<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 sec. 240.14a-11(c) or sec. 240.14a-12
TETRA TECHNOLOGIES, 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
(5) Total fee paid:
- - --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- - --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- - --------------------------------------------------------------------------------
(3) Filing Party:
- - --------------------------------------------------------------------------------
(4) Date Filed:
- - --------------------------------------------------------------------------------
<PAGE> 2
TETRA TECHNOLOGIES, INC.
25025 IH-45 NORTH, 6TH FLOOR
THE WOODLANDS, TEXAS 77380
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 15, 1998
To the Stockholders of TETRA Technologies, Inc.:
Notice is hereby given that the Annual Meeting of the Stockholders of
TETRA Technologies, Inc., a Delaware corporation (the "Company"), will be held
at The Woodlands Executive Conference Center and Resort, 2301 North Millbend
Drive, The Woodlands, Texas 77380 on the 15th day of May 1998 beginning at 11:00
a.m., Central Daylight Time, for the following purposes:
1. To elect three directors to the Company's board to serve until the
annual meeting of stockholders to be held in 2001 or until their
successors have been elected and qualified;
2. To approve the appointment of Ernst & Young LLP as the Company's
independent auditors for the year 1998; and
3. To act upon such other business as may properly come before the
annual meeting or any adjournments thereof.
Only stockholders of record at the close of business on March 20,
1998 are entitled to notice of and to vote at the annual meeting.
The Board of Directors and Management of the Company request that you
mark, sign, date and return the enclosed proxy promptly, regardless of whether
you expect to attend the annual meeting, in order to ensure a quorum. If you are
present at the annual meeting and wish to do so, you may revoke the proxy and
vote in person.
I hope it will be possible for you to personally attend the annual
meeting.
/s/ BASS C. WALLACE, JR.
BASS C. WALLACE, JR.
Corporate Secretary
March 23, 1998
The Woodlands, Texas
<PAGE> 3
TETRA TECHNOLOGIES, INC.
25025 IH-45 NORTH, 6TH FLOOR
THE WOODLANDS, TEXAS 77380
PROXY STATEMENT
===============================================================================
GENERAL INFORMATION
===============================================================================
The accompanying proxy is solicited by the Board of Directors of TETRA
Technologies, Inc. (the "Company") for use at the Annual Meeting of Stockholders
to be held on May 15, 1998 and at any adjournments thereof. The annual meeting
will begin at 11:00 a.m., Central Daylight Time, at The Woodlands Executive
Conference Center and Resort, 2301 North Millbend Drive, The Woodlands, Texas
77380. When such proxy is properly executed and returned, the shares it
represents will be voted at the annual meeting in accordance with the directions
noted thereon; or if no direction is indicated, it will be voted in favor of the
proposals set forth in the notice attached hereto. In addition, the proxy
confers discretionary authority to the persons named in the proxy to vote, in
their discretion, on any other matters properly presented at the annual meeting.
The Board of Directors is not currently aware of any such other matters.
Each stockholder of the Company has the unconditional right to revoke
his proxy at any time prior to its exercise, either in person at the annual
meeting or by written notice to the Company addressed to Corporate Secretary,
TETRA Technologies, Inc., 25025 IH-45 North, The Woodlands, Texas 77380. No
revocation by written notice will be effective unless such notice has been
received by the Corporate Secretary of the Company prior to the day of the
annual meeting or by the inspectors of elections at the annual meeting.
The cost of solicitation of these proxies will be borne by the Company.
Officers and employees of the Company may solicit proxies from the stockholders
by telephone, telegram or otherwise. Such persons will receive no compensation
in excess of their regular salaries for their services.
The approximate date on which this Proxy Statement will first be sent
to stockholders is March 31, 1998.
===============================================================================
VOTING SECURITIES
===============================================================================
At the close of business on March 20, 1998, the record date for the
determination of stockholders of the Company entitled to receive notice of and
to vote at the annual meeting or any adjournments thereof (the "Record Date"),
the Company had outstanding 13,520,741 shares of common stock, $0.01 par value
(the "Common Stock"), held of record by approximately 137 persons and owned
beneficially by approximately 2,900 persons. Each share of Common Stock is
entitled to one vote upon each of the matters to be voted on at the annual
meeting. Shares of Common Stock may not be voted cumulatively. All proxies that
are properly completed, signed and returned prior to the annual meeting will be
voted. The presence, either in person or by proxy, of holders of a majority of
the outstanding shares of Common Stock is necessary to constitute a quorum at
the annual meeting. A plurality vote is required for the election of directors
in Proposal 1. Accordingly, if a quorum is present at the annual meeting, the
three persons nominated for election as directors receiving the greatest numbers
will be elected to serve as directors. Withholding authority to vote for a
director nominee and broker non-votes in the election of directors will not
affect the outcome of the election of directors. All other matters to be voted
on will be decided by the vote of the holders of a majority of the shares
present or represented at the annual meeting and entitled to vote on such
matter. On any such matter, an abstention will have the same effect as a
negative vote but, because shares held by brokers will not be considered
entitled to vote on matters as to which the brokers withhold authority, a broker
non-vote will have no effect on such vote. Votes will be counted by Harris Trust
and Savings Bank, the Company's transfer agent and registrar.
<PAGE> 4
The following table sets forth, as of December 31, 1997, certain
information with respect to the beneficial ownership of the Common Stock with
respect to each person known by the Company to own beneficially five percent
(5%) or more of the Common Stock:
AMOUNT AND
NATURE OF
NAME AND BUSINESS ADDRESS BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER OWNERSHIP CLASS
------------------- --------- -----
Montgomery Asset Management, L.P................... 1,311,500 (1) 9.7%
101 California Street
San Francisco, CA 94111
SAFECO Corporation................................. 855,300 (2) 6.4%
4333 Brooklyn Ave NE
Seattle, WA 98185
Morgan Stanley, Dean Witter, Discover & Co......... 853,000 (3) 6.3%
1585 Broadway
New York, NY 10036
J. P. Morgan & Co Incorporated..................... 802,400 (4) 5.9%
60 Wall Street
New York, NY 10260
(1) Pursuant to a Schedule 13G filed in February 1998 with respect to
beneficial ownership as of December 31, 1997, Montgomery Asset
Management, L.P. has sole voting power with respect to 915,500 shares
of Common Stock and sole dispositive power with respect to 1,311,500
shares of Common Stock.
(2) Pursuant to a Schedule 13G filed in February 1998 with respect to
beneficial ownership as of December 31, 1997, (i) SAFECO Common Stock
Trust has shared voting and dispositive power with respect to 709,800
shares of Common Stock; (ii) SAFECO Corporation and its subsidiary
SAFECO Asset Management Company have shared voting and dispositive
power with respect to 855,300 shares of Common Stock (including the
709,800 shares beneficially owned by SAFECO Common Stock Trust); and
(iii) SAFECO Corporation and its subsidiary SAFECO Asset Management
Company disclaim beneficial ownership of such shares, as they are owned
beneficially by registered investment companies for which SAFECO Asset
Management Company serves as an advisor.
(3) Pursuant to a Schedule 13G filed in February 1998 with respect to
beneficial ownership as of December 31, 1997, Morgan Stanley, Dean
Witter, Discover & Co has shared voting and dispositive power with
respect to 853,000 shares of Common Stock.
(4) Pursuant to a Schedule 13G filed February 1998 with respect to
beneficial ownership as of December 31, 1997, J. P. Morgan & Co
Incorporated has sole voting power with respect to 665,900 shares and
sole dispositive power with respect to 802,400 shares of Common Stock.
-2-
<PAGE> 5
===============================================================================
PROPOSAL 1. ELECTION OF DIRECTORS
===============================================================================
The Board of Directors has nominated and urges you to vote FOR the
election of the three directors who have been nominated to serve a three-year
term of office in the 1998 class of directors. Each proxy solicited hereby will
be so voted unless the stockholder specifies otherwise in the proxy. A plurality
vote is required for the election of directors in Proposal 1. Accordingly, if a
quorum is present at the annual meeting, the three persons nominated for
election as directors receiving the greatest numbers of votes will be elected to
serve as directors.
The Company's Bylaws divide the Board of Directors into three classes,
designated as Class I, Class II and Class III, with respect to terms of office.
Each class is elected to serve a three-year term and consists of, as nearly as
possible, one-third of the members of the entire Board. By resolutions of the
Board of Directors adopted in accordance with the Company's bylaws, the Board of
Directors is currently comprised of nine members. The proxies solicited hereby
cannot be voted for more than three nominees.
The term of office of each of the current Class II Directors, Tom H.
Delimitros, Stephen T. Harcrow and Geoffrey M. Hertel, expires at the time of
the 1998 Annual Meeting of Stockholders, or as soon thereafter as their
successors are elected or qualified. Messrs. Delimitros, Harcrow and Hertel have
been nominated by the Board to serve additional three-year terms as Class II
Directors. Each of the nominees has consented to be named in this Proxy
Statement and to serve as a director, if elected.
It is intended that the proxies solicited hereby will be voted FOR the
election of such nominees, unless authority to do so has been withheld. If, at
the time of the 1998 Annual Meeting of Stockholders, any of the nominees should
be unable or decline to serve, the discretionary authority provided in the proxy
will enable the proxy holder to vote for a substitute nominee of the Board of
Directors. The Board of Directors has no reason to believe that any substitute
nominee will be required.
DIRECTORS AND NOMINEES FOR DIRECTOR
The CLASS II DIRECTORS, whose terms of office as directors will expire
in 2001 if such persons are elected, and certain additional information with
respect to each of them, are as follows:
TOM H. DELIMITROS has served as a director of the Company
since 1994. Mr. Delimitros is a founding General Partner of AMT
Venture Partners Ltd., a private limited partnership formed in 1989
that provides equity and debt capital to emerging growth companies
involved in specialty chemicals and advanced material technologies. He
is also a director and is chairman of the compensation committee of
the board of directors of Plains Resources, Inc., a public energy
company. Mr. Delimitros received B.S. and M.S. degrees from the
University of Washington in Seattle and his M.B.A. from Harvard
Business School.
STEPHEN T. HARCROW has served as a director of the Company
since 1993. Mr. Harcrow currently serves as Chairman of the Board and
Chief Executive Officer of Denali Incorporated, a public company
involved in the manufacture of fiberglass and steel storage tanks, pipe
and manholes for the chemical, petroleum and waste water industries.
Mr. Harcrow was employed by Baker Hughes Incorporated, a public
company, from 1974 until 1993, last serving as Senior Vice President
from 1991 through 1993. He also served as President of EnviroTech, one
of the operating groups of Baker Hughes, Inc., from 1988 to 1993. Mr.
Harcrow received his B.S. degree in business from the University of
Houston.
-3-
<PAGE> 6
GEOFFREY M. HERTEL has served as a director of the Company
since 1984. From 1981 to 1984 he was associated with the Company as a
non-voting director and special consultant to the Board. Mr. Hertel
joined the Company in March 1993 as Senior Vice President-Finance and
Administration. On January 25, 1994 he was appointed Executive Vice
President-Finance and Administration. Mr. Hertel has served as
President and a director of Fairway Petroleum, Inc., a private oil and
gas company, and LAGGS, Inc., a private natural gas pipeline company,
since 1980. From 1972 to 1985, Mr. Hertel held various positions with
Rotan Mosle, Inc., an investment banking firm, most recently as Senior
Vice President-Corporate Finance. Mr. Hertel received both his B.A.
and M.B.A. degrees from Michigan State University.
The CLASS III DIRECTORS, whose terms of office as directors will expire
in 1999, and certain additional information with respect to each of them, are as
follows:
OSCAR S. ANDRAS has served as a director of the Company since
1997. Mr. Andras presently serves as a director, a member of the
compensation committee of the board of directors and as President and
Chief Executive Officer of Enterprise Products Company, a private
natural gas liquids and transportation company. Mr. Andras joined
Enterprise Products Company in February 1981 as Executive Vice
President, became President and Chief Operating officer in May 1982,
and was named Chief Executive officer in January 1996. Mr. Andras
worked for Dow Chemical Company in numerous capacities from 1959 to
1981, last serving as Director of Hydrocarbons. Mr. Andras received a
B.S. degree in Chemical Engineering from Louisiana State University.
KENNETH P. MITCHELL has served as a director of the Company
since 1997. Mr. Mitchell is presently a director and chairman of the
compensation committee of Balchem Corporation, a private company that
manufactures certain specialty chemicals. Mr. Mitchell served as
President and Chief Executive Officer of Oakite Products, Inc., a
private specialty chemicals company, from 1986 to 1993. From 1964 to
1986, Mr. Mitchell held a number of executive positions with Diamond
Shamrock Corporation, a public company, all of which were related to
various commodity and specialty chemical business. Mr. Mitchell
received a B.S. degree in Marketing and Finance from Ohio State
University in 1964, and in 1979, completed the Senior Executive Program
at M.I.T.
The CLASS I DIRECTORS, whose terms of office as directors will expire
in 2000, and certain additional information with respect to each of them, are as
follows:
PAUL D. COOMBS was appointed Executive Vice President-Oil and
Gas of the Company in January 1994 and a director on June 28, 1994.
Mr. Coombs served as Senior Vice President-Oil and Gas of the Company
from 1987 to 1994. From 1985 to 1987, Mr. Coombs served as General
Manager-Oil and Gas for the Company. Mr. Coombs has served in numerous
other positions for the Company since 1982.
ALLEN T. MCINNES has served as a director of the Company since
1993. Mr. McInnes was appointed President and Chief Executive Officer
of the Company effective April 1, 1996. Mr. McInnes is also Chairman
of the Board and a member of the compensation committee of TGC
Industries, a public company involved in the geophysical business. Mr.
McInnes served as Chairman of the Board and a member of the
compensation committee of Chase Packaging Corporation, a public
company involved in the agricultural products packaging business until
December 1997. Mr. McInnes served as Chief Executive Officer of TGC
Industries from July 1993 through April 1996. Mr. McInnes is a former
Executive Vice President and director of Tenneco, Inc., where at
various times he had overall corporate-level responsibility for
chemicals, minerals, packaging, international development and real
estate operations. He also serves as a trustee director of the
American Graduate School for International Management and several
other educational and charitable institutions. Mr. McInnes holds
B.B.A., M.B.A. and Ph.D. degrees from the University of Texas.
-4-
<PAGE> 7
J. TAFT SYMONDS has served as a director of the Company since
1981 and as Chairman of the Board since October 1993. Mr. Symonds has
served as Chairman and a director of Maurice Pincoffs Company, Inc., a
private international marketing company, and as President and a
director of Symonds Trust Co., Ltd., a private investment firm, since
1978. Mr. Symonds also serves as a director of Plains Resources, Inc.,
a public energy company, and Denali Incorporated, a public company
involved in the manufacture of fiberglass and steel storage tanks, pipe
and manholes for the chemical, petroleum and waste water industries.
Mr. Symonds received his B.A. degree from Stanford University and his
M.B.A. from Harvard Business School.
The following table reflects the beneficial ownership of the Common
Stock and certain additional information as of March 1, 1998 with respect to (i)
the directors and nominees for director of the Company set forth above, (ii) the
four highest paid executive officers of the Company, its Chief Executive Officer
and its former Executive Vice President -- Specialty Chemicals (collectively,
the "Named Executive Officers"), and (iii) the Company's directors and executive
officers as a group.
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON STOCK PERCENT
NAME AGE BENEFICIALLY OWNED OF CLASS
---- --- ------------------ --------
<S> <C> <C> <C>
Oscar S. Andras (1) 62 12,604(4) *
Paul D. Coombs (1) 42 159,386(5) 1.18%
Tom H. Delimitros(2) 57 20,550(6) *
Stephen T. Harcrow (1)(2) 51 26,000(7) *
Geoffrey M. Hertel 53 119,870(8) *
Allen T. McInnes 60 313,226(9) 2.32%
Kenneth Mitchell(2) 58 11,965(10) *
Raymond D. Symens 47 22,488(11) *
J. Taft Symonds (1) 58 231,775(12) 1.72%
Fred K. Vogt 53 39 *
Thomas H. Wentzler(3) 51 24,548(13) *
Directors and executive officers as a group (13 persons) 938,729(14) 6.95%
</TABLE>
* Less than 1%
- - --------------------------
(1 Member of Audit Committee.
(2) Member of Management and Compensation Committee.
(3) Resigned as an officer and a director effective July 28, 1997.
(4) Includes 10,604 shares subject to options exercisable within 60 days of
the Record Date.
(5) Includes 104,748 shares subject to options exercisable within 60 days of
the Record Date.
(6) Includes 20,050 shares subject to options exercisable within 60 days of
the Record Date.
(7) Includes 18,000 shares subject to options exercisable within 60 days of
the Record Date.
(8) Includes 93,748 shares subject to options exercisable within 60 days of
the Record Date.
(9) Includes (i) 305,000 shares subject to options exercisable within 60 days
of the Record Date and (ii) 200 shares owned by Mr. McInnes' minor
children, as to which shares Mr. McInnes disclaims beneficial ownership.
(10) Includes 10,965 shares subject to options exercisable within 60 days of
the Record Date.
(11) Includes 18,566 shares subject to options exercisable within 60 days of
the Record Date.
(12) Includes 84,882 shares subject to options exercisable within 60 days of
the Record Date.
(13) Includes 21,748 shares subject to options exercisable within 60 days of
the Record Date.
(14) Includes 692,006 shares subject to options exercisable within 60 days of
the Record Date.
-5-
<PAGE> 8
Committees. The Board of Directors has a standing Audit Committee. The
Audit Committee is currently comprised of Messrs. Andras, Coombs, Harcrow and
Symonds. The Audit Committee's functions include making recommendations
concerning the engagement of independent auditors; reviewing with the
independent auditors the plan and results of the auditing engagement; reviewing
professional services provided by the independent auditors; reviewing the
independence of the independent auditors; considering the range of audit and
non-audit fees; and reviewing the adequacy of the Company's internal accounting
controls.
The Board of Directors also has a standing Management and Compensation
Committee, which is currently comprised of Messrs. Delimitros, Harcrow and
Mitchell. The functions performed by the Management and Compensation Committee
include reviewing and establishing overall management compensation;
administering the Company's employee stock option plans; and approving salary
and bonus awards to the Company's executive officers.
The Board of Directors does not have a Nominating Committee.
During 1997, the Board of Directors had seven meetings, the Audit
Committee had three meetings, and the Management and Compensation Committee had
six meetings. During 1997, each member of the Board of Directors attended 75% or
more of the meetings of the Board of Directors and 75% or more of the meetings
of all committees of the Board of Directors of which he was a member, except
that (i) Mr. Andras attended only two of the three meetings of the Audit
Committee, and (ii) Mr. Mitchell attended only two of the four meetings of the
Management and Compensation Committee that were held while he was a member of
that committee.
Director Compensation. Beginning April 1997, directors who are not
employees of the Company or any subsidiary or affiliate of the Company (the
"Outside Directors") receive compensation of $1,500 per month plus $500 for each
Board or committee meeting attended, and are reimbursed for out-of-pocket
expenses incurred in attending meetings of the Board of Directors or committee
meetings. Mr. Symonds receives total annual compensation of $40,000 for serving
as Chairman of the Board of Directors.
Under the Company's Director Stock Option Plan, as amended (the
"Director Plan"), each Outside Director generally receives an automatic grant of
an option to purchase 6,000 shares of Common Stock on January 1 of each year
while they are a director. The options have an exercise price equal to the
closing price as of the grant date. The Board of Directors granted Mr. Symonds
an option under the TETRA Technologies, Inc. 1990 Stock Option Plan to purchase
6,000 shares of Common Stock at a price of $26.375 per share, which was the
closing price as of December 31, 1996.
-6-
<PAGE> 9
EXECUTIVE OFFICERS
The current executive officers of the Company and their ages and
positions are listed below.
<TABLE>
<CAPTION>
NAME AGE POSITION
- - ---- --- --------
<S> <C> <C>
Allen T. McInnes ............. 60 President, Chief Executive Officer and Director
Geoffrey M. Hertel............ 53 Executive Vice President, Chief Financial Officer
and Director
Paul D. Coombs................ 42 Executive Vice President and Director
Fred K. Vogt.................. 53 Senior Vice President
Raymond D. Symens............. 47 Senior Vice President
Bass C. Wallace, Jr........... 39 General Counsel and Corporate Secretary
James R. Hale................. 48 Treasurer and Assistant Secretary
Bruce A. Cobb................. 48 Controller and Chief Accounting Officer
</TABLE>
(Information regarding the business experience of Messrs. McInnes ,
Hertel and Coombs is set forth above under "Directors and Nominees for
Director".)
FRED K. VOGT was elected as Senior Vice President -- Specialty Chemicals
upon his employment by the Company in 1997. Beginning in 1970, Mr. Vogt was
employed by Mallinckrodt Group, Inc., a pharmaceutical and laboratory chemicals
company, in various positions, last serving as President of the Mallinckrodt
Baker Division from 1995 to 1996. From 1991 to 1995, Mr. Vogt served as Vice
President, Performance and Laboratory Chemicals, from 1987 to 1991 as Vice
President, Science Product Division and from 1984 to 1987, Mr. Vogt served as
Assistant General Manager for Mallinckrodt's Specialty Chemicals Division. Mr.
Vogt received his B.S. in Chemical Engineering, M.S. in Engineering
Administration and an Honorary Professional Chemical Engineering Degree from
University of Missouri at Rolla.
RAYMOND D. SYMENS was elected Senior Vice President -- Bromine and
Strategic Affairs in 1997. He served as Senior Vice President - Planning and
Strategic Affairs for the Company from 1994 to 1997, and as Vice President -
Manufacturing from 1988 to 1994. From 1976 to 1988, Mr. Symens held various
executive positions with Earth Sciences Incorporated and its wholly owned
Canadian subsidiary, ESI Resources, Ltd., finally as Vice President and General
Manager for the chemical recovery operations located in western Canada. Mr.
Symens received his B.S. degree in Metallurgical Engineering from the South
Dakota School of Mines and Technology.
BASS C. WALLACE, JR. has served as General Counsel of the Company
since his initial employment by the Company in 1994. Prior to that time, he was
a partner with the law firm of Norton & Blair, P.C., where he practiced
corporate and securities law from 1990 to 1994. Mr. Wallace has served as
Corporate Secretary of the Company since 1996. Mr. Wallace received his B.A.
degree in economics from the University of Virginia and his J.D. degree from the
University of Texas School of Law.
JAMES R. HALE has served as Treasurer of the Company since 1986. Mr.
Hale served as Chief Financial Officer of the Company from 1986 until 1993. From
1976 to 1985, Mr. Hale held various positions with First City Bancorporation of
Texas, Inc., most recently as Vice President and Manager of Profit Planning. Mr.
Hale received a B.S. degree in economics and history from the University of the
South and an M.B.A. from Vanderbilt University. Mr. Hale is a certified public
accountant.
BRUCE A. COBB has served as Controller of the Company since 1991. From
1987 to 1991, Mr. Cobb was the chief financial officer of Speeflo Manufacturing
Company. From 1979 to 1987, he served as division controller for Hughes
Production Tools, a division of Hughes Tool Company. From 1973 to 1979, Mr. Cobb
practiced accounting with Ernst & Young. Mr. Cobb received a B.B.A. degree in
accounting from the University of Texas, and he is a certified public
accountant.
-7-
<PAGE> 10
COMPENSATION OF EXECUTIVE OFFICERS
The following information is given for the years 1995 through 1997 with
respect to the Named Executive Officers:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1) LONG-TERM
-------------------------- COMPENSATION
AWARDS
SECURITIES ALL
FISCAL UNDERLYING OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(#) COMPENSATION(2)
- - --------------------------- ---- ------ ----- ----------- ------------
<S> <C> <C> <C> <C> <C>
Allen T. McInnes............... 1997 $285,000 $ 82,000 300,000 $3,025
President and Chief
Executive Officer 1996 213,750(3) 100,000 300,000 2,138
Paul D. Coombs................. 1997 $197,004 $120,000 100,000 $4,750
Executive Vice President ...... 1996 187,000 112,326 75,000 2,250
1995 184,828 108,116 0 2,250
Geoffrey M. Hertel............. 1997 $191,004 $ 70,670 100,000 $2,954
Executive Vice President....... 1996 182,000 71,526 75,000 0
Chief Financial Officer........ 1995 181,083 101,228 0 0
Raymond D. Symens.............. 1997 $159,167 $ 44,800 0 $4,678
Senior Vice President .........
Fred K. Vogt (4) .............. 1997 $ 31,667 $ 20,000 100,000 0
Senior Vice President
Thomas H. Wentzler (5)......... 1997 $202,000 $ 0 0 $4,750
Executive Vice President ...... 1996 202,000 58,014 75,000 2,250
1995 199,824 80,000 0 2,250
</TABLE>
(1) During the years ended December 31, 1995, 1996 and 1997 none of the
Named Executive Officers received perquisites or other personal
benefits that exceeded the lesser of $50,000 or 10% of the total annual
salary and bonus for such individual.
(2) Represents employer matching contributions under the Company's 401(k)
Retirement Plan.
(3) Mr. McInnes was initially employed as President and Chief Executive
Officer on April 1, 1996.
(4) On September 23, 1997, Mr. Vogt was hired as Senior Vice President,
at an annual salary of $190,000.
(5) Mr. Wentzler resigned as an officer and director effective July 28,
1997.
Employment Agreements. Mr. McInnes and the Company entered into an
employment agreement, effective April 1, 1996, with a term of four years that
provides for a base salary of $285,000. Under the agreement, Mr. McInnes is
entitled to participate in the Company's Incentive Compensation Program and the
Company's other employee benefit plans, and he is entitled to certain other
benefits. In the event of a change of control of the Company (as defined in the
agreement), Mr. McInnes may be entitled to the then remaining benefits under the
agreement. Under the agreement, Mr. McInnes may not compete with the Company in
any business in a specified geographic area, and he agreed to certain other
covenants designed to protect the Company against any such competition.
401(k) Plan. Under the TETRA Technologies, Inc. 401(k) Retirement Plan
(the "401(k) Plan"), eligible employees may contribute on a pre-tax basis up to
15% of their compensation, subject to an annual maximum established under the
Internal Revenue Code. The Company makes a matching contribution under the
401(k) Plan equal to 50% of the first 6% of a participant's annual compensation
that is contributed to the 401(k) Plan. As of December 31, 1997, approximately
66% of all eligible employees had elected to participate in the 401(k) Plan.
-8-
<PAGE> 11
STOCK OPTIONS
The following information concerns individual grants of stock options
made during the last fiscal year to the Named Executive Officers:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERCENT
NUMBER OF OF TOTAL
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS EMPLOYEES PRICE EXPIRATION GRANT DATE
NAME GRANTED(#) IN FISCAL YEAR ($/SHARE) DATE THEORETICAL VALUE(2)
- - ---- ---------- -------------- --------- ---- --------------------
<S> <C> <C> <C> <C> <C>
Allen T. McInnes........... 300,000 (1) 42.34% $25.00 09/26/05 $3,606,000
Paul D. Coombs............. 100,000 (1) 14.11% $25.00 09/26/05 $1,202,000
Geoffrey M. Hertel......... 100,000 (1) 14.11% $25.00 09/26/05 $1,202,000
Raymond D. Symens.......... - - - - -
Fred K. Vogt............... 50,000 7.06% $22.00 09/26/07 $481,000
50,000 (1) 7.06% $25.00 09/26/05 $601,000
Thomas H. Wentzler......... - - - - -
</TABLE>
- - --------------------------------------------
(1) Performance option that vests in full in five years from grant date,
subject to earlier vesting as follows: (i) in the event the market
value per share of Common Stock is greater than or equal to 150% of the
exercise price for a period of at least 20 consecutive trading days,
50% of the shares underlying such option vest immediately and (ii) in
the event the market value per share of Common Stock is greater than or
equal to 200% of the exercise price for a period of at least 20
consecutive trading days, the remaining 50% of the shares underlying
such option vest immediately. Vested options must be exercised within
three years of vesting, and, in general, no more than 100,000 vested
options may be exercised in any 90 day period.
(2) The theoretical values on grant date are calculated under the
Black-Scholes Model. The Black-Scholes Model is a mathematical formula
used to value options traded on stock exchanges. This formula considers
a number of factors to estimate the options's theoretical value,
including the stock's historical volatility and dividend rate, the
exercise period of the option, and interest rates. The grant date
theoretical value above assumes a volatility of 39%, a dividend yield
of 0.0%, a 6.00% risk free rate of return, and an exercise six years
after the grant date.
-9-
<PAGE> 12
The following table shows all exercises of stock options during the
last fiscal year by the Named Executive Officers of the Company and the fiscal
year-end value of unexercised options:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS HELD OPTIONS
AT FISCAL YEAR-END AT FISCAL YEAR-END ($)(1)
------------------------------ ----------------------------
SHARES
ACQUIRED ON VALUE
EXERCISE REALIZED NOT NOT
NAME (#) ($) EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
- - ---- ------------ -------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Allen T. McInnes............ 0 0 274,464 334,536 $1,248,889 $ 149,302
Paul D. Coombs.............. 0 0 96,998 164,002 $1,031,316 $ 364,872
Geoffrey M. Hertel.......... 0 0 90,665 163,335 $1,099,050 $ 355,325
Raymond D. Symens........... 5,016 $90,284 16,466 14,852 $ 161,702 $ 98,256
Fred K. Vogt................ 0 0 0 100,000 $ 0 $ 0
Thomas H. Wentzler.......... 87,720 $1,622,100 13,998 64,002 $ 127,129 $ 364,872
</TABLE>
- - ------------------------
(1) Computed based on the difference between aggregate fair market and
aggregate exercise price. The fair market value of the Company's Stock
on December 31, 1997 was $21.1875 based on the average of the high and
low sales prices on the New York Stock Exchange on that date.
MANAGEMENT COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There are no transactions or relationships required to be disclosed
under this section.
MANAGEMENT AND COMPENSATION COMMITTEE REPORT
The Management and Compensation Committee, which is composed of outside
Directors of the Company, establishes overall management compensation for the
Company and is responsible for investigating, determining and awarding
compensation to be paid to the Company's senior executive officers, including
grants under the Company's stock option plans. In order to make such
determinations, each year the Committee evaluates (i) the Company's performance
relative to its annual objectives, (ii) the Company's performance relative to
changes in the industry (i.e., performance relative to the opportunities
available), and (iii) each senior executive officer's contribution to the
Company's achievements during the year.
The basic objectives of the senior executive compensation program are
to:
o Enable the Company to attract, retain, motivate and reward
high caliber senior executive officers to manage the
Company's diverse, interconnected businesses;
o Inspire the senior executive officers to work as a team to
innovatively and aggressively pursue Company goals,
including its multifaceted growth plan;
o Encourage the senior executive officers to analyze and make
improvements to the Company's business systems in order to
carry operations to higher levels of achievement and
efficiency;
o Emphasize "pay for performance" by having a significant
portion of the senior executive officers' total compensation
"at risk" in the form of incentive compensation; and
o Align the long-term interests of the senior executive
officers with those of the Company's stockholders through
the use of stock options as a portion of compensation and
thereby encourage the achievement of performance objectives
that enhance stockholder value on a continuing basis.
-10-
<PAGE> 13
The Committee monitors general industry conditions, changes in
regulations and tax laws, and other developments that may require modifications
of the senior executive compensation program in order to ensure the program is
properly structured to achieve its objectives. The Company's senior executive
compensation program currently is comprised of three major components: base
salary, annual incentive bonuses, and longer term incentive stock options.
Base Salaries. Base salaries for each of the Company's senior executive
officers are determined on an individual basis, taking into consideration the
performance of the individual and his contributions to the Company's
performance, the length of service of the individual with the Company,
compensation by industry competitors for comparable positions, internal equities
among positions, and general economic conditions. Although no specific weight is
assigned to these factors, the Committee generally targets the mid-point range
of salary levels paid within the industry as a primary consideration in setting
base salaries. In order to determine salary levels paid within the industry, the
Committee reviews various industry surveys and proxy information of its
competitors and, from time to time, consults with independent compensation
consulting firms. The Committee gives serious consideration to the
recommendations of the Chief Executive Officer with regard to the salaries to be
paid to the senior executive officers. The Committee believes that maintaining a
competitive base salary structure is vital to attract and retain talented
executives and that optimal performance is encouraged through the use of
incentive programs, such as annual incentive compensation and stock option
plans, thereby furthering the goal of having "at risk" compensation as an
important component of the executive compensation program.
Annual Incentive Compensation. In addition to their base salaries, each
of the Company's senior executive officers (in addition to other key employees)
is eligible to earn an annual incentive payment under the Company's Incentive
Compensation Program, depending on (i) the extent to which the Company (and the
applicable Division, if any) achieves its earnings per share goal for the
applicable year and (ii) such individual achieving his or her individual goals,
which typically include various operating, financial and strategic goals (such
as achievement of divisional earnings or other financial targets and successful
completion of major projects) that are considered to be important to the
Company's long- or short-term success. Individual goals are not specifically
weighted in the determination of whether to award annual incentive payments to
the senior executive officers. The Incentive Compensation Program has six levels
of participation, each of which represents maximum amounts of incentive
compensation that may be awarded (expressed as a percentage of base pay), based
on the extent to which the Company achieves it earnings goal. Senior executive
officers participate in the top two levels. After a year-end review of corporate
and divisional achievements and the personal achievement of the applicable
individual goals, the Chief Executive Officer determines the amount of the
annual incentive payment, if any, that he recommends be awarded to each senior
executive officer. Such review includes the Chief Executive Officer's subjective
evaluation of factors that include the extent to which the goals were achieved
by the senior executive officers. The Committee reviews, makes changes if
desired, and approves such payments to the senior executive officers. Two
hundred and forty-seven employees of the Company received payments under the
Incentive Compensation Program in 1997, including each of the senior executive
officers (other than Mr. Wentzler). (See above under "Compensation of Executive
Officers", "Summary Compensation Table".)
Stock Options. For many years the Company has used stock options as its
long-term incentive program for senior executive officers and other key
employees. Stock options are used in order to relate the benefits received by
the senior executive officers and key employees to the amount of appreciation
realized by the stockholders over comparable periods. The Committee administers
the Company's stock option plans, taking into consideration the recommendations
of the Chief Executive Officer with regard to specific option grants. Stock
options are generally granted every 12 to 18 months. Stock options other than
"Performance Options" (discussed below) are usually granted at exercise prices
not less than the market value of the stock on the date of the grant. In
general, 20% of options vest one year after the date of grant and the remainder
of the options vests ratably over the next four years (assuming continued
employment). As a result, no options have any realizable value unless the
optionee remains employed by the Company and the Company's stock appreciates in
value over the exercise price. Termination of employment triggers a requirement
that the options be exercised or forfeited. All stock options are
non-transferable. Stock options provide the senior executive officers and other
key employees the opportunity to acquire and build a meaningful ownership
interest in the Company and, therefore, closely align the their interests with
those of the stockholders.
-11-
<PAGE> 14
Performance Based Stock Options. The Plan also permits the
issuance of options (the "Performance Options") that are subject to early
vesting only if the price of the Common Stock increases significantly.
Performance Options include the following special terms and conditions:
O The Exercise Price is the greater of (i) $25.00 per share or
(ii) the Market Value Per Share on the Grant Date
O These options vest in full no less than five years from the
Grant Date (assuming that the option holder is still employed
by the Company), subject to earlier vesting as follows:
O Fifty percent of each such option vests immediately
if the Market Value Per Share is equal to or
greater than 150% of the Exercise Price for a
period of at least 20 consecutive trading days; and
O The remaining fifty percent vests immediately if
the Market Value Per Share is equal to or greater
than 200% of the Exercise Price for a period of at
least 20 consecutive trading days
O These options are immediately exercisable upon vesting;
provided, however, that no more than 100,000 shares of Common
Stock may be exercised by any individual after vesting in any
90 day period, except in the event of the death, incapacity
or termination of employment of the holder or the occurrence
of a Corporate Change.
O Such options must be exercised within three years of vesting
or else they expire.
For example, if the closing price per share of the Common Stock is at
or below $25.00 on the date of grant of any of such options, the exercise price
will be $25.00 per share. Therefore, early vesting of 50% of such options would
not occur until the closing price per share is at least $37.50 per share for 20
consecutive trading days, and the remaining 50% of such options would not vest
early unless the closing price per share is at least $50.00 per share for 20
consecutive trading days.
The Committee believes that such options will be powerful incentives to
such senior executive officers to bring their full talents and energies to bear
to accomplish the significant increases in stockholder values that vesting
requires, within the option period. In 1997, the Committee approved grants of
Performance Options to Messrs. McInnes, Coombs, Hertel and Vogt. (See above
under "Summary Compensation Table" and "Stock Options" for details of these
option grants.)
Compensation of the Chief Executive Officer. Mr. McInnes is employed
pursuant to the terms of a four year employment agreement entered into in 1996
in connection with his initial hiring. Under his employment agreement, Mr.
McInnes is paid a base salary of $285,000 per year, subject to review by the
Committee from year to year and increase if merited. Under the Incentive
Compensation Program, since the Company achieved in excess of 80% but less than
90% of its earnings per share goal for 1997, the Committee considered the
Company's record revenues and earnings and Mr. McInnes' achievement of his
individual goals, including his development of new operational systems for the
Company and his recruitment of additional senior management personnel, in
awarding him a bonus of $82,000 on an exception basis. If the Company had
achieved 100% of its earnings per share goal for 1997, Mr. McInnes would have
been entitled to a maximum bonus of $122,550.
Submitted by the Management and Compensation Committee
of the Board of Directors in March 1998,
Tom H. Delimitros, Chairman
Stephen T. Harcrow
Kenneth P. Mitchell
-12-
<PAGE> 15
This report and the Performance Graph set forth below have been
prepared for inclusion in the proxy materials to be provided to the stockholders
of the Company in anticipation of the Annual Meeting of Stockholders to be held
May 15, 1998 and not for inclusion in any other filing required under the
Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Exchange
Act"), except to the extent the Company specifically incorporates such
information by reference into a filing under either of such Acts. This Report is
not to be considered "soliciting materials" as that term is used in the proxy
rules of the Securities and Exchange Commission.
INSIDER STOCK SALES
The Company acknowledges that sales of Common Stock by the Company's
insiders will occur periodically. In particular, the Company believes that its
insiders who have a significant portion of their net worth in Common Stock may
desire to diversify their investment portfolio over time. The Company has
established an insider trading policy for insider transactions. This policy is
designed to help ensure compliance with the federal securities laws and allow
the anticipated periodic sales to occur in an orderly fashion, typically within
a window period following the release of quarterly financial data. The insider
trading policy also prohibits directors, officers and employees of the Company
from purchasing securities of the Company on margin or in short sales and from
buying or selling puts, calls or options involving securities of the Company
(other than employee stock options). All directors, executive officers and
employees owning more than 5% of any class of securities of the Company are
required to limit transactions in Company securities to certain specified
"window" periods and they are generally prohibited from selling more than 25% of
the amount of Company securities individually owned in any 12 month period.
-13-
<PAGE> 16
PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG TETRA TECHNOLOGIES, INC., THE S & P 500 INDEX,
THE NASDAQ STOCK MARKET (U.S.) INDEX AND A PEER GROUP
12/92 12/93 12/94 12/95 12/96 12/97
------- ------- ------- ------- ------- -------
TETRA TECHNOLOGIES, INC. 100.00 86 144 211 306 255
Peer Group 100.00 100 98 123 153 179
S & P 500 100.00 110 112 153 189 252
NASDAQ STOCK MARKET (U.S.) 100.00 115 112 159 195 240
* Value of $100 invested on December 31, 1992 in indicated stock or index;
including reinvestment of dividends; fiscal year ending December 31.
The Peer Group consists of the following companies:
Albemarle Corporation Minerals Technologies Inc.
Amcol International Corporation NewPark Resources, Inc.
Bemis Inc. Oil-Dri Corp of America
BetzDearborn, Inc. OM Group, Inc.
Calgon Carbon Corporation Omega Environmental, Inc.
Chemed Corporation Pall Corporation
Cytec Industries, Inc. Quaker Chemical Corporation
Dekalb Genetics Corporation Raychem Corporation
Ferro Corporation Scotts Company
Geon Company Stephan Company
The GNI Group, Inc. Sybron Chemicals, Inc.
International Technology Corp. SynAlloy Corporation
Lilly Industries, Inc. Witco Corporation
The following companies, each of which was included in the Company's
Peer Group used for the Performance Graph contained in the Company's definitive
proxy statement which involved the election of the Company's directors in 1997,
are no longer part of the Peer Group, since their stocks are no longer publicly
traded: Allwaste, Inc., Mid-American Waste Systems, Inc., Petrolite Corporation
and Western Waste Industries.
-14-
<PAGE> 17
===============================================================================
PROPOSAL 2. APPROVAL OF AUDITORS
===============================================================================
Proposal 2 requests stockholder approval of the Board of Directors
appointment of the firm of Ernst & Young LLP as the Company's independent
auditors for the year ending December 31, 1998. Representatives of Ernst & Young
LLP are expected to be present at the Annual Meeting of Stockholders and will
have an opportunity to make a statement if they desire and to respond to
appropriate questions from those attending such meeting. Ernst & Young LLP has
served as independent auditors for the Company since 1981.
===============================================================================
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
===============================================================================
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of the Common Stock, to
file initial reports of ownership and reports of changes in ownership of Common
Stock (Forms 3, 4 and 5) with the Securities and Exchange Commission (the "SEC")
and with the New York Stock Exchange. Executive officers and directors and
greater than 10% stockholders are required by SEC regulations to furnish the
Company with copies of all such forms they file.
To the Company's knowledge, based solely on the Company's review of the
copies of such reports received by the Company and on written representations by
certain reporting persons that no reports on Form 5 were required, the Company
believes that during the fiscal year ended December 31, 1997, all Section 16(a)
filing requirements applicable to its executive officers and directors and 10%
stockholders were complied with in a timely manner.
===============================================================================
PROPOSALS OF STOCKHOLDERS
===============================================================================
A proposal of a stockholder intended to be presented at the Company's
1999 Annual Meeting of Stockholders must be received at the Company's principal
executive offices no later than December 1, 1998 if the stockholder making the
proposal desires such proposal to be considered for inclusion in the Company's
proxy statement and form of proxy relating to such meeting. Additionally, the
Bylaws of the Company provide that a stockholder may nominate directors only if
written notice complying with the provisions set forth in the Bylaws is
delivered to the Company by such stockholder 80 days in advance of an annual
meeting or within ten days after the date of notice by the Company of a special
meeting involving the election of directors.
===============================================================================
ADDITIONAL FINANCIAL INFORMATION
===============================================================================
Stockholders may obtain additional financial information of the Company
for the year ended December 31, 1997 from the Company's Annual Report on Form
10-K filed with the Securities and Exchange Commission. A copy of the Annual
Report on Form 10-K may be obtained without charge by written or oral request to
Carole K. Bishop, Manager, Investor Relations, TETRA Technologies, Inc., 25025
IH-45 North, 6th Floor, The Woodlands, Texas 77380, telephone (281) 367-1983.
This copy will be sent via first class mail or equally prompt means within one
business day of receipt of such request.
-15-
===============================================================================
OTHER MATTERS
===============================================================================
The Board of Directors has at this time no knowledge of any matters to
be brought before the annual meeting other than those referred to above.
However, if any other matters properly come before the annual meeting, it is the
intention of the persons named in the accompanying proxy to vote said proxy in
accordance with their best judgment on such matters.
A certified copy of the list of stockholders as of the record date of
March 20, 1998 will be available for stockholder inspection at the Company's
office ten days prior to the meeting date of May 15, 1998.
By Order of the Board of Directors,
/s/ BASS C. WALLACE, JR.
BASS C. WALLACE, JR.
Corporate Secretary
March 23, 1998
The Woodlands, Texas
-16-
<PAGE> 18
PROXY PROXY
TETRA TECHNOLOGIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING OF STOCKHOLDERS MAY 15, 1998
The undersigned hereby constitutes and appoints BASS C. WALLACE, JR. and
PAUL D. COOMBS, and each or either of them, lawful attorneys and proxies of the
undersigned, each acting alone with full power of substitution, for and in the
name, place and stead of the undersigned, to attend the annual meeting of
stockholders of TETRA Technologies, Inc., (herein the "Company") to be held at
The Woodlands Executive Conference Center and Resort, 2301 North Millbend Drive,
The Woodlands, Texas 77380 on the 15th day of May 1998 at 11:00 a.m., Central
Daylight Savings Time, and any adjournments(s) thereof, with all powers the
undersigned would possess if personally present and to vote thereat, as provided
on the reverse side of this card, the number of shares the undersigned would be
entitled to vote if personally present.
1. Election of Directors:
[ ] FOR all nominees listed, except as indicated to the contrary below
[ ] WITHHOLD AUTHORITY to vote for election of all nominees
NOMINEES: Tom H. Delimitros, Stephen T. Harcrow, Geoffrey M. Hertel
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that person's name in the space provided below.
- - -------------------------------------------------------------------------------
2. To approve the appointment of Ernst & Young LLP as the Company's independent
auditors for the year 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(CONTINUED, AND TO BE SIGNED ON REVERSE SIDE)
<PAGE> 19
Every properly signed proxy will be voted in accordance with the
specification made thereon. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2. All prior proxies are hereby revoked.
This Proxy will also be voted in accordance with the discretion of the
proxies or proxy on any other business. Receipt is hereby acknowledged of the
Notice of Annual Meeting and Proxy Statement of the Company dated March 24,
1998.
Dated __________________________________ , 1998
_______________________________________________
Signature of Shareholder
_______________________________________________
Signature of Shareholder
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.
PLEASE MARK, SIGN, DATE AND RETURN IMMEDIATELY
