<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
Helm Resources, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
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:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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<PAGE> 2
INTERSYSTEMS, INC.
----------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 11, 1995
----------------------
TO OUR SHAREHOLDERS:
You are cordially invited to attend the Annual Meeting of Shareholders
of InterSystems, Inc. (the "Company") to be held on Tuesday, July 11, 1995, at
10:00 a.m., at the offices of the Company at 537 Steamboat Road, Greenwich,
Connecticut 06830, for the following purposes:
1. to elect three directors;
2. to transact such other business as may properly come before
the meeting or any adjournment of the meeting.
Only shareholders of record at the close of business on May 31, 1995
will be entitled to notice of and to vote at the meeting.
Please sign, date and mail the enclosed proxy in the enclosed
envelope, which requires no postage if mailed in the United States, so that
your shares may be represented at the meeting.
By Order of the Board of Directors
David S. Lawi
Secretary
Houston, Texas
June 1, 1995
<PAGE> 3
INTERSYSTEMS, INC.
8790 WALLISVILLE ROAD
HOUSTON, TEXAS 77029
-------------------
PROXY STATEMENT
-------------------
The accompanying proxy is solicited on behalf of the Board of
Directors of the Company for use at the Annual Meeting of Shareholders to be
held on July 11, 1995 and at any adjournment of the meeting. The proxy may be
revoked at any time before it is exercised by notice, in writing, to the
secretary of the Company.
The Board of Directors has fixed the close of business on May 31, 1995
as the record date for the meeting. On that date, the Company had outstanding
4,086,847 shares of common stock. Only shareholders of record at the close of
business on that date will be entitled to vote at the meeting or at any
adjournment of the meeting. Each such shareholder will be entitled to one vote
for each share held and may vote in person or by proxy authorized in writing.
Holders of the Company's common stock have no cumulative voting rights in the
election of directors.
The principal executive offices of the Company are located at 8790
Wallisville Road, Houston, Texas 77029. The proxy statement and form of proxy
are being sent to shareholders on or about June 1, 1995.
ELECTION OF DIRECTORS
In 1988, the Company adopted a classified Board of Directors, which
divided the directors into three classes. At each annual meeting, the
successors to the class of directors whose term expires at that meeting are
elected to serve a three-year term and until their successors are elected and
qualified. Accordingly, the Directors whose terms expire in 1995 are nominees
for re- election at the 1995 Annual Meeting of Shareholders. The nominees
named by the Board of Directors are Mr. Herbert M. Pearlman, Mr. John E.
Stieglitz and Mr. Fred S. Zeidman.
The persons named in the enclosed form of proxy have advised that,
unless contrary instructions are received, they intend to vote for the nominee
named by the Board of Directors of the Company and listed below. If, by reason
of death or other unexpected occurrence, the nominee is not available for
election, the persons named in the form of proxy have advised that they will
vote for such substitute nominee as the Board of Directors of the Company may
propose.
<PAGE> 4
The nominees and directors are presented below by class.
<TABLE>
<CAPTION>
Director Termas
of the Director
Name Age Company Since Expires in
- ---- --- ------------- ----------
<S> <C> <C> <C>
NOMINEES FOR DIRECTOR
Herbert M. Pearlman 62 1984 1995
John E. Stieglitz 62 1991 1995
Fred S. Zeidman 49 1993 1995
OTHER DIRECTORS
Walter M. Craig, Jr. 41 1993 1996
David S. Lawi 59 1984 1996
Daniel T. Murphy 54 1986 1997
</TABLE>
Principal Occupation Over the Past Five Years
and Other Directorships of Director
HERBERT M. PEARLMAN Mr. Pearlman has been Chairman of the Company's Board of
Directors since March l984. He has served as President, Chief Executive
Officer and a Director of Helm Resources, Inc., the holder of approximately 41%
of the Company's common stock ("Helm"), since 1980. Since June 1984 he has
been Chairman of the Board of Helm. Mr. Pearlman is Chairman of the Board of
Directors of Seitel, Inc. ("Seitel") and is currently Chairman of Seitel's
Executive Committee. Seitel is a publicly-held company engaged in acquiring
and marketing seismic information to the oil and gas industry. In 1990, Mr.
Pearlman became Chairman of the Board of Unapix Entertainment, Inc. ("Unapix"),
which is engaged in marketing and distributing films and television products.
In 1994, Mr. Pearlman became Chairman of the Board of American Business
Computers Corporation ("ABBC"), a public company which is engaged in the
business of designing and manufacturing equipment which dispenses liquids,
solids, gases, pastes and gels. Mr. Pearlman is also a director of two Helm
subsidiaries which are publicly held, Teletrak Advanced Technology Systems,
Inc. ("Teletrak"), which has no operations at the present time, and Cliff
Engle Ltd., which receives limited royalty revenue from an NFL license it holds
("Cliff Engle"). Helm holds an equity position in Teletrak, Cliff Engle and
Unapix.
JOHN E. STIEGLITZ Mr. Stieglitz was appointed to the Board of Directors of the
Company in December 1991. Since l976, Mr. Stieglitz has been president of
Conspectus, Inc., a privately held company engaged in providing consulting
services in the area of executive recruiting. Mr. Stieglitz has been a
director of Helm since 1986 and a director of Seitel since 1989.
FRED S. ZEIDMAN Mr. Zeidman was appointed President, Chief Executive Officer
and a director of the Company in July 1993. He also serves as President of
Interpak Terminals, Inc., a wholly-owned subsidiary of Helm engaged in the
packaging and distribution of thermoplastic resins. Previously, Mr. Zeidman
served as Chairman of Unibar Energy Services Corporation, one of the largest
independent drilling fluids company in the United States, from 1985 to 1991,
when it was acquired by Anchor Drilling Fluids of Norway. From April 1992
until July 1993,
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<PAGE> 5
Mr. Zeidman served as President of Service Enterprises, Inc., which is
primarily engaged in plumbing, heating, air conditionaing and electrical
installation and repair. From 1983 to 1993, Mr. Zeidman served as President of
Enterprise Capital Corporation, a federally licensed small business investment
company specializing in venture capital financings.
--------------------
WALTER M. CRAIG, JR. Mr. Craig joined Helm in March 1984 as Vice President and
General Counsel. In July, 1991, he was appointed Senior Vice
President--Business and Legal Affairs, in July 1992 he was appointed Executive
Vice President and Chief Operating Officer of Helm and in 1993 he was appointed
a director of Helm. In August, 1991, he became President of Cliff Engle. He
has been a director of Seitel since 1987. In 1993, he became a director of
Unapix.
DAVID S. LAWI Mr. Lawi has been Secretary of the Company since March 1984. He
was elected Chairman of the Executive Committee in October 1986. He has been
Secretary and a Director of Helm since 1980, and served as Executive Vice
President of Helm from 1980 until 1992. Since l982 he has been a Director of
Seitel and Chairman of its Executive Committee since 1989. Since January l983,
Mr. Lawi has been a director and the Secretary of Teletrak. In March 1990, Mr.
Lawi became a director and Secretary of Cliff Engle and in 1993 he became
Secretary and Treasurer of Unapix.
DANIEL T. MURPHY Mr. Murphy joined the Company in May 1984 as Vice
President-Finance and Operations and has been Executive Vice President of
Operations and Chief Financial Officer of the Company since July 1985. Mr.
Murphy joined Helm in May 1984 as Vice President and Chief Financial Officer.
In 1988, he was elected a director of Teletrak.
COMMITTEES AND ATTENDANCE
During 1994, the Company's Board of Directors held two full meetings.
Each of the Company's directors attended at least 75% of the total number of
meetings of the Board of Directors and of committees on which he served.
The Board of Directors has an Executive Committee and an Audit
Committee. The Executive Committee is comprised of Messrs. Pearlman, Lawi and
Murphy. The function of the Executive Committee is to act on an interim basis
for the full Board. The Executive Committee did not meet separately from the
full Board of Directors during 1994. The Audit Committee and the Compensation
Committee presently is comprised of Mr. Stieglitz. The Audit Committee and the
Compensation Committee each held one meeting during 1994.
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<PAGE> 6
ECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth below is certain information as of March 15, 1995 concerning
the beneficial ownership of Common Stock (the Company's only class of voting
securities) held by each person who is the beneficial owner of more than 5% of
the Common Stock, and by each director and by all executive officers and
directors of the Company as a group.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent of
Name Ownership (1)(2) Class (2)
- ---- ----------------- ----------
<S> <C> <C>
Beneficial Holders
Helm Resources, Inc......... 1,640,419(3) 40.8%
537 Steamboat Road
Greenwich, CT 06830
Sara Finkle ................ 236,487(4) 5.6%
117 Aspen Airport Bus. Ctr.
Aspen, CO 81611
Officers and Directors
Herbert M. Pearlman ........ 438,709(5) 10.0%
537 Steamboat Road
Greenwich, CT 06830
Fred S. Zeidman ............ 430,000(6) 10.2%
8790 Wallisville Road
Houston, Texas 77029
David S. Lawi .............. 353,477(7) 8.2%
537 Steamboat Road
Greenwich, CT 06830
Daniel T. Murphy ........... 23,758(8) *
Walter M. Craig, Jr......... 24,353(9) *
John E. Stieglitz........... 11,858(10) *
All executive officers
and directors
as a group (6 persons) ..... 1,282,155(11) 27.7%
</TABLE>
_____________________
* Less than 1%
(1) Except as otherwise indicated, each named holder has, to the best of
the Company's knowledge, sole voting and investment power with respect
to the shares indicated.
(2) Includes shares that may be acquired within 60 days by any of the
named persons upon exercise of any right.
(3) Includes shares that are issuable within 60 days upon exercise of
Common Stock Purchase Warrants expiring December 31, 1996 at $3.50 per
share which were issued as a dividend to the holders of
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<PAGE> 7
common stock in October 1991 (the "Dividend Warrants") (7) and upon
conversion of 10% Convertible Subordinated Debentures due 2001 at
$2.02 per share (the "10% Debentures") (14,852).
(4) Includes shares issuable upon conversion of 8% Debentures. Does not
include shares held by Mrs. Finkle's husband as to which she disclaims
beneficial ownership.
(5) Includes shares that are issuable within 60 days upon exercise of
stock options (62,500), Dividend Warrants (77,551), Common Stock
Purchase Warrants expiring April 30, 1996 at $1.00 per share (the
"1996 Warrants")(45,000), conversion of Series A 10% Convertible
Subordinated Debentures due June 30, 2001 at $1.35 per share (the
"Series A 10% Debentures") (148,148), and conversion of 8% Convertible
Debentures due January 31, 2004 at $1.48 per share (the "8%
Debentures") (12,905). Does not include shares held by Mr. Pearlman's
wife and children as to which he disclaims beneficial ownership.
(6) Includes shares that are issuable within 60 days upon exercise of
stock options (200,000) and 1996 Warrants (15,000). Also includes
200,000 shares issuable to Mr. Zeidman pending stock exchange listing
as to which payment has been received. See "Certain Relationships and
Related Party Transactions."
(7) Includes shares that are issuable within 60 days upon exercise of
stock options (39,062), Dividend Warrants (73,875), 1996 Warrants
(30,000), Series A 10% Debentures (148,148) and 8% Debentures
(16,892). Does not include shares held by Mr. Lawi's wife and
children as to which he disclaims beneficial ownership.
(8) Includes shares that are issuable within 60 days upon exercise of
stock options (9,375) and Dividend Warrants (2,000) and conversion of
10% Debentures (4,950) and 8% Debentures (7,433).
(9) Includes shares that are issuable within 60 days upon exercise of
stock options (8,594) and Dividend Warrants (2,500) and conversion of
Series A 10% Debentures (9,259).
(10) Includes shares that are issuable within 60 days upon exercise of 1996
Warrants (5,000) and conversion of 8% Debentures (1,858).
(11) Includes shares that are issuable within 60 days upon exercise of
stock options (319,531), Dividend Warrants (155,926) and 1996 Warrants
(95,000), and conversion of Series A 10% Debentures (305,555), 10%
Debentures (4,950), 8% Debentures (39,088) and the shares issuable to
Mr. Zeidman.
6
<PAGE> 8
SECTION 16 COMPLIANCE
Based upon a review of Forms 3, 4 and 5, and amendments thereto
furnished to the Company pursuant to Rule 16a-3(e) promulgated under the
Securities Exchange Act of 1934, as amended, during, and with respect to, its
most recent fiscal year, and written representations furnished to the Company,
it appears that all such reports required to be filed were filed on a timely
basis, except that an initial report on Form 3 for Walter M. Craig, Jr., who
was first appointed a director of the Company in December 1993, reporting his
holdings in the Company's securities at the time he became a director, was
filed late.
EXECUTIVE COMPENSATION
Set forth below is certain information with respect to cash and
noncash compensation awarded to, earned by or paid to the Company's Chief
Executive Officer during 1994. No executive officers of the Company earned
over $100,000 for the fiscal year ended December 31, 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name and Annual Compensation All
Principal ------------------- Other
Position Year Salary Bonus Compensation
- -------- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Fred S. Zeidman, 1994 $ 50,000 - -
President and 1993 18,138 - -
CEO (1) -
</TABLE>
____________
(1) Mr. Zeidman joined the Company in July 1993. See "Employment
Arrangements--Zeidman Agreement" below.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION/SAR VALUE TABLE
The following table sets forth aggregated option exercises in the last
fiscal year, the number of unexercised options and fiscal year-end values of in
the money options for the Chief Executive Officer.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Shares Unexercised In-the-money
Acquired Options at Options at
on Fiscal year-end fiscal year end
Exercise Value Exercisable/ Exercisable/
Name (#) Realized ($) Unexercisable Unexercisable (1)
- ---- -------- ------------ --------------- -----------------
<S> <C> <C> <C> <C>
Fred S.
Zeidman - - 200,000/200,000 n/a
</TABLE>
7
<PAGE> 9
EMPLOYMENT ARRANGEMENTS
The specific material terms of the agreements for the current
executive officers of the Company are set forth below.
ZEIDMAN AGREEMENT
Mr. Zeidman and the Company have entered into a three-year employment
agreement pursuant to which Mr. Zeidman will serve as President and Chief
Executive Officer of the Company. Pursuant to the employment agreement, Mr.
Zeidman will receive a base salary of $150,000 per year and a bonus beginning
in 1994 of 2% of the first $1 million in net income of the Company, 3% of the
second $1 million of net income and 4% of all net income in excess of $2
million, not to exceed 150% of salary. Mr. Zeidman has also received options
to purchase 200,000 shares of Common Stock at $2.00 per share and options to
purchase 200,000 shares of Common Stock at $3.00 per share. Options to
purchase 200,000 shares (100,000 at $2.00/share and 100,000 at $3.00/share)
vest on the first anniversary of the grant date and options to purchase 100,000
shares (50,000 at $2.00/share and 50,000 at $3.00/share) vest on each of the
second and third anniversaries of the grant date.
Mr. Zeidman also serves as President and Chief Executive Officer of
Interpak Terminals, Inc. ("Interpak"), a wholly-owned subsidiary of Helm
Resources, Inc. Mr. Zeidman allocates his time between the Company and
Interpak, and Interpak contributes a portion of the Company's contracted salary
directly to Mr. Zeidman in compensation of his services based upon the relative
amount of time spent at each company, thereby reducing the amount of salary
payable by the Company. During 1994, Mr. Zeidman spent approximately 33% of
his time on the business of the Company and received approximately $100,000 in
compensation from Interpak for his services to that corporation, as compared to
$66,700 in 1993.
The Company's agreement with Mr. Zeidman also provides that the Board
of Directors will continue to cause Mr. Zeidman to be elected as a member of
the Board of Directors of the Company and a member of the Board of Directors of
Interpak Terminals, Inc., until the earlier of such time as his ownership in
the common stock of the Company is under 100,000 shares, or his death or
voluntary resignation. In addition, he has received from Helm Resources, Inc.
a five year option to purchase 16,667 shares of common stock of Helm at $1.50
per share, which vests over a three year period, and the right to receive from
Interpak Terminals, Inc. an option to purchase such number of shares of each
class of capital stock of Interpak Terminals, Inc. and any securities
convertible or exchangeable into or carrying the right to purchase such class
of capital stock as will equal two percent of such class on a fully diluted
basis if a public offering of Interpak Terminals securities is consummated
before June 2003. The option price would be equal to the public offering
price, less applicable underwiting discounts and commissions.
PEARLMAN AGREEMENT
Mr. Pearlman is a party to an employment agreement which provides for
his employment as Chairman of the Company for a term ending December 31, 1997,
and renewable thereafter at the Company's option on a year to year basis. The
agreement, as amended, provides for a base salary of
8
<PAGE> 10
approximately $240,000, which has been voluntarily reduced to $100,000. In
addition, Mr. Pearlman is entitled to an annual bonus equal to 5% of the
Company's consolidated pre-tax profits, less the amount paid to Mr. Pearlman by
Helm for the Company's consolidated earnings for the year, which are reflected
in Helm's financial statements as a result of Helm's ownership in the Company.
Upon a change in Helm's control of the Board, the agreement provides
that each officer may terminate his employment under the agreement upon 18
months notice and receive, upon conclusion of that period, after diligently
carrying out his duties, a lump sum severance payment equal to 18 months
salary. The agreement provides that upon the expiration of the term, if the
officer's employment is not continued, he will be entitled to a severance
payment of two years' salary continuation (unless employment is secured
elsewhere).
If employment continuation is offered but declined by the officer,
the officer must act as a consultant for two years at 50% of his latest salary,
during which time he may not provide services for any competitors.
DAVID S. LAWI
Mr. Lawi's contract contains essentially the same provisions as Mr.
Pearlman's agreement, except that it provides for a current base salary of
$130,000, which has been voluntarily reduced to $50,000, and a bonus of 2.5% of
the Company's consolidated pre-tax profits for each fiscal year, less the
amount paid to Mr. Lawi by Helm for the Company's consolidated earnings for the
year which are reflected in Helm's financial statements as a result of Helm's
ownership in the Company.
DANIEL T. MURPHY
Mr. Murphy's contract contains essentially the same provisions as Mr.
Pearlman's agreement, except that it provides for a current base salary of
$90,000, and a bonus at the discretion of the Board of Directors.
[The rest of this page intentionally left blank.]
9
<PAGE> 11
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
During 1994, management of Helm provided various administrative,
managerial, financial, legal and accounting services to the Company and the
Company paid Helm $44,000 for such services during 1994.
In the fall of 1994, the Company obtained a line of credit in the
maximum amount of $250,000 from the Mezzanine Financial Fund, L.P. (the
"Fund"), a Delaware limited partnership in which Helm holds a 13.5% limited
partnership interest. The loan matures on December 31, 1995, bears interest at
24% through December 31, 1994, and 15% per annum plus a 10% enhancement fee
thereafter which fee is payable in common stock of the Company, enables the
Fund to receive 2,000 common stock purchase warrants for each month that the
loan is outstanding and is secured by a note receivable from the 1993 sale of
the Company's resins trading business. At December 31, 1994, $100,000 remained
outstanding under the line. Messrs. Pearlman, Lawi and Craig are limited
partners of, and Mr. Craig is President of, the Fund.
Acquisition of InterSystems Nebraska
In connection with the August 1993 purchase from Helm of all of the
outstanding capital stock of InterSystems, Inc. a Nebraska corporation
("InterSystems Nebraska"), additional consideration is payable to Helm in the
form of an earnout and a royalty.
PERFORMANCE EARNOUT. Helm is entitled to receive a performance earnout payable
in the event that InterSystems Nebraska's average earnings before federal
income taxes, related party management fees and non-recurring or extraordinary
expense ("EBTME") in 1992 through 1995 inclusive, exceeds $550,000. If during
this period, the average EBTME of InterSystems Nebraska exceeds $550,000, the
Company is required to pay to Helm an amount equal to six (6) times such excess
(the "Earnout Payments"). Earnout Payments are required to be made commencing
March 1994 (for any Earnout Payment payable under the formula for 1992 and
1993), and each successive year thereafter, as necessary, until March 1996.
The March 1994 Earnout Payment covers average EBTME for 1992 and 1993. The
March 1995 Earnout Payment covers average EBTME for 1992 through and including
1994. The March 1996 Earnout Payment covers average EBTME for 1992 through and
including 1995. In the event of a reduction of average EBTME for any period
from the average EBTME for previous periods, no refund of Earnout Payments will
be made. However, the Payments due in March 1995 and 1996 will reflect a
credit of the payments previously made toward the total earnout payment owed.
Earnout Payments may be made, at the Company's option, by delivering cash,
shares of common stock (valued at the average closing sale price on the
American Stock Exchange for the 60 days preceding delivery), by delivering to
Helm shares of the Company's common stock having an aggregate value of such
Earnout Payment or other agreed upon consideration or by the retirement of
indebtedness of Helm to the Company. InterSystems Nebraska's EBTME for the
years 1994, 1993 and 1992 was $506,000, $644,000 and $411,000, respectively.
No Earnout Payment was due for March 1994 or March 1995.
ROYALTY ARRANGEMENTS. In addition to the base purchase price and the earnout
payments, Helm also is entitled to receive royalties on three classes of
InterSystems Nebraska products that were developed
10
<PAGE> 12
with the assistance of Helm, and that have not yet had a material impact on
InterSystems Nebraska's sales to date. These three products are: a sampler
used to sample, among other things, wood chips and coal; a higher capacity
sampler used to sample, among other things, wood pulp, cement and coal; and a
radius bottom conveyor. With respect to each of these three products, Helm will
receive a royalty of 5% of all net sales of such products exceeding certain
established thresholds (which thresholds approximated the highest annual net
sales for each of the products during the last three years), payable on an
annual basis for the 15-year period following the closing (the "Royalties").
In no case can the annual Royalties paid to Helm in any year with respect any
of the products licensed exceed 10% of the annual gross profit of such product,
calculated in accordance with the accounting procedures and practices currently
employed by InterSystems Nebraska. Royalties to Helm on account of 1994 sales
were approximately $5,000, which remained unpaid at December 31, 1994.
VOTING ON THE PROPOSALS
With regard to the election of directors, votes may be cast in favor
or withheld; votes that are withheld will be excluded entirely from the vote
and will have no effect. Abstentions may be specified on all proposals (but
not on the election of directors) and will be counted as present for purposes
of the item on which the abstention is noted. Likewise, broker non-votes are
counted for purposes of determining the presence or absence of a quorum with
respect to a given proposal, but they are not counted for purposes of
determining whether the proposal has been approved. Accordingly, abstentions
and broker non-votes have the effect of a negative vote.
PROPOSALS BY SHAREHOLDERS
Proposals that shareholders wish to include in the Company's proxy
statement and form of proxy for presentation at the next Annual Meeting of
Shareholders must be received by the Company at 8790 Wallisville Road, Houston,
Texas 77029, Attention David S. Lawi, prior to March 13, 1996.
MISCELLANEOUS
The Board of Directors knows of no other matters that are to be
brought before the meeting. However, if any other matters do come before the
meeting, the persons named on the enclosed form of proxy or their substitutes
will vote in accordance with their judgment on those matters.
The cost of solicitation of proxies, including expenses in connection
with preparing, assembling and mailing this proxy statement, will be borne by
the Company. The solicitation will be made by mail and may also be made by
officers or regular employees of the Company personally or by telephone or
telegram. The Company may reimburse brokers, custodians and nominees for their
expenses in sending proxies and proxy material to beneficial owners.
Houston, Texas
June 1, 1995
11
