fiscal Options at Fiscal
Year End Year End
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
---- ----------- -------- ------------- -------------
(#) ($) (#) ($)
<S> <C> <C> <C> <C>
Donald W. Clayton - - 0/0 0/0
Richard K. Hebert - - 0/0 0/0
Robert T. Moffett - - 27,340/23,940 0/54,375
Allyn R. Skelton, II - - 0/15,000 0/24,375
John E. Brewster, Jr. - - 7,900/24,900 0/54,375
</TABLE>
Compensation and Nominating Committee Interlocks and Insider Participation
The Compensation and Nominating 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; and Donald W. Clayton
who is the Chairman and Chief Executive Officer of the Company.
-9-
<PAGE>
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, 1994 and ended
December 31, 1999. 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
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Howell Corporation 100.00% 122.61% 128.88% 150.90% 18.34% 53.09%
Peer Group 100.00% 115.70% 142.57% 151.84% 110.88% 125.34%
Dow Jones Industrial Average 100.00% 136.95% 176.26% 220.11% 260.01% 330.75%
</TABLE>
* Assumes that the value of the investment in Howell Corporation and each
indices was $100 on December 31, 1994 and that all dividends were reinvested.
Security Ownership of Management and Certain Beneficial Owners
The following table sets forth, as of February 1, 2000, 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.
-10-
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial Percent
of Beneficial Owner Ownership of Class
- ------------------- --------- --------
<S> <C> <C>
Paul N. Howell.............................. 1,244,505(1) 22.1
Howell Corporation
1111 Fannin, Suite 1500
Houston, Texas 77002
Donald W. Clayton........................... 280,040(2) 5.1
Howell Corporation
1111 Fannin, Suite 1500
Houston, TX 77002
Richard K. Hebert........................... 169,103(3) 3.0
Howell Corporation
1111 Fannin, Suite 1500
Houston, TX 77002
Robert T. Moffett........................... 38,155(4) *
Howell Corporation
1111 Fannin, Suite 1500
Houston, TX 77002
Allyn R. Skelton, II........................ 5,389 *
Howell Corporation
1111 Fannin, Suite 1500
Houston, TX 77002
John E. Brewster, Jr........................ 24,045(5) *
Howell Corporation
1111 Fannin, Suite 1500
Houston, TX 77002
Robert M. Ayres, Jr......................... 201,146(6) 3.6
5705 Scout Island Cove
Austin, TX 78731
Ronald E. Hall.............................. 70,400(7) 1.3
Howell Corporation
1111 Fannin, Suite 1500
Houston, TX 77002
Walter M. Mischer, Sr....................... 25,000 *
Hallmark Residential Group
2727 North Loop West, Suite 200
Houston, TX 77008
Paul W. Murrill............................. 11,000(8) *
206 Sunset Boulevard
Baton Rouge, LA 70808
Otis A. Singletary.......................... 20,900(9) *
780 Chinoe Rd.
Lexington, KY 40502
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Amount and Nature
Name and Address of Beneficial Percent
of Beneficial Owner Ownership of Class
- ------------------- --------- --------
Khoi V. Tran................................ 2,000 *
10718 Sagetrail
Houston, TX 77089
Jack T. Trotter............................. 100,000 1.8
1000 Louisiana, Suite 3600
Houston, TX 77002
All directors and executive officers as a
group (12 persons)........................ 2,191,683(10) 38.1
Dimensional Fund Advisors Inc............... 499,800(11) 9.1
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Ingalls & Snyder LLC........................ 893,438(12) 15.4
61 Broadway
New York, NY 10006
Robert L. Gipson............................ 724,415(13) 12.5
c/o Ingalls & Snyder LLC
61 Broadway
New York, NY 10006
AXA Financial, Inc.......................... 882,804(14) 13.8
1290 Avenue of the Americas
New York, NY 10104
Forest Investment Management LLC............ 304,242(15) 5.2
53 Forest Avenue
Old Greenwich, CT 06870
Bradley N. Howell........................... 281,988(16) 5.2
Lodestar Logistics Corporation
1111 Fannin, Suite 1500
Houston, TX 77002
</TABLE>
* Less than 1%.
- --------
1 Includes 103,726 shares which Mr. Paul N. Howell has the right to acquire
within 60 days pursuant to certain options and 44,500 shares which are owned
by the Howell Foundation, as to which Mr. Howell shares voting and
dispositive power.
2 Includes 25,000 restricted shares which Mr. Clayton has the right to vote. He
does not have dispositive power until the lapse of certain restrictions that
burden such shares.
3 Includes 25,000 restricted shares which Mr. Hebert has the right to vote. He
does not have dispositive power until the lapse of certain restrictions that
burden such shares.
4 Includes 34,360 shares which Mr. Moffett has the right to acquire within 60
days pursuant to certain options.
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5 Includes 400 shares held by Mr. Brewster as custodian for minor children, as
to which he exercises both voting and dispositive power and 12,650 shares
which he has the right to acquire within 60 days pursuant to certain options.
6 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.
Includes 3,030 shares of common stock which Mr. Ayres has the right to
receive within 60 days should he elect to convert the 500 shares of series A
Preferred Stock help by him. Also includes 10,000 shares which Mr. Ayres has
the right to acquire with 60 days pursuant to certain options.
7 Includes 50,000 shares which Mr. Hall has the right to acquire within 60
days pursuant to certain options.
8 Includes 10,000 shares which Dr. Murrill has the right to acquire within 60
days pursuant to certain options.
9 Includes 600 shares held by Dr. and Mrs. Singletary, as to which Dr.
Singletary shares voting and dispositive power, and 300 shares held by Dr.
Singletary as custodian for minor children, as to which he exercises both
voting and dispositive power.
10 Includes 223,766 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.
11 Dimensional Fund Advisors Inc. ("DFA"), a registered investment advisor,
furnishes investment advice to four investment companies and serves as
investment manager to certain other commingled group trusts and separate
accounts. In its role as investment adviser or manager, DFA possesses voting
and/or investment power over 499,800 shares of Common Stock that are owned by
the accounts it manages or advises. DFA disclaims beneficial ownership of all
such shares.
12 Includes 289,788 shares of Common Stock which Ingalls & Snyder LLC has the
right to receive within 60 days should it elect to convert the 81,850 shares
of Series A Preferred Stock held by it. Ingalls & Snyder LLC is registered as
a broker or dealer with the commission. Based on Amendment No. 14 to Schedule
13G filed with the Commission, Ingalls & Snyder LLC has sole voting and
dispositive power with respect to 288,600 of the shares of Common Stock owned
beneficially.
13 Includes 220,000 shares of Common Stock which Robert L. Gipson owns
individually. Also includes 252,900 shares of Common Stock and 9,091 shares
of Common Stock assuming conversion of 3,000 shares of Series A Preferred
Stock, held in brokerage accounts over which Mr. Gipson has discretionary
dispositive authority. Also includes 242,424 shares of Common Stock assuming
conversion of 80,000 shares of Series A Preferred Stock held by Ingalls &
Snyder Value Partners, L.P. of which Mr. Gipson is a General Partner where he
shares voting power with respect to such shares.
14 Includes 8,068 shares of Common Stock held by Donaldson Lufkin & Jenrette
Securities Corporation ("DLJ"). Also includes 874,736 shares of Common Stock
which DLJ has the right to receive within 60 days should it elect to convert
the 288,663 shares of Series A Preferred held by it. DLJ is a registered
broker-dealer and is a subsidiary of AXA Financial, Inc. DLJ holds the
securities for investment purposes and has sole voting and dispositive power
with respect to them.
15 Includes 304,242 shares of Common Stock which Forest Investment Management
LLC, ("Forest") has the right to receive within 60 days should it elect to
convert the 100,400 shares of Series A Preferred Stock held by it. According
to Schedule 13G filed by Forest with the Commission, Forest is a registered
investment advisor. Forest has sole voting and dispositive power over all the
shares of Common Stock owned beneficially.
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16 Of these, 35,705 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.
Certain Transactions
Mr. Paul N. Howell and Mr. Ronald E. Hall receive annual consulting fees of
$60,000 and $32,000, respectively. Mr. Hall also receives a yearly auto
allowance of $6,000. The Board of Directors reviews these arrangements on an
annual basis.
In 1990, the Company commenced paying the premiums for a period of ten years
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 Company's obligations have been fulfilled
and pursuant to the terms of the agreement, the cumulative premiums paid by the
Company over the life of the agreement were returned to the Company in February
2000.
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. As
Mr. Howell's employment with the Company continued through a portion of this
period of time, the Company was relieved of its obligation for each annual
payment set out above as that year expired. Since Mr. Howell retired on May 14,
1997, the Company made a final annual payment of $30,000 in 1999.
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, 1999.
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, 2000. This appointment is being presented to the
shareholders for ratification. Deloitte & Touche LLP served the Company as
independent auditors for the fiscal year ended December 31, 1999. 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,
2000, 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.
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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, 2000 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 2001 Annual Meeting
In order for proposals submitted by shareholders of the Company pursuant to
Rule 14a-8 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended, to be included in the Company's Proxy Statement and
form of proxy relating to the 2001 Annual Meeting of the Shareholders, such
proposals must be received at the Company's principal executive offices no later
than November 24, 2000. A Stockholder choosing not to use the procedures
established in Rule 14a-8 must deliver the proposal at the Company's principal
executive offices no later than February 24, 2001. All such proposals must be in
conformity with all applicable legal provisions.
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/ DONALD W. CLAYTON
---------------------
DONALD W. CLAYTON
Chairman of the Board
Houston, Texas
March 22, 2000
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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 29, 2000,
at the Annual Meeting of Shareholders to be held on April 26, 2000, or any
adjournments thereof.
(Continued and to be signed on other side)
<PAGE>
A [X] Please mark your
votes as in this
example.
(1) ELECTION OF THREE CLASS III DIRECTORS: WITHHOLD AUTHORITY to vote for all
FOR all nominees listed below |_| nominees listed below |_|
(INSTRUCTION: To withhold authority to vote for any individual nominee
strike through the nominee's name below.)
Paul W. Murrill Khoi V. Tran Jack T. Trotter
(2) PROPOSAL TO RATIFY THE APPOINTMENT of Deloitte & Touche LLP as independent
auditors for the Company:
FOR |_| AGAINST |_| ABSTAIN |_|
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
DATE: ____________________, 2000
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 a partnership, please sign in partnership name by
authorized person.
