PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.1a-11(c) or ss.240.1a-12
LANDMARK GRAPHICS CORPORATION
(Name of Registrant as Specified In Its Charter)
LANDMARK GRAPHICS CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
Title of each class of securities to which transaction applies: Not
applicable.
Aggregate number of securities to which transaction applies: Not
applicable.
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:* Not applicable.
Proposed maximum aggregate value of transaction: Not applicable.
* Set forth amount on which the filing is calculated and state how it was
determined.
[X] 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.
Amount previously paid: $125.
Form, Schedule or Registration Statement No.: Preliminary Proxy
Statement.
Filing Party: Landmark Graphics Corporation.
Date Filed: September 8, 1995.
<PAGE>
September 28, 1995
Dear Fellow Stockholder:
This year's Annual Meeting of Stockholders (the "Meeting") will be held
on Thursday, November 16, 1995, at the offices of the Company at 15150 Memorial
Drive, Houston, Texas, commencing at 10:00 a.m. local time. You are cordially
invited to attend. The matters you will be asked to consider are described in
the attached Proxy Statement and Notice of Annual Meeting. The Company's Board
of Directors recommends election of management's seven nominees for the Board of
Directors and approval of the amendment of the Company's Restated Certificate of
Incorporation to increase the amount of Common Stock which the Company is
authorized to issue.
To be certain that your shares are voted at the Meeting, whether or not
you plan to attend in person, please sign, date and return the enclosed proxy
card as soon as possible. Your vote is important.
At the Meeting, I will review the Company's activities during the past
year and its plans and prospects for the future. An opportunity will be provided
for questions by stockholders. I hope you will be able to join us.
Sincerely,
LANDMARK GRAPHICS CORPORATION
/s/ ROBERT P. PEEBLER
Robert P. Peebler
President, Chief Executive Officer
and Director
<PAGE>
LANDMARK GRAPHICS CORPORATION
15150 MEMORIAL DRIVE
HOUSTON, TEXAS 77079
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 16, 1995
To the Stockholders of
LANDMARK GRAPHICS CORPORATION
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Landmark Graphics Corporation (the "Company") will be held on
Thursday, November 16, 1995, at the offices of the Company, 15150 Memorial
Drive, Houston, Texas, commencing at 10:00 a.m. local time, for the following
purposes:
(i) To elect seven directors to hold office until the next
annual meeting of stockholders and until their successors are
duly elected and qualify;
(ii) To consider and vote upon a proposal to amend the Company's
Restated Certificate of Incorporation to increase the number
of shares of Common Stock which the Company is authorized to
issue from 21,400,000 shares to 50,000,000 shares; and
(iii) To transact such other business as may properly come before
the Meeting or any adjournment thereof.
A copy of the Proxy Statement relating to the Meeting, in which the
foregoing matters are described in more detail, and the Annual Report of
Stockholders outlining the Company's operations for the fiscal year ended June
30, 1995, accompany this Notice of Annual Meeting of Stockholders.
Only stockholders of record at the close of business on September 18,
1995 are entitled to notice of and to vote at the Meeting and any adjournment
thereof. A list of such stockholders, arranged in alphabetical order and showing
the address of and the number of shares registered in the name of each such
stockholder, will be available for examination by any stockholder for any
purpose germane to the Meeting during ordinary business hours for a period of at
least ten days prior to the Meeting at the offices of the Company at 15150
Memorial Drive, Houston, Texas.
Your vote is important. Whether or not you expect to be personally
present at the Meeting, please complete, sign, date and return promptly the
enclosed proxy in the enclosed pre-addressed, postage-paid return envelope.
By Order of the Board of Directors
/s/ PATTI L. MASSARO
Patti L. Massaro
Secretary
September 28, 1995
<PAGE>
LANDMARK GRAPHICS CORPORATION
15150 MEMORIAL DRIVE
HOUSTON, TEXAS 77079
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 16, 1995
This Proxy Statement and the accompanying form of proxy, Notice of
Annual Meeting of Stockholders and letter to stockholders are first being mailed
to stockholders of Landmark Graphics Corporation (the "Company") on or about
September 28, 1995, in connection with the solicitation of proxies by the Board
of Directors of the Company for use at the Annual Meeting of Stockholders (the
"Meeting") to be held at the Company's offices at 15150 Memorial Drive, Houston,
Texas on Thursday, November 16, 1995, at 10:00 a.m.
SOLICITATION OF PROXIES
The expense of the solicitation of proxies pursuant to this Proxy
Statement will be borne by the Company. In addition to the solicitation of
proxies by mail, solicitation may be made by the directors, officers and
employees of the Company by other means, including telephone, telegraph or in
person. No special compensation will be paid to directors, officers or employees
for the solicitation of proxies. To solicit proxies, the Company also will
request the assistance of banks, brokerage houses and other custodians, nominees
or fiduciaries, and, upon request, will reimburse such organizations or
individuals for their reasonable expenses in forwarding soliciting materials to
their principals and in obtaining authorization for the execution of proxies.
The Company will also use the services of Corporate Investor Communications,
Inc., a proxy solicitation firm, to assist in the solicitation of proxies. For
such services the Company will pay a fee that is not expected to exceed $5,000,
plus out-of-pocket expenses.
PURPOSE OF MEETING
At the Meeting, action will be taken (i) to elect seven directors to
hold office until the next annual meeting of stockholders and until their
successors shall have been elected and qualify and (ii) to consider and vote
upon a proposal to amend the Company's Restated Certificate of Incorporation, as
amended (the "Restated Certificate"), to increase the number of shares of the
Company's common stock, par value $.05 per share (the "Common Stock"), which the
Company is authorized to issue from 21,400,000 shares to 50,000,000 shares. The
Board of Directors does not know of any other matter that is to come before the
Meeting. If any other matters are properly presented for consideration, however,
the persons authorized by the enclosed proxy will have discretion to vote on
such matters in accordance with their best judgment.
Stockholders are urged to sign the accompanying form of proxy,
solicited on behalf of the Board of Directors of the Company, and return it in
the envelope provided for that purpose. Valid proxies will be voted at the
Meeting and any adjournment or adjournments thereof in the manner specified
therein. If no directions are given but proxies are executed in the manner set
forth therein, such proxies will be voted FOR the election of the nominees for
director set forth in this Proxy Statement and FOR the amendment of the Restated
Certificate.
REVOCATION OF PROXY
Any stockholder returning the accompanying proxy may revoke such proxy
at any time prior to its exercise by giving written notice to the Secretary of
the Company of such revocation, voting in person at the Meeting or executing and
delivering to the Secretary of the Company a later-dated proxy.
<PAGE>
QUORUM AND VOTING REQUIREMENTS
Only stockholders of record as of the close of business on September
18, 1995 (the "Record Date"), are entitled to notice of and to vote at the
Meeting or any adjournments thereof. As of the close of business on the Record
Date, there were 17,298,159 shares of the Company's Common Stock issued and
outstanding and entitled to vote. The Common Stock constitutes the only class of
capital stock of the Company issued and outstanding. Each stockholder of record
on the Record Date is entitled to one vote for each share of Common Stock held.
A majority of the outstanding shares of Common Stock, represented in person or
by proxy, will constitute a quorum at the Meeting; however, if a quorum is not
present or represented at the Meeting, the stockholders entitled to vote
thereat, present in person or represented by proxy, have the power to adjourn
the Meeting from time to time, without notice, other than by announcement at the
Meeting, until a quorum is present or represented. At any such adjourned Meeting
at which a quorum is present or represented, any business may be transacted that
might have been transacted at the original Meeting.
Each share of Common Stock may be voted to elect up to seven
individuals (the number of directors to be elected) as directors of the Company.
To be elected, each nominee must receive a majority of all votes cast with
respect to such position as director. It is intended that, unless authorization
to vote for one or more nominees for director is withheld, proxies will be voted
FOR the election of all of the nominees named in this Proxy Statement.
Approval of a majority of the issued and outstanding shares of Common
Stock of the Company will be necessary for the amendment of the Restated
Certificate.
Votes cast by proxy or in person will be counted by two persons
appointed by the Company to act as inspectors for the Meeting. The election
inspectors will treat shares represented by proxies that reflect abstentions as
shares that are present and entitled to vote for the purpose of determining the
presence of a quorum and of determining the outcome of any matter submitted to
the stockholders for a vote. Insofar as the amendment of the Restated
Certificate requires the approval of a majority of the issued and outstanding
Common Stock of the Company, abstentions will have the same legal effect as a
vote AGAINST the matter.
Broker non-votes occur where a broker holding stock in street name
votes the shares on some matters but not others. Brokers are permitted to vote
on routine, non-controversial proposals in instances where they have not
received voting instructions from the beneficial owner of the stock but are not
permitted to vote on non-routine matters. The missing votes on non-routine
matters are deemed to be "broker non-votes." The election inspectors will treat
broker non-votes as shares that are present and entitled to vote for the purpose
of determining the presence of a quorum. However, for the purpose of determining
the outcome of any matter as to which the broker or nominee has indicated on the
proxy that it does not have discretionary authority to vote, those shares will
be treated as not present and not entitled to vote with respect to that matter
(even though those shares are considered entitled to vote for quorum purposes
and may be entitled to vote on other matters).
2
<PAGE>
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the Board of Directors shall
consist of not less than three nor more than seven members with the number of
directors to be determined by resolution of the Board of Directors. The current
Board of Directors consists of seven members. At the Meeting, seven directors,
to hold office until the next annual meeting of stockholders and until their
successors have been elected and qualify, are to be elected. Each of the
nominees has consented to serve as a director if elected. If any of the nominees
shall become unable or unwilling to stand for election as a director (an event
not now anticipated by the Board of Directors), proxies will be voted for such
substitute as may be designated by the Board of Directors. The following table
sets forth for each nominee for election as a director of the Company his age,
principal occupation, position with the Company, if any, and certain other
information.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
---- --- -------------------- --------------
<S> <C> <C> <C>
Charles L. Blackburn 67 Since May 1995, Mr. Blackburn has been an March 1993
independent consultant to energy companies.
From February 1987 to May 1995, Mr. Blackburn
was President and Chief Executive Officer
of Maxus Energy Corporation (formerly
Diamond Shamrock Corporation) and from April
1987 to May 1995 he was Chairman of the Board
of Directors of Maxus Energy Corporation. Mr.
Blackburn also serves as a director of Lone
Star Technologies, Inc.
S. Rutt Bridges 44 Mr. Bridges has served as Vice President of March 1994
the Company since March 1994 and as Chief
Technology Officer of the Company since
July 1995. From October 1980 to March 1994,
at which time Advance Geophysical Corporation
("Advance Geophysical") merged into a wholly
owned subsidiary of the Company, Mr. Bridges
was Chairman of the Board and Chief Executive
Officer of Advance Geophysical, a supplier of
seismic processing software.
James A. Downing II 55 Mr. Downing has served as Vice President of March 1993
the Company and President of the ZYCOR
Products Group since July 1994. From July
1992 to July 1994, Mr. Downing served as
Executive Vice President - CAEX Product
Development of the Company and from November
1990 to July 1992, he served as President of
Landmark/ZYCOR, Inc., a wholly owned
subsidiary of the Company. Mr. Downing
co-founded ZYCOR, Inc., a developer of
geologic products for the energy industry and
the predecessor of Landmark/ZYCOR, Inc., in
June 1979.
3
<PAGE>
NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
---- --- -------------------- --------------
Lucio L. Lanza 51 Since 1989, Mr. Lanza has been an independent January 1992
consultant working with chief executive
officers and top management of semi-
conductor, communications and computer-
aided design companies in strategic
planning. In 1991, he became a partner of
U.S. Venture Partners, a venture capital firm
managing investments in the high technology
and biotechnology fields. Mr. Lanza is also
a consultant to Cadence Design Systems in the
areas of strategy and business development.
Theodore Levitt 70 Mr. Levitt joined the faculty of the Harvard December 1993
University Graduate School of Business
Administration in 1959, where he is
the Edward W. Carter Professor of Business
Administration, Emeritus. From 1985 to 1989,
Mr. Levitt served as Editor of the Harvard
Business Review. Mr. Levitt serves as a
director of Cordiant PLC, The Stride Rite
Corporation and Sanford C. Bernstein Fund.
Robert P. Peebler 48 Mr. Peebler has served as Chief Executive August 1990
Officer of the Company since December
1992 and as President and Chief
Operating Officer of the Company since July
1992. From April 1989 to July 1992, Mr.
Peebler served as Vice President of the
Company.
Sam K. Smith 63 Mr. Smith has served as Chairman of the September 1989
Board since December 1992. Mr. Smith
is the Chairman of Merit Technology,
Inc., a military software company which he
co-founded in July 1984. On February 18,
1994, Merit Technology filed for protection
under Chapter 11 of the Bankruptcy Code
and on August 22, 1995, an order confirming
Merit Technology's Plan of Reorganization
was entered by the bankruptcy court.
Mr. Smith serves as a director of Convex
Computer Corporation, a supercomputer
manufacturing company.
</TABLE>
4
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended June 30, 1995, the Board of Directors held
twelve regular meetings, four of which were teleconference meetings, and four
special meetings, all of which were teleconference meetings. Each of the
directors attended at least 75% of all meetings held by the Board of Directors
and at least 75% of all meetings of each committee of the Board of Directors on
which such director served during the fiscal year ended June 30, 1995.
The Board of Directors has an Audit Committee and a Compensation
Committee. The Company does not have a Nominating Committee.
The Audit Committee currently consists of Messrs. Blackburn, Lanza,
Levitt (Chairman) and Smith. The Audit Committee did not meet during the fiscal
year ended June 30, 1995, but will meet prior to the Meeting. The function of
the Audit Committee is to review the financial affairs and controls of the
Company, to recommend to the Board of Directors independent accountants to audit
the annual financial statements of the Company and its consolidated
subsidiaries, to meet with the Company's independent accountants, to review the
scope of the audit plan, to discuss with the independent accountants the results
of the Company's annual audit and any related matters and to review transactions
posing a potential conflict of interest among the Company and its directors,
officers and affiliates.
The Compensation Committee currently consists of Messrs. Blackburn
(Chairman), Lanza, Levitt and Smith. The primary function of the Compensation
Committee is to review all compensation programs, salary structures and
matrices, and employee benefit packages, and, at least annually, the
compensation of each officer of the Company. The Compensation Committee also
administers the Company's various stock option and employee benefit plans.
Subject to the terms of such plans, the Compensation Committee has the power to
determine the individuals to whom options and other awards will be granted and
the term during which and the rate at which an option or other award may be
exercised. The Compensation Committee may modify, extend or renew outstanding
options and other awards under certain of the plans; provided, however, that no
modification may alter or impair any rights or obligations of any outstanding
option or other award without the holder's consent. The Compensation Committee
met four times during the fiscal year ended June 30, 1995.
COMPENSATION OF DIRECTORS
Directors who are not officers of the Company are paid a $9,000 annual
retainer and receive an additional fee of $1,000 for attending in person any
regular or special meeting of the Board of Directors. The Company reimburses all
directors for their expenses in attending meetings as well as other expenses
incurred in connection with their service as directors of the Company. Messrs.
Smith and Lanza also serve as consultants to the Company and received $33,000
and $24,000, respectively, during the fiscal year ended June 30, 1995 for their
consulting services. Pursuant to an arrangement between the Company and Mr.
Smith, effective January 1, 1995, Mr. Smith receives a total of $60,000 per year
for his services as both a director of and consultant to the Company.
Under the Company's Directors' Stock Option Plan (the "Directors'
Plan"), each director who is a disinterested person within the meaning of
Section 16(b)-3(c)(2)(i) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and who has served on the Board of Directors for one full year
is granted an option for 5,000 shares immediately following each annual meeting
of stockholders. New directors are granted an option to purchase 15,000 shares
immediately following the first annual meeting following election to the Board
of Directors. The per share exercise price of each option granted under the
Directors' Plan is equal to the closing price per share of Common Stock, as
reported by the National Association of Securities Dealers Automated Quotation
System (the "Nasdaq Stock Market"), for the business day immediately preceding
the date of grant of an option. Fifty percent of the shares subject to each
option vest on June 30 following the date of grant and 25% of the shares vest on
June 30 of each of the two succeeding years. An option may be exercised only
with respect to that portion of shares that has vested.
Directors who act as consultants to the Company may be eligible for the
grant of options under the Company's Consultants' Stock Option Plan. During the
last fiscal year, no options were granted to directors under such plan.
5
<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Company serve at the discretion of the
Board of Directors and are chosen annually by the Board at its first meeting
following the annual meeting of stockholders. The following table sets forth the
names and ages of the executive officers of the Company and all positions held
with the Company by each individual.
NAME AGE TITLE
---- --- -----
Robert P. Peebler.............. 48 Chief Executive Officer, President
and Chief Operating Officer
James A. Downing II............ 55 Vice President
S. Rutt Bridges................ 44 Vice President
Daniel L. Casaccia............. 46 Vice President - Human Resources
Henry P. Holland............... 46 Vice President
Patti L. Massaro............... 46 General Counsel and Corporate Secretary
Frank D. McMordie.............. 53 Vice President
William H. Seippel............. 38 Vice President - Finance
and Chief Financial Officer
William Trebinski.............. 38 Vice President
Denese D. Van Dyne............. 40 Vice President - Corporate
Communications
For a description of the business experience of Messrs. Peebler,
Downing and Bridges, see "Election of Directors."
Daniel L. Casaccia has served as Vice President - Human Resources since
January 1991. From September 1988 to January 1991, he was Vice President, Human
Resources/Quality and Secretary of McDATA Corporation, an international computer
networking and data communication company.
Henry P. Holland has served as Vice President of the Company and
President of the Integrated Solutions Group since January 1995. Prior to joining
the Company, from 1990 to 1994, Mr. Holland held the positions of President and
Chief Executive Officer (1993 to 1994), Chief Operating Officer (1991 to 1993)
and Executive Vice President - Support and Development (1990 to 1991) with Dun &
Bradstreet Software, a supplier of business software, systems and services.
Patti L. Massaro has served as General Counsel and Corporate Secretary
since March 1993. Prior to joining the Company, from 1991 to 1992, she served as
legal consultant to corporate clients including Landmark and other software
companies and oil field equipment and service companies. From 1989 to 1991, Ms.
Massaro was General Counsel and Secretary for IMSL, Inc. (now known as Visual
Numerics, Inc.), a developer and marketer of scientific and mathematical
software.
Frank D. McMordie has served as Vice President of the Company since
September 1994 and as President of the Munro Garrett Products Group since July
1995. From July 1993 to September 1994, at which time Munro Garrett
International, Inc. ("Munro Garrett") became an indirect, wholly owned
subsidiary of the Company, Mr. McMordie was President and Chief Operating
Officer of Munro Garrett. From November 1986 to July 1993, at which time Munro
Engineering Inc. and Garrett Computing Systems, Inc. ("Garrett Computing")
merged to form Munro Garrett, Mr. McMordie was Chairman, President and Chief
Executive Officer of Garrett Computing.
William H. Seippel has served as Vice President - Finance and Chief
Financial Officer since July 1992. Prior to joining the Company, from August
1990 to July 1992, Mr. Seippel was Director of Finance for Covia, Inc., an
affiliate of United Airlines. From April 1984 to August 1990, Mr. Seippel held
the positions of Group Business Controller (1989 to 1990), Group Controller
Sales/Marketing (1986 to 1989), and Product Line Controller (1984 to 1986) with
Digital Equipment Corporation, a diversified computer manufacturer.
6
<PAGE>
William Trebinski has served as Vice President of the Company since
August 1994 and as President of the Advance Products Group since July 1995. From
December 1992 to August 1994, Mr. Trebinski served as Vice President and General
Manager - Europe, Africa and Middle East Operations. From April 1992 to December
1992, he served as Sales Manager of Landmark/EAME, Ltd. Prior to joining the
Company, from August 1990 to April 1992, Mr. Trebinski was Sales and Marketing
Director and site manager for the European operations of Active Memory
Technology, Ltd., a company engaged in the development and commercial
exploitation of computer systems.
Denese D. Van Dyne has served as Vice President - Corporate
Communications of the Company since March 1995. From December 1994 to January
1995, Ms. Van Dyne was Vice President - Industry Relations for the Applications
Management Group of Sterling Software, a Dallas-based software developer. From
September 1993 to December 1994, at which time KnowledgeWare, Inc.
("KnowledgeWare"), a developer of application development software, was acquired
by Sterling Software, Ms. Van Dyne was Director of Communications for
KnowledgeWare. From April 1992 to August 1993, Ms. Van Dyne was Vice President
of Crescent Communications, a high-technology marketing consulting firm in
Atlanta, Georgia, and from June 1987 to December 1991, she was Marketing
Communications Manager of the Electronic Design Division of Hewlett-Packard.
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to
annual and long-term compensation for services in all capacities for the years
ended June 30, 1995, 1994 and 1993 paid to Robert P. Peebler, the Company's
Chief Executive Officer, and the other four most highly compensated executive
officers of the Company who were serving as such at June 30, 1995 (hereinafter
collectively referred to as the "Named Officers"):
SUMMARY COMPENSATION TABLE (1)
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------- ------------
NUMBER OF
SECURITIES
NAME AND OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
------------------ ---- ------ ----- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert P. Peebler, 1995 $325,000 --- --- 130,000 $4,620(2)
Chief Executive Officer 1994 237,500 $3,500 --- 60,000 3,836(2)
and President 1993 187,500 --- --- 50,000 4,676(2)
S. Rutt Bridges, 1995 219,749 --- --- --- 406,620(3)
Vice President 1994 50,000 --- --- --- 101,501(3)
1993 --- --- --- --- ---
James A. Downing II, 1995 190,000 --- --- 10,000 4,620(2)
Vice President 1994 154,750 2,590 --- 10,000 4,559(2)
1993 143,333 --- --- --- 4,313(2)
William Trebinski, 1995 175,091 --- --- 40,000 4,620(4)
Vice President 1994 119,409 17,435 --- 20,000 5,970(4)
1993 91,333 45,545 --- 41,500 16,036(4)
William H. Seippel, 1995 175,000 --- --- 45,000 4,620(2)
Vice President - Finance 1994 142,750 2,380 --- 15,000 4,559(2)
and Chief Financial Officer 1993 128,583 --- --- 60,000 7,539(2)
- -------------------
</TABLE>
(1) No information is provided for the fiscal years ended June 30, 1994 and
June 30, 1993 for any Named Officer who was not an executive
officer of the Company during the applicable fiscal year.
(2) Consists of Company matching contributions to the Landmark Savings Plan.
(3) Includes $6,620 and $1,501 of matching contributions made by the Company
to the Landmark Savings Plan for the fiscal years ended June 30, 1995 and
June 30, 1994, respectively, and $400,000 and $100,000 of compensation
allocable to a non-competition agreement between the Company and Mr.
Bridges for the fiscal years ended June 30, 1995 and June 30, 1994,
respectively.
(4) Consists of Company matching contributions to a savings plan.
7
<PAGE>
OPTION GRANTS
The following table sets forth certain information regarding options
granted to the Named Officers during the fiscal year ended June 30, 1995:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE VALUE AT
NUMBER OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS EXERCISE MARKET STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO PRICE PRICE ON OPTION TERM (2)
OPTIONS EMPLOYEES IN PER DATE OF EXPIRATION --------------------------
NAME GRANTED FISCAL YEAR SHARE (1) GRANT DATE 5% 10%
---- --------- ------------ --------- ------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert P. Peebler... 50,000 5.2% $22.00 $22.00 08/18/04 $691,779 $1,753,100
80,000 8.3% 20.25 20.25 01/26/05 1,018,800 2,581,840
S. Rutt Bridges..... -- -- -- -- -- -- --
James A. Downing II. 10,000 1.0% 20.25 20.25 01/26/05 127,350 322,730
William Trebinski... 20,000 2.1% 22.00 22.00 08/18/04 276,700 701,240
20,000 2.1% 20.25 20.25 01/26/05 254,700 645,460
William H. Seippel.. 25,000 2.6% 22.00 22.00 08/18/04 345,875 876,550
20,000 2.1% 20.25 20.25 01/26/05 254,700 645,460
- ------------------
</TABLE>
(1) The exercise price for the above options is equal to the closing market
price on the business day immediately preceding the date of grant. The
options vest in four equal annual installments over a four-year term.
(2) "Potential Realizable Value" is disclosed in response to Securities and
Exchange Commission rules, which require such disclosure for illustrative
purposes only, and is based on the difference between the potential market
value of shares issuable (based upon assumed appreciation rates) upon
exercise of such options and the exercise price of such options. The values
disclosed are not intended to be, and should not be interpreted by
stockholders as, representations or projections of future value of the
Company's stock or of the stock price.
OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table sets forth certain information with respect to
options exercised during the fiscal year ended June 30, 1995 by each of the
Named Officers and the value of unexercised options held by each of the Named
Officers at June 30, 1995:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
OPTIONS EXERCISED IN FISCAL 1995 NUMBER OF SECURITIES VALUE OF UNEXERCISED
-------------------------------- UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT JUNE 30, 1995 JUNE 30, 1995
ACQUIRED ON EXERCISABLE (E) EXERCISABLE (E)
NAME EXERCISE VALUE REALIZED UNEXERCISABLE (U) UNEXERCISABLE(U)(1)
- ---- -------- -------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Robert P. Peebler 0 0 162,500(E) $1,608,751(E)
217,500(U) 1,313,749(U)
S. Rutt Bridges --- --- --- ---
James A. Downing II 0 0 55,000(E) 642,500(E)
35,000(U) 305,000(U)
William Trebinski 16,625 $137,578 5,875(E) 40,015(E)
76,625(U) 520,265(U)
William H. Seippel 1,800 26,325 30,450(E) 413,949(E)
86,250(U) 700,312(U)
</TABLE>
- --------------------
(1) Based on the difference between the closing price of the Common Stock on
June 30, 1995 ($25.50 per share) and the exercise price of the
option.
8
<PAGE>
EMPLOYMENT AGREEMENTS
Mr. Bridges is party to an Employment Agreement with the Company dated
March 25, 1994 for a term expiring on March 31, 1999. The Employment Agreement
provides that during the employment period and for a period of three years
following the date of the Employment Agreement, Mr. Bridges will not engage in
certain activities that may be deemed to be competitive with the Company.
Pursuant to the Employment Agreement, Mr. Bridges receives consideration of
$50,000 per month plus incentive compensation and benefits as may be determined
by the Board of Directors of the Company. The Employment Agreement will
terminate in the event of Mr. Bridges' death and may be terminated by the
Company in the event of Mr. Bridges' disability or for Cause (as defined
therein). Mr. Bridges may terminate his employment for Good Reason, which
includes (i) certain changes in Mr. Bridges' duties and responsibilities and
(ii) the relocation of Mr. Bridges' principal place of employment. If Mr.
Bridges terminates his employment for Good Reason, he will be entitled to
receive his incentive bonuses which have accrued through the date of termination
and his base compensation and benefits through March 31, 1999. If the Company
terminates Mr. Bridges' employment in the event of his disability, he will be
entitled to receive his base compensation through March 31, 1999.
SEVERANCE AGREEMENTS
The Company has entered into Severance Agreements with each of the
Named Officers other than Mr. Bridges which provide for severance compensation
equal to one year's compensation to the officer in the event of a termination of
the officer's employment resulting from a change in control of the Company,
including voluntary termination resulting from a change in the officer's
responsibilities.
9
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND THE PERFORMANCE
GRAPH THAT APPEARS IMMEDIATELY AFTER SUCH REPORT SHALL NOT BE DEEMED TO BE
SOLICITING MATERIAL OR TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934 OR
INCORPORATED BY REFERENCE IN ANY DOCUMENT SO FILED.
COMPENSATION POLICIES ATTRIBUTABLE TO EXECUTIVE OFFICERS
The compensation of the executive officers of the Company is
administered under the supervision of the Compensation Committee which currently
consists of four independent directors. The responsibility of the Compensation
Committee, among others, is to review and approve the compensation arrangements
of all executive officers of the Company. Under the Compensation Committee's
direction, the Company has developed an executive compensation program that is
designed to attract, motivate and retain the qualified executive officers
necessary to achieve the Company's business objectives. The basic philosophy of
the executive compensation program is to compensate executive officers for
performance that maximizes the Company's return to stockholders. To meet this
overall objective, the Company's executive compensation program has been
structured and implemented by the Compensation Committee to provide competitive
compensation opportunities and various incentive award payments based on Company
and individual performance. The Company's executive compensation program is
composed of three major components: base salary, annual (short-term) incentive
awards and long-term incentive awards.
BASE SALARIES
The Compensation Committee reviews and approves the base salary of each
executive officer, other than Mr. Bridges, on an annual basis. Mr. Bridges' base
compensation is determined by the terms of his employment agreement with the
Company, which was negotiated in connection with the acquisition of Advance
Geophysical on March 25, 1994. In reviewing base salary levels of the executive
officers, the Compensation Committee considers a number of factors, including
competitive market norms, the level of responsibility of the individual and the
individual's performance. However, no specific weighting is applied to these
factors. To assess market compensation levels, the Compensation Committee
periodically consults with and reviews annual compensation surveys prepared by
independent compensation consultants with respect to companies of comparable
size in the Company's industry and publicly available compensation information
regarding peer companies. In general, the Compensation Committee believes that
in order to attract and retain qualified executives, it is necessary to provide
base salary compensation that is competitive with market compensation for
executives in comparable positions in peer companies. The Company does not
target the annual base salaries of the executive officers to a specified level
within a range of compensation paid by peer companies; however, the Compensation
Committee believes that the annual base salaries of the Named Officers range
from competitive to less than competitive in comparison to the base salaries
paid to executive officers of the peer companies.
ANNUAL INCENTIVES
The Company's annual incentive plan provides for the payment of cash
incentive awards based on the achievement of certain business unit and
individual performance goals. Each fiscal year the Compensation Committee
receives information from the Company's management regarding the Company's
projected performance in certain financial and strategic areas for such fiscal
year. The Compensation Committee reviews management's projections and approves
strategic and financial performance goals for various business units and
individuals within the Company for the fiscal year. The Compensation Committee
establishes threshold levels of performance with respect to the strategic and
financial goals which must be met in order for incentive awards to be paid and
sets target award levels to be paid upon the achievement of the threshold
performance levels. In circumstances it deems appropriate, the Compensation
Committee also has the ability to provide awards for accomplishments not
contemplated by the established threshold levels of performance. In fiscal year
1995, the payment of incentive awards was based upon the achievement of various
individual and business unit performance goals. The relative weights assigned to
these goals varied depending upon the individual's position and
responsibilities. In fiscal year 1995, only one business unit achieved its
performance goals. Accordingly, incentive compensation was awarded to one
executive officer of the Company responsible for such business unit.
LONG TERM INCENTIVES
The Company's current long-term incentive program, which is available
to all employees of the Company, provides for the awarding of stock options to
reinforce the importance of maximizing stockholder value and to align the
interests of the Company's executive officers and stockholders by providing
value to the executive when the stock price increases over its exercise price.
Under the program, the Company awards stock options pursuant to the
10
<PAGE>
Company's various stock option plans to each executive based on the individual's
performance in his or her area of responsibility, the development potential of
the individual and the compensation practices of the Company's peers. To focus
the long-term incentive program on increasing stockholder value, stock options
are generally granted at market price. Thus, for any compensation to be realized
pursuant to the stock options, the market price of Landmark Common Stock must
increase. In addition, to encourage executive retention and to assure that the
program provides a long-term incentive, stock options generally vest 25% per
year over the initial four years of their ten year terms and, in the case of
vested options, expire 30 days following the termination of the executive's
employment other than for death or disability.
CHIEF EXECUTIVE OFFICER COMPENSATION
The Company manages its compensation for all executives, including the
Chief Executive Officer, considering both market rates of compensation for the
position and performance. In determining the amount of Mr. Peebler's base salary
increase in fiscal 1995, the Compensation Committee considered a number of
factors, including, specifically, competitive pay levels. Based on this
consideration, the Company determined that such an increase in base salary was
appropriate. The Compensation Committee believes that Mr. Peebler's base salary
continues to be below the market norm for base salary compensation paid to Chief
Executive Officers in the Company's peer group and should be periodically
reviewed for further adjustment in light of marketplace pay levels and the
Company's performance. Mr. Peebler did not receive any short-term incentive
compensation in fiscal 1995.
For fiscal 1995, the Compensation Committee awarded Mr. Peebler options
to purchase 130,000 shares of the Company's Common Stock at 100% of the fair
market value of such shares on the dates of grant. The Compensation Committee
determined the number of options to award Mr. Peebler based on its assessment of
Mr. Peebler's potential contributions to the Company's achievement of its
business objectives and competitive compensation practices. By virtue of the
option grants, the Compensation Committee also intended to further align Mr.
Peebler's interests with the interests of the Company's stockholders. The
performance sensitivity of the grants is built into the options, and Mr. Peebler
will not receive any gain unless the Company's share price increases over the
grant prices.
PERIODIC EVALUATION OF COMPENSATION PROGRAM
The total compensation package is evaluated periodically relative to
peer companies and market norms. This evaluation includes not only an
assessment of compensation levels but also of program design and compensation
practices.
SUMMARY
The responsibility of the Compensation Committee is to insure that the
Company's compensation program promotes the best interests of the Company's
stockholders. The Company's compensation program reflects the Compensation
Committee's commitment to link executive compensation to stockholder value. In
fiscal 1995, the Company met but did not exceed the internal targets established
by the Compensation Committee for the payment of incentive compensation.
Accordingly, only limited incentive compensation was paid to the Company's
executive officers based on certain accomplishments not contemplated by the
established performance thresholds. This direct relationship between pay and
performance is an integral part of the Company's compensation strategy. The
balance and design of the Company's executive compensation program is intended
to insure the executive leadership necessary to increase stockholder value.
September 21, 1995
MEMBERS OF THE COMPENSATION COMMITTEE
Charles L. Blackburn (Chairman)
Lucio L. Lanza
Theodore Levitt
Sam K. Smith
11
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change
in the cumulative total stockholder return on the Company's Common Stock, with
the cumulative total return of the Nasdaq Stock Market - U.S. Index, the S&P
Smallcap 600 Index and the Landmark Peer Group for the five years ended June 30,
1995, assuming the investment of $100 on July 1, 1990 and the reinvestment of
dividends.
The peer group of companies was selected from technology firms with
similar lines of business. The companies in the peer group (the "Landmark Peer
Group"), in addition to the Company, are as follows: Zycad Corporation,
Viewlogic Systems, Inc., Intergraph Corporation, Structural Dynamics Research
Corporation, Synopsys, Inc., Input/Output, Inc., Oceaneering International Inc.,
Digicon, Inc., Intera Information Technologies and Litton Industries, Inc.
The stock price performance shown on the graph only reflects the change
in the Company's stock price relative to the noted indices at June 30 and not
for any interim period and is not necessarily indicative of future price
performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
LANDMARK COMMON STOCK, NASDAQ STOCK MARKET- U.S.,
S&P SMALLCAP 600 INDEX AND LANDMARK PEER GROUP
[LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
============================================================================
7/1/90 6/30/91 6/30/92 6/30/93 6/30/94 6/30/95
- ----------------------------------------------------------------------------
Landmark $100.00 136.00 71.00 131.00 203.00 169.00
- ----------------------------------------------------------------------------
Nasdaq - U.S. $100.00 106.00 127.00 160.00 162.00 215.00
- ----------------------------------------------------------------------------
Smallcap 600 $100.00 98.00 115.00 148.00 150.00 181.00
- ----------------------------------------------------------------------------
Peer Group $100.00 117.00 113.00 132.00 145.00 174.00
============================================================================
12
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table and the notes thereto set forth certain information
with respect to the beneficial ownership of shares of Common Stock, as of
September 15, 1995 (except as noted in the footnotes to such table), by each
person or group within the meaning of Section 13(d)(3) of the Exchange Act who
is known to the management of the Company to be the beneficial owner of more
than five percent of the outstanding Common Stock of the Company:
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP (1) OF CLASS
------------------- ------------- --------
S. Rutt Bridges ........................... 1,971,263 (2) 11.40%
7409 South Alton Court, Suite 100
Englewood, Colorado 80112
Merrill Lynch Growth Fund for
Investment and Retirement (3).............. 1,600,000 9.25%
P.O. Box 9011
Princeton, New Jersey 08543-9011
State of Wisconsin Investment Board (4).... 1,500,000 8.67%
P.O. Box 7842
Madison, Wisconsin 53707
----------------
(1) Except as otherwise indicated, (i) the persons named in this
table have sole voting and investment power with respect to all shares of
capital stock shown as beneficially owned by them, and (ii) none of the
shares shown in this table or referred to in the footnotes hereto are
shares of which the persons named in this table have the right to acquire
beneficial ownership as specified in Rule 13d-3(d)(1) promulgated under
the Exchange Act.
(2) Includes 217,634 shares held directly by Mr. Bridges' wife with respect
to which Mr. Bridges disclaims beneficial ownership.
(3) Merrill Lynch Growth Fund for Investment and Retirement ("MLGFIR") has
advised the Company that as of July 31, 1995, MLGFIR beneficially owned
1,600,000 shares of Common Stock over which it has shared voting and
dispositive power with Merrill Lynch & Co., Inc., Merrill Lynch Group,
Inc., Princeton Services, Inc. and Merrill Lynch Asset Management, L.P.
d/b/a Merrill Lynch Asset Management ("MLAM"). MLAM, a registered
investment adviser under the Investment Advisers Act of 1940, is the
investment adviser to MLGFIR, and, thus, may also be deemed to be a
beneficial owner of such shares.
(4) Based on information set forth in the Schedule 13G, dated February 13,
1995, filed by the State of Wisconsin Investment Board.
13
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table and the notes thereto set forth certain information
with respect to the beneficial ownership of shares of Common Stock of the
Company, as of September 15, 1995, by each nominee for director, each Named
Officer and by all executive officers and directors as a group:
<TABLE>
<CAPTION>
OPTIONS
EXERCISABLE ON
OR BEFORE
COMMON STOCK NOVEMBER 15, COMMON STOCK PERCENT OF COMMON
NAME OF INDIVIDUAL OWNED (1) 1995 BENEFICIALLY OWNED STOCK OWNED
------------------ ----- ---- ------------------ -----------
<S> <C> <C> <C> <C>
Charles L. Blackburn ........ 2,000 13,750 15,750 *
S. Rutt Bridges ............. 1,971,263 (2) 0 1,971,263 (2) 11.40%
James A. Downing II ......... 38,240 60,000 98,240 *
Lucio L. Lanza .............. 0 26,250 26,250 *
Theodore Levitt ............. 1,000 7,500 8,500 *
Robert P. Peebler ........... 7,000 183,750 190,750 *
William H. Seippel........... 1,484 (3) 49,200 50,684 *
Sam K. Smith ................ 4,400 36,250 40,650 *
William Trebinski............ 0 10,875 10,875 *
All executive officers and directors
as a group (14 persons) . . . . . 2,027,927 (2)(3) 464,075 2,492,002 (2)(3) 14.41%
</TABLE>
- ------------------
* Represents less than one percent of the Common Stock outstanding.
(1) Except as otherwise indicated, (i) the persons named in this table have
sole voting and investment power with respect to all shares of capital
stock shown as beneficially owned by them, and (ii) none of the shares
shown in this table or referred to in the footnotes hereto are shares of
which the persons named in this table have the right to acquire beneficial
ownership as specified in Rule 13d-3(d)(1) promulgated under the Exchange
Act.
(2) Includes 217,634 shares held directly by Mr. Bridges' wife with respect to
which Mr. Bridges disclaims dispositive or voting power.
(3) Includes 100 shares indirectly and beneficially owned by Mr. Seippel
through his son as to which Mr. Seippel disclaims beneficial ownership.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires that Company directors,
executive officers and persons who own more than 10% of the Common Stock file
initial reports of ownership and reports of changes in ownership of Common Stock
with the SEC. Officers, directors and stockholders who own more than 10% of the
Common Stock are required by the SEC to furnish the Company with copies of all
Section 16(a) reports they file.
To the Company's knowledge, based solely on the review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended June 30, 1995, all Section
16(a) filing requirements applicable to its officers, directors and 10%
stockholders were complied with.
INDEPENDENT ACCOUNTANTS
The Board of Directors, upon recommendation of its Audit Committee, has
appointed Price Waterhouse LLP as the Company's independent accountants for the
fiscal year ending June 30, 1996. Such appointment does not require the consent
or approval of stockholders. A representative of Price Waterhouse LLP is
expected to be present at the Meeting to answer any appropriate questions and to
make a statement if he desires to do so.
14
<PAGE>
PROPOSALS FOR STOCKHOLDER ACTION
I. ELECTION OF DIRECTORS
The nominees for election as directors are Charles L. Blackburn,
S. Rutt Bridges, James A. Downing II, Lucio L. Lanza, Theodore Levitt,
Robert P. Peebler and Sam K. Smith. Information concerning the nominees is set
forth in the section captioned "Election of Directors."
THE BOARD RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.
II. PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors has approved, and recommends to the stockholders
for their approval and adoption, a proposal to amend the Company's Restated
Certificate of Incorporation to increase the number of shares of Common Stock
which the Company is authorized to issue from 21,400,000 shares to 50,000,000
shares. As of September 15, 1995, there were 17,297,544 shares of Common Stock
outstanding and outstanding options to acquire 2,608,092 additional shares of
Common Stock. In addition, another 1,467,296 shares of Common Stock have been
reserved for issuance pursuant to the Company's stock option plans. The Board of
Directors and management of the Company believe that additional shares of Common
Stock should be authorized in order to provide flexibility by having authorized,
unissued and unreserved shares of Common Stock available for proper corporate
purposes. The proposed amendment would ensure that the Company will continue to
have additional shares available for future issuance from time to time for
proper corporate purposes, including to fund working capital and capital
expenditures, possible future business acquisitions, stock options and other
employee incentive plans, and for future stock splits effected as dividends.
Historically, the Company has issued shares of Common Stock as consideration in
or to finance business acquisitions. The Company expects to issue shares of
Common Stock in the future as consideration in or to finance business
acquisitions where the issuance of such Common Stock is appropriate, including
in connection with transactions in which pooling of interests accounting
treatment may be sought and transactions to raise cash to repay indebtedness
incurred in connection with a business acquisition. Although the flexibility of
the Board of Directors to issue additional shares of Common Stock could enhance
the Board's ability to negotiate on behalf of the stockholders in a takeover
situation and could be used by the Board of Directors to make a change of
control more difficult, the Board does not intend the proposed increase in the
authorized number of shares of Common Stock to function as an anti-takeover
provision and has no present intention of issuing any shares of Common Stock for
any such anti-takeover purpose. Moreover, although the additional shares could
potentially be issued at times and under circumstances that could have a
dilutive effect on earnings per share and on the equity ownership and voting
power of the present holders of Common Stock, the Board has no present intention
of issuing shares of Common Stock for any purpose other than as described above.
THE BOARD RECOMMENDS A VOTE FOR THE AMENDMENT OF THE RESTATED
CERTIFICATE OF INCORPORATION.
OTHER MATTERS
The management of the Company is not aware of any other matters to be
presented for action at the Meeting; however, if any such matters are properly
presented for action, it is the intention of the persons named in the enclosed
form of proxy to vote in accordance with their best judgment on such matters.
15
<PAGE>
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1996 annual
meeting of stockholders of the Company must be received, in order to be included
in the proxy statement and form of proxy for such meeting, by the Secretary of
the Company at the Company's principal executive office no later than June 1,
1996 to comply with the proxy rules of the Securities and Exchange Commission
and no earlier than July 16, 1996 and no later than August 16, 1996 to comply
with the Company's Bylaws.
By Order of the Board of Directors
/s/ PATTI L. MASSARO
Patti L. Massaro
Secretary
September 28, 1995
Houston, Texas
STOCKHOLDERS ARE URGED, REGARDLESS OF THE NUMBER OF SHARES OF COMMON
STOCK OWNED, TO PROMPTLY DATE, SIGN AND RETURN THE ENCLOSED PROXY. YOUR
COOPERATION IN GIVING THESE MATTERS YOUR IMMEDIATE ATTENTION AND IN RETURNING
YOUR PROXY PROMPTLY IS APPRECIATED.
16
<PAGE>
(THIS PAGE INTENTIONALLY LEFT BLANK.)
<PAGE>
LANDMARK GRAPHICS CORPORATION
P PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 16, 1995
R
The undersigned hereby appoints Robert P. Peebler and Patti L. Massaro, or
O either of them, his true and lawful agents and proxies with full power of
substitution in each, to represent the undersigned at the annual meeting of
X stockholders of Landmark Graphics Corporation, to be held at the Company's
offices at 15150 Memorial Drive, Houston, Texas, on Thursday, November 16,
Y 1995, and at any adjournments thereof, on all matters coming before said
meeting.
Election of Directors, Nominees:
Charles L. Blackburn, S. Rutt Bridges, James A. Downing II,
Lucio L. Lanza, Theodore Levitt, Robert P. Peebler and Sam K. Smith
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. PROXIES CANNOT VOTE YOUR SHARES
UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
Please mark your
[X] votes as in
this example.
FOR WITHHELD
all from all
Nominees Nominees
(except as
noted below) FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Proposal to [ ] [ ] [ ]
Directors amend the
(See Reverse). Restated
Certificate of
Incorporation
3. In their discretion,
the Proxies are
authorized to
vote upon such other
business as may
properly come
before the meeting.
For all nominees, except vote withheld from
the following nominee(s):
- -------------------------------------------
SIGNATURE(S) DATE
------------------------------- --------------------
SIGNATURE(S) DATE
------------------------------- --------------------
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such.
<PAGE>
