<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
HONDO OIL & GAS COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $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.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
$125.00
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
HONDO OIL & GAS COMPANY
410 EAST COLLEGE BOULEVARD, ROSWELL, NM 88201
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 7, 1996
----------------
TO THE SHAREHOLDERS OF HONDO OIL & GAS COMPANY:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the shareholders of Hondo
Oil & Gas Company will be held in the Board of Governors' Room, American Stock
Exchange, 86 Trinity Place, New York, New York, on Thursday, March 7, 1996 at
10:00 o'clock A.M., for the following purposes:
(1) To elect a board of eight directors;
(2) To approve the appointment of Ernst & Young LLP as independent
auditors for fiscal year 1996; and
(3) To transact such other business as may properly come before the
meeting, or any adjournment thereof.
The Board of Directors has fixed January 8, 1996 as the record date for the
determination of shareholders entitled to notice of and to vote at the
meeting. Accordingly, only shareholders of record at the close of business on
that date are entitled to vote at the meeting, or any adjournment thereof. Any
shareholder who wishes to examine a list of the shareholders entitled to vote
at the meeting may do so at the offices of Parker Chapin Flattau & Klimpl,
LLP, 1211 Avenue of the Americas, 18th Floor, New York, New York, on and after
February 26, 1996.
Shareholders are cordially invited to attend the Annual Meeting. Regardless
of whether you expect to attend the meeting in person, we urge you to read the
attached Proxy Statement and sign, date and mail the accompanying proxy card
in the enclosed postage-prepaid envelope. It is important that your shares be
represented at the meeting, and your promptness will assist us in making
necessary preparations for the meeting. If you receive more than one proxy
card because your shares are registered in different names or addresses, each
card should be completed and returned to assure that all your shares are
voted.
A copy of the Company's 1995 Annual Report is enclosed herewith. Please take
time to read the report.
By Order of the Board of Directors,
C. B. McDaniel
Secretary
Roswell, New Mexico
January 29, 1996
<PAGE>
HONDO OIL & GAS COMPANY
410 EAST COLLEGE BOULEVARD
ROSWELL, NEW MEXICO 88201
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 7, 1996
This proxy statement is furnished to shareholders of Hondo Oil & Gas Company
(the "Company") in connection with the solicitation by the Board of Directors
of the Company of proxies to be voted at the 1996 Annual Meeting of
Shareholders (the "Annual Meeting") at the time and place set forth in the
attached Notice of Annual Meeting. This Proxy Statement was first mailed to
shareholders on or about January 29, 1996. All costs of soliciting proxies
will be borne by the Company.
At the Annual Meeting, the Company's shareholders will be asked to consider
and vote upon (1) the election of the eight nominees for directors named below
and (2) the approval of the appointment of Ernst & Young LLP as independent
auditors for fiscal year 1996.
Any shareholder present at the Annual Meeting may withdraw his or her proxy
and vote in person on each matter brought before the Annual Meeting. The
accompanying proxy is also subject to revocation at any time before it is
exercised by filing with the Secretary of the Company an instrument revoking
the proxy or a duly executed proxy bearing a later date. All shares
represented by each properly signed and returned proxy in the accompanying
form, unless revoked, will be voted at the Annual Meeting, or at any
adjournment thereof, in accordance with the instructions thereon. If no
instructions are specified, the shares will be voted in favor of the election
of the nominees for directors and approval of the appointment of Ernst & Young
LLP as independent auditors for fiscal year 1996. If any other matters are
properly presented at the Annual Meeting, or any adjournment thereof, the
persons voting the proxies will vote them in accordance with their best
judgment.
Votes cast by proxy or in person at the Annual Meeting will be counted by
the persons appointed by the Company to act as election 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
purposes of determining the presence of a quorum and for purposes of
determining the outcome of any matter submitted to the shareholders for a
vote. Abstentions, however, do not constitute a vote "for" or "against" any
matter and thus will be disregarded in the calculation of a plurality of
"votes cast."
The election inspectors will treat shares referred to as "broker non-votes"
(i.e., shares held by brokers or nominees as to which instructions have not
been received from the beneficial owners or persons entitled to vote that the
broker or nominee does not have discretionary power to vote on a particular
matter) as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. However, for purposes of determining the
outcome of any matter as to which the broker has physically 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).
<PAGE>
In the election of directors, shares present but not voting will be
disregarded (except for quorum purposes) and the candidates for election
receiving the highest number of affirmative votes of the shares entitled to be
voted for them, up to the number of directors to be elected by those shares,
will be elected and votes cast against a candidate or votes withheld will have
no legal effect.
Only holders of shares of the Company's common stock of record at the close
of business on January 8, 1996 are entitled to notice of and to vote at the
Annual Meeting and any adjournment thereof. On that date, there were
13,564,750 shares of common stock outstanding and entitled to one vote per
share.
ADDITIONAL MATERIALS
Enclosed with this Proxy Statement is a copy of the Company's 1995 Annual
Report which is not to be regarded as proxy soliciting material or as a
communication by means of which solicitation is made with respect to the
Annual Meeting. Financial statements for the fiscal year ended September 30,
1995 are not made part of this Proxy Statement.
AVAILABILITY OF FORM 10-K
SHAREHOLDERS MAY OBTAIN WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, BY WRITING TO THE SECRETARY, HONDO OIL &
GAS COMPANY, P.O. BOX 2208, ROSWELL, NEW MEXICO 88202, OR, AFTER MARCH 1,
1996, 10375 RICHMOND AVE., SUITE 900, HOUSTON, TEXAS 77042.
SHAREHOLDER PROPOSALS
To be considered for inclusion in the Proxy Statement and for consideration
at the Annual Meeting, shareholder proposals must be submitted on a timely
basis. Proposals for the 1997 Annual Meeting of Shareholders must be received
by the Company no later than September 30, 1996. Any such proposals, as well
as any questions related thereto, should be directed to the Secretary of the
Company.
ELECTION OF DIRECTORS
INFORMATION REGARDING THE NOMINEES
All of the members of the Board of Directors listed below were elected at
the 1995 Annual Meeting of Shareholders held on February 23, 1995. One current
director, R. W. Rowland, will not be standing for reelection.
At the Annual Meeting eight directors are to be elected, each director to
hold office until the next Annual Meeting. In the absence of contrary
instructions, it is the intention of the persons named in the accompanying
proxy to vote for the nominees listed below, all of whom are members of the
current Board of Directors. A majority of the votes cast at the Annual Meeting
shall be sufficient to elect a director. The Board of Directors recommends
that shareholders vote FOR each of the nominees. In the event that any of the
nominees should become unavailable for any reason, it is intended that proxies
will be voted for the election of those persons, if any, as shall be
designated by the Board of Directors.
Robert O. Anderson: Mr. Anderson, 78, has been a director and Chairman of
the Board of the Company since January 19, 1988. He was President and Chief
Executive Officer of the Company until December 1, 1993. He is also a director
of Hondo Magdalena Oil & Gas Limited. He served as Chief Executive Officer of
Atlantic
2
<PAGE>
Richfield Company from 1963 until 1982, as Chairman of the Board of Directors
from 1965 until January 1986, and as a director until September 1986. Lonrho
Plc has agreed to cause The Hondo Company, and The Hondo Company has agreed,
to support Mr. Anderson to be elected as a director of the Company for five
years from December 20, 1995 (see "Security Ownership of Management and
Certain Beneficial Owners of the Company").
Dieter Bock: Mr. Bock, 56, became a director of the Company on November 10,
1994. He joined Lonrho Plc in February 1993 as Joint Managing Director and
Chief Executive and in January 1995 became Managing Director and Chief
Executive. Mr. Bock is a director of The Hondo Company (see "Security
Ownership of Management and Certain Beneficial Owners of the Company") and is
also Chairman of the Supervisory Board of Advanta Management AG, a property
development company based in Germany. He qualified as a lawyer at Marberg
University and as an accountant at Munich University.
John J. Hoey: Mr. Hoey, 56, became a director on June 2, 1993 and became
President and Chief Executive Officer of the Company on December 1, 1993. He
is a director and President or Managing Director of each of the Company's
subsidiaries. He is also President and sole shareholder of Beneficial Capital
Corp. of New York, an investment company with ownership in a number of public
and private companies. From 1985 to 1992, he was associated with Atlantic
Petroleum Corp. of Pennsylvania, including serving as President of Atlantic
Refining and Marketing Corporation until its sale to Sun Co. in November 1988.
From 1972 to 1984, Mr. Hoey held various executive positions in international
banking and investment companies. From 1967 to 1971 he served in the U.S.
Department of State in Saigon, South Vietnam. He is a director of GVC Corp., a
publicly-held corporation, and a trustee of the Salk Institute.
C. B. McDaniel: Mr. McDaniel, 51, became a director of the Company on
November 15, 1993. He joined the Company as Counsel in June 1988 and became
Secretary of the Company on November 30, 1988. He is also Secretary or
Assistant Secretary and director (except Hondo Magdalena Oil & Gas Limited) of
each of the Company's subsidiaries. From 1980 to 1988, he was employed as an
attorney for Atlantic Richfield Company in Houston and Dallas, Texas, and from
1975 to 1980, he was in private practice of law in El Paso, Texas.
Douglas G. McNair: Mr. McNair, 67, has been a director of the Company since
February 25, 1993. He is an independent consultant for international
transactions, marketing and negotiations. From 1985 to 1986 he was Vice
President and Assistant to the Chairman and Chief Executive Officer of
Atlantic Richfield Company. From 1977 to 1985, he was Vice President of
Atlantic Richfield Company and worked with that company's subsidiary,
Anaconda, in connection with international operations. From 1972 to 1977, he
was Vice President of Atlantic Richfield Company in charge of international
marketing. From 1970 to 1972, he was President and Chief Executive Officer of
Atlantic Richfield Company's Brazilian marketing subsidiary.
John F. Price: Mr. Price, 54, became a director of the Company on November
16, 1992 and is a director of Hondo Magdalena Oil & Gas Limited. He is also
President and a director of The Hondo Company (see "Security Ownership of
Management and Certain Beneficial Owners of the Company"). He has been
President of Princess Hotels International, Inc. and Lonrho Inc. and Executive
Vice President of Princess Properties International Limited since March 1983.
He was appointed an Associate Director of Lonrho Plc in 1991. He is a
Chartered Accountant and joined the Lonrho group in 1969. He was appointed
Managing Director of Lonrho (Zambia) Ltd. in 1974 and was Managing Director of
Lonrho (Zimbabwe) Ltd. from 1979 to 1983.
Robert K. Steer: Mr. Steer, 65, became a director of the Company on
November 10, 1994. He has been an independent consulting geologist since 1987.
He retired from Exxon Corporation in 1986 where he served as Executive Vice
President of Esso Exploration, Inc. from 1982 to 1986. From 1978 to 1981, he
was Exploration Department Manager for Exxon Corporation, and from 1974 to
1978, he was President and Managing Director of Exxon Malaysia Inc.
3
<PAGE>
R. E. Whitten: Mr. Whitten, 55, has been a director of the Company since
January 19, 1988. He has been an Executive Director of Lonrho Plc since July
1981 and became Finance Director on January 1, 1995. He joined the Lonrho
group in 1978. He is also a director of some 50 other companies in the Lonrho
group, including Princess Hotels International, Inc. and The Hondo Company
(see "Security Ownership of Management and Certain Beneficial Owners of the
Company").
EXECUTIVE OFFICERS
The following is a list of the executive officers of the Company and their
positions:
<TABLE>
<CAPTION>
OFFICER POSITION
------- --------
<S> <C>
John J. Hoey President, Chief Executive Officer
S. J. Urquhart Vice President and Controller
C. B. McDaniel Secretary and Counsel
</TABLE>
S. J. Urquhart: Mr. Urquhart, 33, joined the Company on May 15, 1988 as a
Financial Analyst and became Controller of the Company on August 1, 1992. He
was appointed Vice President and Controller on May 3, 1994. He is also a
director and Vice President of each of the Company's subsidiaries except Hondo
Magdalena Oil & Gas Limited. Mr. Urquhart is a Certified Public Accountant and
was employed by Ernst & Whinney (now Ernst & Young LLP) from 1984 to 1988.
For descriptions of the other executive officers of the Company, see
"Information Regarding the Nominees."
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS OF THE COMPANY
The following table sets forth certain information concerning the beneficial
ownership of the Company's common stock as of January 8, 1996, by (i) each
person who is known by the Company to own beneficially more than five percent
of the Company's common stock, (ii) each nominee for director, (iii) each of
the Company's directors and executive officers and (iv) all directors and
executive officers of the Company as a group. Under Securities and Exchange
Commission rules, several persons may be deemed to be the beneficial owners of
the same shares. As a result, readers are urged to read the footnotes to the
following table.
<TABLE>
<CAPTION>
COMMON STOCK PERCENTAGE OF
BENEFICIALLY OWNED COMMON STOCK
------------------ -------------
<S> <C> <C>
The Hondo Company 10,460,652(1)(2) 77%
Lonrho Plc 10,460,652(1)(2) 77%
Lonrho, Inc. 10,460,652(1)(2) 77%
Scottsdale Princess, Inc. 10,460,652(1)(2) 77%
Thamesedge Ltd. 10,460,652(1)(2) 77%
Robert O. Anderson 0(2) --
Dieter Bock 0(3) --
John J. Hoey 75,000 *
C. B. McDaniel 30,000 *
Douglas G. McNair 15,000 *
John F. Price 0(3) --
Robert K. Steer 7,500 *
S. J. Urquhart 7,500 *
R. E. Whitten 0(3) --
All directors and executive officers as a
group 135,000 1%
</TABLE>
- --------
* less than 1%
4
<PAGE>
(1) These 10,460,652 shares are owned as follows: The Hondo Company, 410 East
College Blvd., Roswell, NM 88201, 10,150,200 shares; Lonrho Plc, Four
Grosvenor Place, London SW1X 7DL, England, 164,544 shares; and Thamesedge
Ltd., Four Grosvenor Place, London SW1X 7DL, England, 145,908 shares. The
Hondo Company is owned as follows: Lonrho, Inc., 805 Third Avenue, New
York, New York 10022, 50%, Scottsdale Princess, Inc. ("Scottsdale"), 7575
East Princess Drive, Scottsdale, Arizona 85255, 25%, and Robert O.
Anderson, W. Phelps Anderson and Robert B. Anderson (the "Anderson
Family"), 410 East College Boulevard, Roswell, New Mexico 88201, 25%.
Lonrho, Inc., Scottsdale and Thamesedge Ltd. are indirect, wholly-owned
subsidiaries of Lonrho Plc. Because they may be deemed a group, within the
meaning of Rule 13d-5 under the Securities and Exchange Act of 1934 (the
"Exchange Act"), each of The Hondo Company, Lonrho Plc., Lonrho, Inc.,
Scottsdale and Thamesedge Ltd. may be deemed to be the beneficial owner,
within the meaning of Rule 13d-3 under the Exchange Act, of 10,460,652
shares. Lonrho Plc has sole voting and dispositive power with respect to
the 164,544 shares owned directly by it and, by virtue of its ownership
interest in each of The Hondo Company, Lonrho, Inc., Scottsdale and
Thamesedge Ltd., may be deemed to share the right to direct the voting and
disposition of 10,296,108 shares which (a) as to 10,150,200 shares, by
virtue of their 50% and 25% respective ownership interests in The Hondo
Company, Lonrho, Inc. and Scottsdale may also be deemed to be beneficial
owners with shared voting and dispositive power (subject, as discussed in
Note (2) below to The Hondo Company's obligation to retain 1,200,000 shares
to satisfy the rights of the Anderson Family to require The Hondo Company
to redeem the Anderson Family's interests in The Hondo Company) and (b) as
to 145,908 shares owned by Thamesedge Ltd., Thamesedge Ltd. is also a
beneficial owner.
On October 3, 1994, Lonrho Plc purchased from Union Bank for $40,000,000,
and received an assignment of, all of Union Bank's rights and obligations
under a Revolving Credit Agreement between the bank and The Hondo Company
(the "Revolving Credit Agreement"), and the related Promissory Note (the
"Note") and a Pledge Agreement under which The Hondo Company's obligations
under the Revolving Credit Agreement, the Note and the Pledge Agreement are
secured by a pledge of all shares of common stock of the Company then or
thereafter owned by The Hondo Company (the "Pledge Agreement"). Lonrho Plc
may exercise its rights and remedies provided under the Pledge Agreement,
including selling the pledged shares from time to time and applying the
proceeds received therefrom to the payment of all obligations of The Hondo
Company under the Revolving Credit Agreement, Note and Pledge Agreement.
Under the Pledge Agreement, the Anderson Family has a first refusal right
with respect to any sale by Lonrho Plc of the pledged shares. The effect of
the Revolving Credit Agreement, Note and Pledge Agreement on the ownership
of the shares held by The Hondo Company has been diminished by the
transaction described in Note (2) below.
(2) As reported in an Amendment No. 2 to Schedule 13D filed on January 9,
1996, Lonhro Plc, together with Lonrho, Inc., and Scottsdale,
(collectively, the "Lonrho Entities") completed a transaction on January
5, 1996, through which the Lonrho Entities now control The Hondo Company.
Prior to the transaction, control of the Company was effectively shared by
Lonrho, Inc. and the Anderson Family.
The transaction was completed pursuant to a Revised Settlement Agreement
dated December 20, 1995, and amended January 6, 1996, among the Lonrho
Entities, The Hondo Company and the Anderson Family. The Revised Settlement
Agreement replaced a Settlement Agreement among the parties dated August
23, 1995. Under the Revised Settlement Agreement, among other things, (a)
Scottsdale exercised its right under the Option Agreement dated as of July
6, 1993 between Robert O. Anderson and Scottsdale to acquire 25% of the
issued and outstanding common stock of The Hondo Company from Mr. Anderson,
increasing the ownership of the Lonrho Entities in The Hondo Company to 75%
and decreasing the ownership interest of
5
<PAGE>
the Anderson Family in The Hondo Company to 25%; (b) as a result of the
exercise of the Option Agreement, Robert O. Anderson was released from all
his guaranties of indebtedness of The Hondo Company and the Company to
Lonrho Plc; (c) the Shareholders' Agreement dated October 17, 1986 among
Lonrho, Inc., the Anderson Family and The Hondo Company, which (while not
directly related to the Company's common stock held by The Hondo Company)
required Lonrho, Inc., on the one hand, and the Anderson Family, on the
other hand, to designate an equal number of directors of The Hondo Company,
became null and void, thus enabling Lonrho, Inc. and Scottsdale, as
majority shareholders of The Hondo Company, to elect all of The Hondo
Company's directors and control The Hondo Company's policies; (d) Lonrho
Plc loaned to The Hondo Company $9.5 million and The Hondo Company repaid
loans due to the Anderson Family in the same amount; (e) all litigation
between the parties to the Revised Settlement Agreement was discontinued
with prejudice; (f) the Anderson Family agreed that their 25% interest in
The Hondo Company is to be exchanged for 1,200,000 shares of common stock
of the Company which they, acting solely through Robert O. Anderson, would
have the right to call at the rate of 400,000 shares annually for three
consecutive years beginning January 5, 1997 in exchange for one-third
annually of their aggregate 25% interest in The Hondo Company, while The
Hondo Company has the right, beginning January 5, 1999, to put to the
Anderson Family so much of the 1,200,000 shares of common stock of the
Company which the members of the Anderson Family have not previously
required The Hondo Company to transfer in exchange for their remaining
interest in The Hondo Company; and (g) Lonrho Plc has agreed to cause The
Hondo Company, and The Hondo Company has agreed, to support Robert O.
Anderson to be elected as a director of the Company for five years from
December 20, 1995. The Hondo Company also agreed to cause the Company to
file a registration statement (or a post-effective amendment to an existing
registration statement) under the Securities Act by April 4, 1996 covering
the resale of the Company's shares of common stock deliverable to the
Anderson Family (or a pledgee of the Anderson Family), and use its best
efforts to cause such registration statement to be declared effective as
promptly as practicable thereafter but in no event later than January 5,
1997 and to maintain such registration statement until January 5, 2000.
(3) Dieter Bock is Managing Director and Chief Executive, and owns
approximately 18.5% of the outstanding shares, of Lonrho Plc and is
Managing Director of The Hondo Company. John F. Price is an Associate
Director of Lonrho Plc, President and a director of Lonrho, Inc.,
Scottsdale, and The Hondo Company. R. E. Whitten is Finance Director of
Lonrho Plc and a director of Lonrho, Inc., Scottsdale, Thamesedge Ltd. and
The Hondo Company. See Notes (1) and (2), above, "Information Regarding
the Nominees" and "Compensation Committee Interlocks and Insider
Participation in Compensation Decisions." None of these directors of the
Company hold shares of the Company's common stock individually.
COMMITTEES, ATTENDANCE AND COMPENSATION OF DIRECTORS
The Company's Board of Directors has created and delegated certain of its
authority to an Audit Committee and a Compensation and Benefits Committee. The
Company does not have a standing Nominating Committee. The Bylaws authorize
the establishment of an Executive Committee which possesses and may exercise
all of the powers of the Board of Directors. No Executive Committee was
appointed by the Board during the fiscal year.
The Audit Committee currently consists of Messrs. McNair, Price and Steer.
The Audit Committee performs numerous functions, including making a review of
management's selection of an independent accounting firm, meeting with the
independent accounting firm to review the scope and conduct of the annual
audit, reviewing the selection of acceptable accounting principles and making
inquiries about and reviewing the Company's policies and procedures with
respect to principles of business conduct, financial and accounting controls,
areas of special concern and other related matters. During fiscal year 1995,
the Audit Committee met on two occasions.
6
<PAGE>
The Compensation and Benefits Committee consists of Messrs. Steer, McNair,
Price, and Whitten. The primary functions of the Compensation and Benefits
Committee are to review and determine salaries of officers, to review and
approve officers' employment contracts, to review and establish Company policy
with respect to compensation of all employees, and to administer the Company's
1993 Stock Incentive Plan. During fiscal year 1995, the Compensation and
Benefits Committee met on two occasions.
During fiscal year 1995, there were five meetings of the Board of Directors.
Mr. Bock attended two of the four meetings (fewer than 75%) held after he was
elected a director of the Company. Outside directors and Robert O. Anderson,
Chairman of the Board of the Company, are paid $15,000 per year. Messrs.
McNair and Anderson were paid $15,000 for services during fiscal year 1995.
Mr. Steer was paid $13,750 for his services as an outside director and $1,450
for consulting services during the fiscal year. In September 1995, Messrs.
McNair and Steer were appointed by the Board of Directors to a Special
Committee to consider a proposed transaction with the Company's majority
shareholder, The Hondo Company. In the resolutions appointing the Special
Committee, the Board also approved compensation of $100 per hour for the two
directors for time required for the work of the Special Committee. No fees
were paid to Messrs. McNair and Steer for work in connection with the Special
Committee prior to the end of fiscal 1995. The Special Committee was
terminated prior to the date of this Proxy Statement.
EXECUTIVE COMPENSATION
The following tables set forth, for the fiscal year ended September 30,
1995, certain information concerning compensation paid to or accrued for the
Chief Executive Officer and all other executive officers who were serving as
executive officers on September 30, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------- ------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
SALARY BONUS COMPENSATION(1) OPTIONS/SARS COMPENSATION(2)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- --------------------------- ---- ------- ----- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
John J. Hoey............ 1995 170,833 -- -- 50,000 8,542
Chief Executive Officer 1994 150,000 -- -- 100,000 1,875
1993 24,663 -- -- -- --
S. J. Urquhart.......... 1995 73,333 -- -- 15,000 2,233
Vice President 1994 58,750 -- -- 15,000 588
1993 48,750 -- -- -- 131
Charles B. McDaniel..... 1995 142,583 -- -- 20,000 7,129
Secretary 1994 130,500 -- -- 20,000 6,525
1993 131,127 -- -- -- 6,359
</TABLE>
- --------
(1) Includes perquisites and other personal benefits, securities or property
only if the aggregate amount of such compensation is greater than the
lesser of either $50,000 or 10% of the total of annual salary and bonus
reported for the named executive officer.
(2) The amounts in this column are the matching contributions made by the
Company under its profit sharing plan described below.
7
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS(1) FOR OPTION TERM(2)
- ------------------------------------------------------------------------------- ---------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE
NAME GRANTED (#) FISCAL YEAR ($/SH) EXPIRATION DATE 5% ($) 10% ($)
---- ------------ ------------ ----------- ---------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
John J. Hoey............ 50,000 58.9 14.625 October 31, 1999 202,031 446,435
S. J. Urquhart.......... 15,000 17.6 14.625 October 31, 1999 60,609 133,931
C. B. McDaniel.......... 20,000 23.5 14.625 October 31, 1999 80,812 178,574
</TABLE>
- --------
(1) The options to Messrs. Hoey, Urquhart and McDaniel were granted on October
31, 1994 under the Company's 1993 Stock Incentive Plan (the "Plan"). Each
option became exercisable as to 50% of the total shares granted six months
after the date of grant; the remaining 50% will become exercisable 18
months after the date of grant. In each case, the options were granted at
an exercise price equal to the fair market value of the shares (as defined
in the Plan) on the date of grant. Upon a recipient's termination of
employment, options that are not yet exercisable will terminate; options
that are exercisable will terminate three months after the termination of
employment (one year in the case of death, retirement or total
disability). Each option will terminate in all events not later than the
expiration date of the option. The Compensation and Benefits Committee
administers the Plan and may modify and amend previous options granted,
subject to the terms of the Plan.
(2) These columns present hypothetical future values of the stock obtainable
upon exercise of the options net of the option's exercise price, assuming
that the market price of the Company's common stock appreciates at a five
and ten percent compound annual rate over the five year term of the
options. The five and ten percent rates of stock price appreciation are
presented as examples pursuant to the proxy rules and do not necessarily
reflect management's assessment of the Company's future stock price
performance.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR
VALUE
<TABLE>
<CAPTION>
LONRHO PLC(1) HONDO OIL & GAS
------------------ ------------------
VALUE OF
NUMBER OF NUMBER OF UNEXERCISED
UNEXERCISED UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT OPTIONS/SARS AT
SEPTEMBER 30, 1995 SEPTEMBER 30, 1995 SEPTEMBER 30, 1995(2)
(#) (#) ($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE UNEXERCISABLE
---- --------------- ------------ ------------------ ------------------ ---------------------
<S> <C> <C> <C> <C> <C>
John J. Hoey............ 65,384 1,037,972 0/100,000 44,232/25,000 352,659/143,241
S. J. Urquhart.......... 7,500 58,125 0/10,000 15,000/7,500 126,563/38,621
C. B. McDaniel.......... -- -- 19,832/10,000 30,000/10,000 288,750/52,826
</TABLE>
- --------
(1) The Board of Directors of Lonrho Plc grants options to employees of
companies in which Lonrho Plc owns an interest. See "Security Ownership of
Management and Certain Beneficial Owners of the Company." The options are
granted under plans adopted and administered by Lonrho Plc.
(2) The value of unexercised in-the-money options was determined by
multiplying the value of the underlying shares at September 30, 1995
($2.64 per share for Lonrho Plc and $19.50 per share for Hondo Oil & Gas
Company) less the amount per share payable by the option holder upon
exercise, times the number of shares subject to the option.
8
<PAGE>
There were no awards made to the named executive officers in the fiscal year
ended September 30, 1995, under any long-term incentive plan.
The Company's defined benefit retirement plan was terminated on December 31,
1989. No other defined benefit or actuarial plan exists with respect to the
named executive officers. The Company has made available to all full-time
administrative employees who have completed at least one year of service a
defined contribution profit sharing plan ("401(k) Plan"). Qualifying employees
may contribute up to 10% of their annual earnings, but not in excess of the
maximum allowed by Internal Revenue Service regulations, and the Company will
match employee contributions up to a maximum of 5% of an employee's annual
earnings. Matching contributions made by the Company under the 401(k) plan for
the benefit of the named executive officers are included in the "Summary
Compensation Table."
The Company has entered into Termination Benefits Agreements dated February
23, 1995 with Messrs. Urquhart and McDaniel. These agreements provide for an
extended severance benefit to the two executives in the event of a change of
control of the Company. Such benefit is payable if, within three years after
the change of control occurs (i) the Company terminates the employment of the
executive for any reason other than cause (as defined in the agreement),
death, the executive's attainment of age 65 or total and permanent disability
or (ii) the executive voluntarily terminates employment, in his discretion,
for any reason. As defined in the agreement, a "change of control" means after
February 23, 1995, (i) attaining ownership of 50% or more of the shares of
voting stock of the Company by any person or group (other than a person or
group including the executive or with whom or which the executive is
affiliated); (ii) the occurrence of a change of control required to be
described under the rules of the Securities and Exchange Commission; (iii) the
sale by the Company of 50% or more of the shares of the voting stock of its
wholly-owned subsidiary, Hondo Magdalena Oil & Gas Limited; or (iv) the sale
of all or substantially all of Hondo Magdalena Oil & Gas Limited's 30%
interest in the Opon Association Contract, Department of Santander, Colombia.
A "change of control" shall not include changes in ownership of the shares of
voting stock of the Company occurring among or between The Hondo Company,
Robert O. Anderson, Robert B. Anderson, Phelps Anderson, Lonrho, Inc.,
Scottsdale Princess, Inc., Lonrho Plc or the affiliates of any of them. The
amount of the extended severance benefit payable under the agreement is two
times the executive's average annual compensation for the last two calendar
years preceding the date upon which a change of control occurs, except that if
all or part of such benefit would be nondeductible by the Company for federal
income tax purposes because of limitations on "parachute payments," then the
benefit would be reduced to the amount so deductible. The agreements expire on
February 23, 2000, if no event constituting a change of control has occurred
prior to that date. If a change of control occurs prior to February 23, 2000,
then the agreements terminate on the date that is three years after the change
of control occurs.
During the fiscal year ended September 30, 1995, no adjustments or
amendments of the exercise price of stock options or SARs previously awarded
to the named executive officers were made.
9
<PAGE>
Compensation and Benefits Committee Report
To: The Board of Directors
As members of the Compensation and Benefits Committee, it is our duty to
review and approve officers' employment contracts, to review and establish
Company policy with respect to compensation of all employees, and to
administer the Company's stock option plan.
Since becoming CEO in December 1993, John Hoey has been charged with
managing the Company's Colombian venture and developing this asset. Also,
Mr. Hoey is to manage the Company's other assets and take whatever actions
are required to control expenses, keeping these to a minimum and
commensurate with the Company's available cash.
Fiscal 1995 was a year of progress for the Company. John Hoey has guided
the Company as a second successful well was completed in Colombia and a
Memorandum of Understanding for the transportation and the sale of natural
gas in Colombia was completed. Expenses have remained low.
For the majority of the past fiscal year, Mr. Hoey's compensation was
$175,000 annually. He was also granted options of 50,000 shares of the
Company's common stock during the fiscal year. This compensation was
considered by the Committee to be necessary to induce Mr. Hoey to remain as
CEO of the Company, given the financial condition of the Company and
alternative employment that may be available to him. Also, this
compensation was intended to compensate Mr. Hoey for frequent travel to
Colombia and to reward him for his achievements on behalf of the Company.
His compensation, particularly the stock option he has been granted, is
intended to provide incentive to Mr. Hoey to continue to improve the
Company's financial condition.
There continue to be only three executive officers of the Company:
Messrs. Hoey, McDaniel and Urquhart. This small group is charged with
managing the Company and continuing to develop value through the Company's
interest in the Opon Association Contract in Colombia. There are many
challenges, including managing the Company's scarce cash resources and
securing new sources of finance. The Committee believes that the executive
officers must be compensated for the extraordinary efforts required of such
a small group and for uncertainties associated with the future of the
Company. Also, the Committee believes that it is vital to retain the three
executive officers, because of their abilities and experience in the
Company's business affairs. Finally, during the past fiscal year the
officers accomplished much to improve the Company's position and prospects.
The Committee believes that the Company's current financial and business
situation is unique, and that there are no realistically comparable
companies with respect to executive compensation. Given this, the Committee
has based its decisions on cash compensation on the amounts deemed
necessary to retain the services of the officers, budget constraints and
cash flow of the Company, and historic levels of compensation for the
Company and the individuals. Executive compensation levels remain much
lower than those of three years ago.
During the past fiscal year, the Committee made grants of stock options
under the Company's 1993 Stock Incentive Plan to Mr. Hoey of 50,000 shares,
to Mr. McDaniel of 20,000 shares and to Mr. Urquhart of 15,000 shares. The
Committee and the Board feel there is a definite need for stock option
incentives given the present condition of the Company. Without such
incentives it might prove difficult to keep the three key executives. In
making awards of options, the Committee considered the amount and terms
deemed necessary to retain the executive officers, to reward them for their
efforts, and to provide a supplement to
10
<PAGE>
cash compensation. Also, as a further means of retaining key executives,
Termination Benefits Agreements have been put in place for Messrs. McDaniel
and Urquhart. These agreements provide for extended severance benefits to
the two officers in the event of a change of control of the Company.
An annual fee of $15,000 is paid to outside directors (Messrs. McNair and
Steer), and also to Robert O. Anderson, Chairman (who receives no other
compensation from the Company). In November 1994, Robert K. Steer joined
the Board of Directors as an outside director and became a member of this
Committee. Under the 1993 Stock Incentive Plan, Mr. Steer received an
automatic award of a stock option of 15,000 shares at that time. In
February 1995, Mr. Steer became Chairman of this Committee. Mr. Steer also
has acted as a consultant to the Company during the fiscal year and was
paid $1,450 for these services during the past fiscal year.
Compensation and Benefits Committee
Robert K. Steer, Chairman
Douglas G. McNair
John F. Price
R. E. Whitten
Date: January 26, 1996
The above report of the Compensation and Benefits Committee will not be
deemed to be incorporated by reference into any filing by the Company under
the Securities Act of 1933 or the Securities Exchange Act of 1934, except to
the extent that the Company specifically incorporates same by reference.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
Messrs. Price and Whitten, members of the Compensation and Benefits
Committee, are President and director, and director, respectively, of The
Hondo Company and also Associate Director and Finance Director, respectively,
of Lonrho Plc. Mr. Bock (who is not a member of the Compensation and Benefits
Committee) is also Managing Director and Chief Executive of Lonrho Plc, and
Managing Director of The Hondo Company. See "Security Ownership of Management
and Certain Beneficial Owners of the Company." The Company has entered into
loan and certain other transactions with The Hondo Company and Lonrho Plc and
its affiliates.
The Company provided services to The Hondo Company. For the fiscal year
ended September 30, 1995, the Company made a charge to The Hondo Company of
$12,118 for these services. The Company believes that there is no incremental
cost to the Company in excess of that charged for these services.
On November 30, 1988, the Company made a private placement of a $75,000,000
13.5% Senior Subordinated Note to Thamesedge Ltd., a wholly owned subsidiary
of Lonrho Plc. The terms of the transaction were approved by all of the
disinterested directors of the Company upon the recommendation of a special
committee of the Board appointed to review the transaction. The terms are
substantially the same as those which were under discussion and negotiation
with an underwriter for a public offering of a similar debt instrument and
were no less favorable to the Company than could be obtained with non-
affiliated parties.
During calendar year 1991, the Company entered into and amended a loan
agreement with Lonrho Plc pursuant to which it borrowed the sum of
$32,000,000. At the time the loans were made, the interest rates thereon
11
<PAGE>
were similar to that in the Company's former working capital loan with a bank
for its refining and marketing operations. The terms of the loan, and all
amendments thereto, were approved by all of the disinterested directors of the
Company and were no less favorable to the Company than could be obtained with
non-affiliated parties.
On December 18, 1992, the Company entered into an agreement with Lonrho Plc
and Thamesedge Ltd. to defer interest and principal payments on the loans
described above. As consideration for the deferral of interest and principal
payments, the Company granted Lonrho Plc a 5% share of the Company's net
profits, as defined, under the Opon Contract. On April 30, 1993, Lonrho Plc
loaned the Company an additional $3,000,000, and as security the Company
granted to Lonrho Plc a mortgage on certain real property. On June 25, 1993,
Lonrho Plc loaned the Company an additional $4,000,000, and as security the
Company granted to Lonrho Plc a mortgage on certain other real property. The
interest rate of the new loans was the same as that for other loans from
Lonrho Plc. The terms of the agreement to defer interest and principal
payments and the terms of the new loans were approved by all of the
disinterested directors of the Company and were no less favorable to the
Company than could be obtained with non-affiliated parties.
On December 17, 1993, Thamesedge and Lonrho Plc agreed to add interest
accrued at September 30, 1993 to principal, to reduce the annual interest rate
on each of the foregoing loans to the Company to 6% effective September 30,
1993, and to defer principal payments on the loans. Lonrho Plc and the Company
have further agreed that, if the Company does not have sufficient cash
resources to pay interest on any of the foregoing indebtedness of the Company
when due, the Company may offer to pay such interest in shares of its common
stock valued at their market price on the day the interest is due. Thereupon
Lonrho Plc may either accept such offer or add the amount of interest then due
to the remaining outstanding principal balance of the applicable obligation.
The terms of these agreements were approved by all of the disinterested
directors of the Company and were no less favorable to the Company than could
be obtained with non-affiliated parties. From September 30, 1993 through
December 15, 1995, interest of approximately $10,609,000 has been added to
principal of debts to Thamesedge and Lonrho Plc. On April 1, 1995 and October
1, 1995, 189,080 shares and 121,372 shares of common stock of the Company in
payment of interest due of $2,292,600 and $2,366,762, respectively, were
issued to Thamesedge and Lonrho Plc.
On October 18, 1994, the Company paid to Lonrho Plc $5,000,000 to repay a
portion of the loans made in calendar 1991. At the same time, Lonrho Plc
provided a $5,000,000 loan facility to the Company. On November 10, 1994,
Thamesedge and Lonrho Plc agreed to extend the maturities of all of the above
debts to not earlier than October 1, 1996. The terms of the loan facility and
the agreement to extend debt maturities were approved by all of the
disinterested directors of the Company and were no less favorable to the
Company than could be obtained with non-affiliated parties.
On December 22, 1995, Thamesedge and Lonrho Plc agreed to extend the
maturities of all the above debts to not earlier than October 1, 1997.
F. E. Wright, a subsidiary of Lonrho Plc, acts as insurance broker for
certain of the Company's policies of insurance. The insurance companies who
provide the policies are those from whom coverage could be obtained by the use
of other independent insurance brokers. The terms of these policies are
identical to the ones which could be obtained through any independent broker.
Management believes that F. E. Wright is able to obtain more favorable
premiums for certain of the Company's insurance coverage by virtue of
inclusion in the larger, group-wide "Lonrho Global Program" and that the terms
and cost of the insurance coverage are no less favorable to the Company than
could be obtained with non-affiliated parties. During the fiscal year ended
September 30, 1995, F. E. Wright received commissions of $35,625 in respect of
policies issued to the Company.
12
<PAGE>
Performance Graph
The following graph compares the yearly change in the Company's cumulative
total shareholder return on its common stock to that of the American Stock
Exchange Market Index and MG Industry Group 36, an industry index of companies
engaged in oil and gas exploration and production.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG HONDO OIL & GAS CO., INDUSTRY INDEX AND BROAD MARKET
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period HONDO OIL & INDUSTRY BROAD
(Fiscal Year Covered) GAS CO. INDEX MARKET
- --------------------- ----------- -------- ------
<S> <C> <C> <C>
Measurement Pt- 10/01/1990 $100 $100 $100
FYE 10/01/1991 $118.68 $111.56 $119.92
FYE 10/01/1992 $ 65.93 $ 97.41 $125.15
FYE 10/01/1993 $ 62.64 $119.23 $146.91
FYE 10/01/1994 $134.07 $129.11 $149.73
FYE 10/01/1995 $171.43 $133.82 $180.41
</TABLE>
ASSUMES $100 INVESTED ON OCT. 1, 1990
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING SEP. 30, 1995
The stock price performance depicted in the above graph is not necessarily
indicative of future price performance. The Performance Graph will not be
deemed to be incorporated by reference in any filing by the Company under the
Securities Act of 1933 or the Securities Exchange Act 1934, except to the
extent that the Company specifically incorporates same by reference.
13
<PAGE>
REPORTS UNDER SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder require the Company's officers and directors, and persons who own
more than ten percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the American Stock Exchange and to
furnish the Company with copies.
Based on its review of the copies of such forms received by it, or written
representations from certain reporting persons, the Company believes that,
from October 1, 1994 to September 30, 1995, all filing requirements applicable
to its officers, directors, and greater than ten-percent beneficial owners
were complied with.
OTHER MATTERS
The Board of Directors knows of no matters which are likely to be brought
before the Annual Meeting other than those listed in the attached Notice of
Annual Meeting. If any other matters should properly come before the Annual
Meeting or any adjournment thereof, the persons named on the enclosed proxy
card will vote all proxies given to them in accordance with their best
judgment on such matters.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Company engaged Ernst & Young LLP as principal independent public
accountants for the audit of the Company's financial statements for the fiscal
year ended September 30, 1995. Ernst & Young LLP has acted in this capacity
since 1988. From time to time, Ernst & Young LLP also performs consulting work
for the Company. The firm has no other relationship with the Company except
the existing professional relationships of Certified Public Accountants. The
Board of Directors has appointed Ernst & Young LLP to audit the financial
statements of the Company for the fiscal year 1996. At the Annual Meeting, the
shareholders will be asked to approve the appointment.
Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting, will have an opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions. The proposal
will be approved if it receives the affirmative vote of holders of a majority
of the shares of common stock present or represented and entitled to vote at
the Annual Meeting. The Board of Directors recommends that shareholders vote
FOR the proposal to approve the appointment of Ernst & Young LLP as the
Company's independent auditors for fiscal year 1996.
SOLICITATION OF PROXIES
Solicitation of proxies is to be conducted primarily by mail, although
officers and other employees of the Company, without receiving additional
compensation therefor, may also solicit proxies by telephone, telegraph or
personal interview. Arrangement may be made with brokerage houses and with the
Company's transfer agent, Chemical Mellon Shareholder Services, Los Angeles,
California, to send notices, proxy statements, proxies and other materials to
shareholders. The cost for these services is estimated to be nominal. All
costs of soliciting proxies will be borne by the Company.
By Order of the Board of Directors,
C. B. McDaniel
Secretary
January 29, 1996
14
<PAGE>
PROXY
HONDO OIL & GAS COMPANY
ANNUAL MEETING OF SHAREHOLDERS, MARCH 7, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints John J. Hoey and C.B. McDaniel, or either of
them, attorneys and proxies to represent the undersigned, with power of
substitution, to appear and to vote all of the shares of stock of HONDO OIL &
GAS COMPANY (the "Company") which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Shareholders of the Company to be
held in the Board of Governors' Room, American Stock Exchange, 86 Trinity Place,
New York, New York on Thursday, March 7, 1996 at 10:00 A.M., or any adjournment
thereof.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
Please mark your votes as indicated in this example [X]
Item 1-Election of directors duly nominated: Robert O. Anderson, Dieter Bock,
John J. Hoey, C.B. McDaniel, Douglas G. McNair, John F. Price, Robert K. Steer
and R.E. Whitten
FOR [_] WITHHELD FOR ALL [_]
WITHHELD FOR: (Write that nominee's name in the space provided below).
- -------------------------------------------------------------------------------
Item 2-Approval of Ernst & Young LLP as independent auditors.
FOR [_] AGAINST [_] ABSTAIN [_]
Item 3-Upon such other business as may properly come before said meeting, or
any adjournment thereof.
UNMARKED PROXIES SHALL BE VOTED IN FAVOR OF EACH OF THE FOREGOING MATTERS
UNLESS SPECIFIED TO THE CONTRARY.
Receipt of copies of the Proxy Statement dated January 29, 1996 and the 1995
Annual Report is hereby acknowledged.
Annual Meeting: March 7, 1996
Please return this proxy promptly in the enclosed envelope which requires no
postage if mailed in the U.S.A.
Signature(s) ____________________________ Date _____________________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
