<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
HAWKINS ENERGY CORPORATION
- --------------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
/ / 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>
HAWKINS ENERGY CORPORATION
Twenty East Fifth Street, Suite 1500
Tulsa, Oklahoma 74103
________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 29, 1996
________________________
TO THE STOCKHOLDERS OF HAWKINS ENERGY CORPORATION:
The Annual Meeting of Stockholders of Hawkins Energy Corporation, an
Oklahoma corporation (the "Company"), will be held in the Green Room, Ninth
Floor of Bank of Oklahoma Tower, One Williams Center, Tulsa, Oklahoma, on
Wednesday, May 29, 1996, at 10:00 a.m., local time, for the following
purposes:
(1) To elect two Class I Directors for a three-year term expiring in
1999;
(2) To approve the Hawkins Energy Corporation Director Stock Option
Plan;
(3) To approve the amended and restated Employee Stock Option Plan;
(4) To ratify the selection of Coopers & Lybrand, Tulsa, Oklahoma, as
independent auditors for the Company for its fiscal year 1996; and
(5) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 12, 1996
as the record date for the determination of stockholders entitled to notice
of and to vote at the Annual Meeting or any adjournment(s) thereof. Only
stockholders of record at the close of business on the record date are
entitled to notice of and to vote at the Annual Meeting.
The Company's Proxy Statement and Annual Report are submitted herewith.
By Order of the Board of Directors
LYNNWOOD R. MOORE, JR.
SECRETARY
Tulsa, Oklahoma
April 26, 1996
- -------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO DATE, SIGN
AND PROMPTLY RETURN YOUR ENCLOSED PROXY CARD SO THAT YOUR SHARES MAY BE VOTED
IN ACCORDANCE WITH YOUR WISH AND IN ORDER THAT THE PRESENCE OF A QUORUM MAY
BE ASSURED. THE GIVING OF SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE IT
LATER OR VOTE YOUR SHARES IN PERSON IN THE EVENT YOU SHOULD ATTEND THE
MEETING.
- -------------------------------------------------------------------------------
<PAGE>
HAWKINS ENERGY CORPORATION
TWENTY EAST FIFTH STREET, SUITE 1500
TULSA, OKLAHOMA 74103
________________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 29, 1996
________________________
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the management and Board of Directors of Hawkins Energy
Corporation (the "Company") to be used at the Annual Meeting of Stockholders
to be held Wednesday, May 29, 1996, at 10:00 a.m., local time, in the Green
Room, Ninth Floor of Bank of Oklahoma Tower, One Williams Center, Tulsa,
Oklahoma and all adjournment(s) thereof, for the purposes set forth in the
attached Notice of Annual Meeting. The Company's executive offices are
located at Twenty East Fifth Street, Suite 1500, Tulsa, Oklahoma 74103. The
approximate date upon which this Proxy Statement and the form of proxy are
being mailed to stockholders is April 26, 1996.
EXPENSES OF SOLICITATION
The expense in connection with the solicitation of proxies, including
the cost of preparing, handling, printing and mailing the Notice of Annual
Meeting, Proxy Statement and form of proxy, have been or will be borne by the
Company. The Company may reimburse banks, brokerage houses and other
custodians, nominees and fiduciaries for reasonable expenses incurred in
sending proxy material to their principals to obtain authorization for the
execution of proxies.
Directors, officers and other employees of the Company may solicit
proxies personally, by telephone or telegram, from some stockholders if
proxies are not received promptly.
QUORUM AND VOTE REQUIRED
The presence, in person or by proxy, of a majority of the outstanding
shares of Common Stock of the Company is necessary to constitute a quorum at
the Annual Meeting. The affirmative vote of the holders of a majority of the
shares of Common Stock represented in person or by proxy at the Annual
Meeting is required to elect directors, approve the Hawkins Energy
Corporation Director Stock Option Plan, approve the amended and restated
Employee Stock Option Plan and ratify the selection of the independent
auditors. Abstentions from voting, which may be specified on all proposals
except the election of directors, will be treated as shares that are present
for purposes of determining a quorum and will be included for purposes of
determining whether the requisite number of affirmative votes are received on
any matters submitted to the stockholders for a vote. Accordingly, an
abstention will have the same effect as a vote against any such matters. If
a broker indicates on the proxy that it does not have discretionary authority
as to certain shares to vote on a particular matter, those shares will not be
considered as present with respect to that matter and will have no effect on
the outcome of such vote, however, they will be treated as shares that are
present for purposes of determining the presence of a quorum.
REVOCABILITY OF PROXIES
The form of proxy enclosed is for use at the Annual Meeting if a
stockholder is unable to attend or does not desire to vote in person. At any
time before the shares represented by the proxy are voted at the Annual
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Meeting, the stockholder may revoke the proxy by delivering to the Secretary
of the Company a written revocation of the proxy, by delivering a later dated
proxy, or by voting in person while in attendance at the Annual Meeting.
MANNER OF VOTING PROXIES
The accompanying proxy card is designed to permit each stockholder of
record at the close of business on April 12, 1996 to vote in the election of
directors, the approvals of the Director Stock Option Plan and Employee Stock
Option Plan, and the ratification of the selection of the Company's
independent auditors for 1996. With respect to the election of directors,
the proxy card provides space for stockholders to vote in favor of all
nominees or withhold their votes for any specific or all nominees for the
Board of Directors.
All shares represented by valid proxies received prior to the meeting,
and not revoked, will be voted in accordance with the instructions on the
proxy. If the proxy is signed and returned to the Company, but no
instructions are given, it is intended that the proxy will be voted FOR the
Board of Directors' nominees, approval of the Director Stock Option Plan and
of the amended and restated Employee Stock Option Plan and the ratification
of the selection of the independent auditors for the Company. Although the
Board of Directors does not contemplate that any of its nominees will be
unavailable for election, in the event of a vacancy in the slate of nominees
it is presently intended that the proxy will be voted for the election of a
nominee who will be selected by the Board of Directors. As to any other
business that may properly come before the meeting, including all matters
incident to the conduct of the meeting, it is intended that the proxy will be
voted in respect thereof in accordance with the judgment of the person voting
the proxies.
STOCKHOLDER PROPOSALS FOR 1997 MEETING
Under the rules of the Securities and Exchange Commission, in order to
be considered for inclusion in the Company's proxy statement relating to the
1997 Annual Meeting of Stockholders, a stockholder proposal must be received
by the Company at its principal offices, Twenty East Fifth Street, Suite
1500, Tulsa, Oklahoma 74103, addressed to the Secretary of the Company, on
or before December 27, 1996.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS THEREOF
At the close of business on March 22, 1996, there were 12,980,668 issued
and outstanding shares of the Common Stock (exclusive of 68,567 shares held
in treasury), par value $.01 per share (the "Common Stock"), of the Company.
Each holder of Common Stock is entitled to one vote per share on all matters.
There is no other class of securities of the Company entitled to vote at the
meeting. Only stockholders of record at the close of business on April 12,
1996, will be entitled to vote at the Annual Meeting.
The following table sets forth certain information, as of March 6, 1996,
regarding the ownership of the Company's Common Stock by (i) all persons who
were known by the Company to be beneficial owners of more than five percent
of the outstanding shares of Common Stock, (ii) each director and nominee for
director, (iii) each executive officer named in the Summary Compensation
Table below, individually, and (iv) all the directors and executive officers
of the Company as a group. Unless otherwise noted, the persons named below
have sole voting and investment power with respect to such shares.
2
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<TABLE>
<CAPTION>
NAME AND ADDRESS OF PERCENT
BENEFICIAL OWNER NUMBER OF SHARES OF CLASS
---------------- ---------------- ---------
<S> <C> <C>
Hawkins Oil & Gas, Inc ..... 1,296,582(1) 9.99%
400 S. Boston, Suite 800, Tulsa, OK 74103 direct and indirect
R.P. Gregory, Jr............ 3,037,251(2) 23.40%
7575 San Felipe, Suite 350, Houston, TX 77063 indirect
Charles M. Butler, III ..... 160,000(3) 1.23%
direct
James F. Hawkins, Jr. ...... 1,357,443(4) 10.42%
direct and indirect
John B. Hawkins ............ 1,414,534(5) 10.81%
direct and indirect
Clifford S. Lewis .......... 119,935(6) *
direct and indirect
Donald C. Nejedly .......... 35,000(7) *
direct
Thomas F. Ostrye ........... 116,347(8) *
direct and indirect
Don E. Smith ............... 952,183(9) 7.31%
direct and indirect
David J. Parsons ........... 39,203(10)
direct and indirect *
All Directors and Executive Officers
as a Group (9 Persons) 2,898,063(11) 21.51%
</TABLE>
- -----------------
* Less than 1%
(1) Includes 40,319 shares attributable to Hawkins Oil & Gas, Inc.'s general
partner interest in HX 1986, 19,522 shares attributable to its general
partner interest in Hawkins Exploration and 47,393 shares attributable to
the Hawkins Oil & Gas, Inc. Profit Sharing Plan.
(2) Includes 3,037,251 shares which are held of record by Gregory & Cook, Inc.,
but of which Mr. Gregory, as the majority owner of Gregory & Cook, Inc.,
has the power to direct the voting and disposition of such shares.
(3) Includes 35,000 shares which may be acquired upon the exercise of presently
exercisable options.
(4) Includes 50,000 shares which may be acquired upon the exercise of presently
exercisable options and 1,296,582 shares owned directly and indirectly by
Hawkins Oil & Gas, Inc., but which are also attributable to each of James
F. Hawkins, Jr. and John B. Hawkins based on their individual ownership of
the common stock of Hawkins Oil & Gas, Inc.
(5) Includes 105,000 shares which may be acquired upon the exercise of
presently exercisable options, 1,296,582 shares owned directly and
indirectly by Hawkins Oil & Gas, Inc., but which are also attributable to
each of James F. Hawkins, Jr. and John B. Hawkins based on their individual
ownership of the common stock of Hawkins Oil & Gas, Inc., and 11,634 shares
held by the Hawkins Energy Corporation 401(k) Plan (the "401(k) Plan") and
allocated to the account of John B. Hawkins.
(6) Includes 90,000 shares which may be acquired upon the exercise of presently
exercisable options, and 29,935 shares held by the 401(k) Plan and
allocated to the account of Mr. Clifford S. Lewis.
(7) Includes 35,000 shares which may be acquired upon the exercise of currently
presently exercisable options.
3
<PAGE>
(8) Includes 100,000 shares which may be acquired upon the exercise of
presently exercisable options, and 14,545 shares held by the 401(k) Plan
and allocated to the account of Mr. Thomas F. Ostrye.
(9) Includes 40,000 shares which may be acquired upon the exercise of presently
exercisable options, and 12,790 shares held by the 401(k) Plan and
allocated to the account of Mr. Don E. Smith
(10) Includes 35,000 shares which may be acquired upon the exercise of presently
exercisable options, and 4,203 shares held by the 401(k) Plan and allocated
to the account of Mr. David J. Parsons.
(11) Includes 490,000 shares which may be acquired upon the exercise of
presently exercisable options and 73,107 shares held by the 401(k) Plan and
allocated to the accounts of such individuals.
MATTERS TO BE BROUGHT BEFORE THE MEETING
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes - Class I, Class
II, and Class III - with each class being as equal in size as possible and
with the term of each class ending in successive years. There are currently
eight members of the Board of Directors. The terms of those Directors
currently serving as members in Class I, James F. Hawkins, Charles M. Butler,
III and David J. Parsons, expire at the Annual Meeting. Messrs. Butler and
Parsons have been nominated for reelection to serve as Class I Directors.
The terms of those persons currently serving as Class II Directors and Class
III Directors will expire at the annual meeting of stockholders to be held in
1997 and 1998, respectively.
The Board of Directors urges you to vote FOR the Board of Directors'
nominees. Proxies solicited hereby will be so voted unless stockholders
specify otherwise in their proxies.
INFORMATION CONCERNING NOMINEES
The following table sets forth information with respect to each nominee
for election to the Company's Board of Directors.
Year Term
Position the Company and Principal Occupation To Expire
Nominee & Age or Employment for the Last Five Years and Class
- ------------- --------------------------------------------- ---------
Charles M. Butler, III Member of the Audit and Human Resources 1999
Age 53 Committees of the Board of Directors; (Class I)
Self-employed as a financial and regulatory
consultant.
David J. Parsons Director, Vice President of Equity 1999
Age 41 Compressors, Inc. (Class I)
Mr. Butler has served the Company as a Director since the Company's
inception in 1989. He is presently self employed as a financial and
regulatory consultant in Houston, Texas, and previously was a Senior Vice
President of Kidder, Peabody & Co., Inc. Prior to that, he was Chairman of
the Federal Energy Regulatory Commission (1981-1983); Administrative
Assistant to Senator John Tower (1979-1981); Corporate Counsel to American
Natural Service Company (1976-1979); and he has served in several capacities
as an attorney. He holds a B.A. Degree in Economics from the University of
Houston and a J.D. from the University of Texas, where he earned Order of the
Coif Honors.
Mr. Parsons has been Director since June 1993 and Vice President of
Mid-South since 1990. From 1984 to 1990 he worked as Senior Accountant for
Nicholson & Company, P.A. in Mississippi. Mr. Parsons holds a B.S. Degree in
Business Administration from University of Southern Mississippi and is a
Certified Public Accountant.
4
<PAGE>
INFORMATION CONCERNING CONTINUING DIRECTORS
The following table sets forth information with respect to the directors
who will continue to serve as directors of the Company until the expiration of
their terms at the times indicated.
Year Term
Position the Company and Principal Occupation To Expire
Nominee & Age or Employment for the Last Five Years and Class
- ------------- --------------------------------------------- ---------
John B. Hawkins Member of Human Resources Committee of the 1997
Age 49 Board of Directors; President and Chief (Class II)
Executive Officer of Hawkins Oil & Gas,
Inc.
Clifford S. Lewis Director; Vice President and Chief 1998
Age 41 Financial Officer of Hawkins Oil & Gas, (Class III)
Inc.
Donald C. Nejedly Member of the Audit and Human Resources 1997
Age 38 Committees of the Board of Directors; (Class II)
Branch Manager of A.G. Edwards & Sons;
formerly Vice President, Sales Manager and
Assistant Branch Manager of Kidder,
Peabody & Co., Inc.
Thomas F. Ostrye Chairman of the Board, President and 1998
Age 43 Treasurer and Member of the Audit and (Class III)
Human Resources Committees of the Board of
Directors; formerly Project/Administrative
Manager of Hawkins Oil & Gas, Inc.
Don E. Smith Director, President of Equity Compressors, 1997
Age 47 Inc. (Class II)
Mr. Lewis has served the Company as a Director since its inception in
1989. He also served as the Company's Vice President, Secretary and Treasurer
from the Company's inception through April 5, 1996. Mr. Lewis serves as Vice
President and Chief Financial Officer of Hawkins Oil & Gas, Inc. from 1988 to
present. Previously, he was employed by Hawkins Oil & Gas as Controller (1986
to 1988), as Manager of Financial Accounting (1984 to 1986), Senior Financial
Accountant (1981 to 1984) and by Arthur Young & Company (now Ernst & Young)
as Senior Accountant. He holds a B.S. Degree in Accounting and an M.B.A.
Degree from Kansas State University.
Mr. John Hawkins has been a Director since the formation of the Company
in 1989 serving as Chairman of the Board through November 1995. He is a
co-founder and President and Chief Executive Officer of Hawkins Oil & Gas,
Inc. Prior to joining a predecessor partnership of Hawkins Oil & Gas in
1974, he was a management consultant with the Chicago office of McKinsey and
Company and previously served as a Naval officer. He received an M.B.A.
Degree from the Harvard Business School and holds a B.A. Degree in Economics
from Rice University where he earned Phi Beta Kappa honors. Mr. Hawkins and
James F. Hawkins, a current Director whose term expires at the Annual
Meeting, are brothers.
Mr. Nejedly has served the Company as a Director since the Company's
inception in 1989. He is presently Branch Manager of A. G. Edwards & Sons in
San Francisco, California and was previously Vice President, Sales Manager
and Assistant Branch Manager of Kidder, Peabody & Co., Inc. in San Francisco
(1988 to 1990). From 1982 to 1988, he was the Western Region Marketing
Director, Asset Finance Direct Investment Group for Kidder, Peabody & Co.,
Inc. in San Francisco and Los Angeles, California. Previously, he was a
registered representative with Kidder, Peabody in Sacramento, California from
1979 until 1982. He holds a B.S. Degree in Finance from Santa Clara
University.
Mr. Ostrye has been President and Director since the formation of the
Company in 1989. He has served as Chairman of the Board since November 1995
and Treasurer since April 1996. He was employed by Hawkins Oil & Gas, Inc.
as Project/Administrative Manager (1987 to 1989), Project Manager (1985 to
1987) and as
5
<PAGE>
Exploration Manager (1984 to 1985). Previously, he served: Enstar Petroleum
Company, Oklahoma City, Oklahoma as Exploration Manager (1982 to 1984); C & K
Petroleum, Inc., Oklahoma City, Oklahoma and Midland, Texas as District
Geologist (1979 to 1982); and Marathon Oil Company, Midland, Texas as
Exploration Geologist (1975 to 1979). He holds a B.S. Degree in Geology from
State University College, Fredonia, New York and an M.A. Degree in Geology
from State University of New York, Buffalo, New York.
Mr. Smith has served as Director since June 1993. He is also founder
and President of Mid-South Compressors, Inc. in Columbia, Mississippi. From
1981 to 1985, he was the Branch Manager of Compressor Systems, Inc.
Previously, he was the founder and President of Oilfield Maintenance Service,
Inc. from 1974 to 1981, and Division Compressor Mechanic of Shell Oil Company
from 1967 to 1974.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS
The Company has standing Audit and Human Resources Committees of the
Board of Directors. Presently, the members of the Audit Committee are
Charles M. Butler, III, Donald C. Nejedly and Thomas F. Ostrye and the
members of the Human Resources Committee are Thomas F. Ostrye, John B.
Hawkins, Charles M. Butler, III and Donald C. Nejedly. The primary functions
of the Audit Committee are to monitor the Company's internal accounting
controls, review quarterly and annual financial information and review the
services and fees of the independent auditors. The Audit Committee met one
time during the fiscal year ended December 31, 1995. The primary functions
of the Human Resources Committee are to review and approve management's
recommendations concerning compensation of executive officers and certain
other employees and to administer the Hawkins Energy Corporation Employee
Stock Option Plan. The Human Resources Committee has the authority, in its
discretion, to select the eligible officers and employees to whom options
shall be granted and the number of shares of the Company's Common Stock to be
subject to such options. The Human Resources Committee also serves to
evaluate top management and their successors within the Company. The Human
Resources Committee met one time during the fiscal year ended December 31,
1995.
The Board of Directors met four times during fiscal 1995. All directors
were present for at least 75% of the aggregate of the meetings of the Board
of Directors and of the committees of the Board on which each director served.
CERTAIN RELATIONSHIPS AND INTEREST IN CERTAIN TRANSACTIONS
James F. Hawkins, Jr., John B. Hawkins and Clifford S. Lewis are
directors, officers and stockholders of Hawkins Oil & Gas, Inc., which owned
directly and indirectly 1,296,582 shares of Hawkins Energy stock at March 6,
1995.
Through December 31, 1995, the Company subleased its corporate office
space and leased certain assets (office and computer equipment) from Hawkins
Oil & Gas, Inc. at market rates. The Company occupied approximately 20% of
the office space currently occupied by Hawkins Oil & Gas, Inc. (about 3,500
total square feet). The Company paid Hawkins Oil & Gas, Inc. approximately
$44,000 during fiscal 1995 for the sublease of its office space and received
payment of $18,252 for other net general and administrative expenses.
Hawkins Oil & Gas, Inc. is charged for the time spent by any employee of the
Company who may from time to time perform work on its behalf. Hawkins Oil &
Gas operates 50 of the 66 wells in which the Company owns an interest. In
1995, the Company paid $110,000 to Hawkins Oil & Gas for production and
drilling overhead compensation. Hawkins Oil & Gas, Inc. leases compression
equipment from the Company. The rental revenues received by the Company were
$161,000 for the fiscal year 1995.
During fiscal year 1995, the Company leased compression equipment to
Flare, Inc., a corporation in which Don E. Smith and David J. Parsons were
executive officers and significant stockholders, and received revenues
therefrom in the amount of $67,000.
6
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
Certain information with respect to the following table sets forth all
compensation paid for services rendered in all capacities to the Company and
its subsidiaries during the fiscal years ended December 31, 1995, 1994 and
1993 to (a) the Company's chief executive officer and (b) each of the
Company's most highly compensated executive officers whose aggregate
compensation during the fiscal year ended December 31, 1995 exceeded $100,000.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------
ANNUAL COMPENSATION NUMBER OF
------------------------- SHARES
NAME AND PRINCIPAL FISCAL UNDERLYING OTHER
POSITION YEAR SALARY(1) BONUS OPTIONS COMPENSATION(2)
- ------------------ ---- --------- ----- ------- ---------------
<S> <C> <C> <C> <C> <C>
John B. Hawkins(3) 1995 $109,615 $ 0 0 $1,423
1994 $125,000 $ 5,000 75,000 $1,538
1993 $104,414 $15,000 0 $2,388
Thomas F. Ostrye 1995 $100,000 $ 0 0 $2,000
Chairman of the Board, 1994 $100,000 $ 5,000 65,000 $2,100
President 1993 $ 95,041 $15,000 0 $2,201
Clifford S. Lewis 1995 $100,000 $ 0 0 $2,000
1994 $100,000 $ 5,000 60,000 $2,100
1993 $ 89,833 $15,000 0 $2,097
Don E. Smith(4) 1995 $100,000 $ 0 0 $2,000
Vice President 1994 $ 98,414 $ 5,000 40,000 $2,068
1993 $ 53,846 $ 0 0 $ 0
</TABLE>
_____________________
(1) Includes all before-tax contributions to the Employee 401(k) Plan.
(2) Other compensation consists solely of employer contributions to the
Employee 401(k) Plan. Does not include the value of any perquisites
because the aggregate amount of such compensation does not exceed the
lesser of $50,000 or 10% of the total amount of annual salary and bonus for
any named individual.
(3) The 1995 amounts are through the resignation date in November 1995.
(4) Mr. Smith became an employee and executive officer of the Company on June
11, 1993.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth certain information with respect to
options exercised by the named executive officers of the Company during
fiscal 1995, and the number and value of unexercised options held by such
executive officers at the end of the fiscal year.
7
<PAGE>
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
SHARES UNDERLYING UNEXERCISED OPTIONS AT FISCAL YEAR END
ACQUIRED VALUE OPTIONS AT FISCAL YEAR END (#) ($)(1)
ON REALIZED ------------------------------ ---------------------------
NAME EXERCISE(#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John B. Hawkins 0 0 105,000 0 0 0
Thomas F. Ostrye 0 0 100,000 0 0 0
Clifford S. Lewis 0 0 90,000 0 0 0
Don E. Smith 0 0 40,000 0 0 0
</TABLE>
- ---------
(1) Market value of the underlying shares of Common Stock at the date of
exercise or fiscal year-end, as the case may be, minus the option exercise
price and multiplied by the applicable number of shares. The last sale
price for the Company's Common Stock as quoted on the Nasdaq Small Cap
Market on December 29, 1995, the last trading day of the fiscal year, was
$0.50.
CHANGE OF CONTROL AGREEMENT
On March 27, 1996, the Board of Directors approved a "Change of Control"
Agreement (the "Change Agreement") between the Company and Thomas F. Ostrye,
the Company's Chairman and President. The Company is exploring various
options to enhance the value of the Common Stock including possible
combinations with other companies to increase the market size of the
resulting entity. In the event the Company were to effect such a
combination, it is likely that there would be an elimination of duplicated
executive positions or that positions available in the resulting entity for
certain executives would not be consistent with the skills and past
responsibilities of those executives. The Company entered into the Change
Agreement with Mr. Ostrye to soften the potential impact of those
eventualities to Mr. Ostrye and to eliminate the possibility that those
eventualities might indirectly influence a review of a Company strategy. The
Change Agreement only becomes effective if there is a Change of Control of
the Company. A Change of Control is generally defined as the occurrence of
an event, such as a merger, whereby there is a substantial change in the
makeup of the Company' stockholders or directors. Under the Change
Agreement, if there is a Change of Control, and Mr. Ostrye is involuntarily
terminated other than for cause or other than by reason of death or
disability or if he voluntarily terminates after a reduction in his
compensation or responsibilities or a requested relocation, he will be
entitled to receive a final payment after his termination of employment in an
amount equal to his compensation, including bonuses, for the twelve months
immediately preceding his termination plus the value of employee benefits
received for that twelve month period.
DIRECTOR COMPENSATION
Directors of the Company who are not also employees of the Company are
paid an annual retainer fee of $6,000, payable quarterly, plus an additional
payment of $500 for each directors' and committee meeting attended in person
or held by means of conference telephone calls.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who own
more than ten percent of the Common Stock, to report their initial ownership
of the Common Stock and any subsequent changes in that ownership to the SEC,
and to furnish the Company with a copy of each such report. SEC regulations
impose specific due dates for such reports, and the Company is required to
disclose in this Proxy Statement any failure to file by these dates during
and with respect to fiscal 1995.
8
<PAGE>
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during and with respect to fiscal 1994, all Section
16(a) filing requirements applicable to its officers, directors and more than
ten percent stockholders were complied with.
APPROVAL OF THE HAWKINS ENERGY CORPORATION DIRECTOR STOCK PLAN
The Board of Directors of the Company has adopted the Hawkins Energy
Corporation Director Stock Plan (the "Director Plan") and has ordered it to
be submitted to the Company stockholders for their consideration and approval
at the Company's Annual Meeting of Stockholders. The Board of Directors of
the Company believes the approval of the Director Plan is in the best
interests of the Company and its stockholders, as such plan will assist in
attracting and retaining qualified directors and will furnish incentives to
such persons to use their maximum efforts to enhance the Company's growth and
the liquidity of the Company's Common Stock.
SUMMARY DESCRIPTION OF THE DIRECTOR PLAN
A total of 250,000 shares of Common Stock has been reserved for issuance
under the Director Plan. The Director Plan provides for the automatic grant
of stock options to directors of the Company who are not also officers or
employees of the Company (each, an "Eligible Director"). The Director Plan
is not subject to the provisions of the Employee Retirement Income Security
Act of 1974 and the options granted under the Director Plan will not be
"incentive stock options," as such term is defined in Section 422 of the
Code. Instead, such options will constitute "nonqualified options."
Upon approval of the Director Plan by the Company's stockholders, each
Eligible Director who does not own any options to purchase shares of Common
Stock will be granted an option to purchase either (i) 50,000 shares of
Common Stock, if such director at any time had been an employee of the
Company, or (ii) 17,500 shares of Common Stock, if such director has never
been an employee of the Company. The options granted under the Director Plan
upon its approval by the Company's stockholders are referred to as the "Base
Options." All of the Base Options will be fully vested upon their grant.
Also under the Director Plan, each Eligible Director will be granted options
to purchase 10,000 shares of the Common Stock on each date such director is
elected (commencing with the 1996 Annual Meeting) or appointed to the
Company's Board of Directors (the "Initial Options"). The Initial Options
will vest with respect to one-third of the shares of Common Stock as of the
date of grant and with respect to the remaining shares in two equal annual
installments on the anniversary date of the date of grant. On each
anniversary of each Eligible Director's election to the Board for the term as
a Director which he is currently serving, each Eligible Director will be
granted an option (an "Annual Option") entitling him to purchase 5,000 shares
of Common Stock. All of such Annual Options will be fully vested upon their
grant. Options granted under the Director Plan will first be exercisable as
to all or any part of the shares of Common Stock covered thereby six months
after the date of grant and until one year after termination of a director's
service as a director of the Company. The exercise price for any option
granted under the Director Plan will be the fair market value of the Common
Stock on the date the option is granted, and no option may be exercised more
than 40 years from the date of grant.
All options granted under the Director Plan provide for the payment of
the exercise price (i) in cash, (ii) by delivery to the Company of shares of
the Company's Common Stock owned for a period of at least six months by the
optionee and having a fair market value equal to the exercise price of the
options being exercised, (iii) by the withholding from the shares to be
issued upon the exercise of an option that number of such shares having a
fair market value equal to the exercise price of the options being exercised
or (iv) by a combination of such methods of payment.
Eligible Directors who currently hold options granted under any prior
plans must surrender such options in order to receive any Base Options under
the Director Plan. Assuming they surrender for cancellation all options to
purchase shares of Common Stock held by them, each of Messrs. Nejedly and
Butler will on the day the Director Plan is approved be granted Base Options
to purchase 17,500 shares of the Company's Common Stock and Messrs. Hawkins
and Lewis will on such day be granted a Base Option to purchase 50,000 shares
of the
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Company's Common Stock. In addition, on such day, Mr. Butler will be
re-elected to a three-year term as a Director and be granted an Initial
Option to purchase 10,000 shares of Common Stock.
FEDERAL INCOME TAX CONSEQUENCES
An optionee will not realize income for federal income tax purposes, and
the Company will not be entitled to any deduction, on the grant of an option
under the Director Plan. At the time of exercise of an option, an optionee
will realize ordinary income for federal income tax purposes in an amount
equal to the excess, if any, of the fair market value of the shares acquired
on the date of exercise over the exercise price. Any ordinary income
realized by an optionee will constitute self-employment income of the
exercising optionee. The Company will be entitled to a deduction, as of the
date of exercise of an option, in an amount equal to the ordinary income
realized by the optionee.
If an optionee uses previously acquired Common Stock to pay the exercise
price of an option, the new shares so acquired will continue to have the same
status as the old shares used in the acquisition to the extent of the number
of old shares exchanged. Thus, the optionee's basis in such newly-acquired
shares will be equal to his basis in, and his holding period will include the
holding period for, the shares exchanged. Payment of the exercise price by
delivery of previously acquired stock generally postpones the realization of
any taxable capital gain on the unrealized appreciation of the tendered
shares. Any shares which are received in excess of the number of old shares
exchanged will be subject to the regular rules described above upon the
exercise of an option as if the exercise price for such shares is zero.
NEW PLAN BENEFITS
The following table sets forth certain information with respect to
options to be granted to certain directors and groups under the Director Plan
upon approval of such Plan by the Company's stockholders.
NEW PLAN BENEFITS
HAWKINS ENERGY CORPORATION DIRECTOR STOCK OPTION PLAN
<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON
NAME AND POSITION STOCK UNDERLYING OPTIONS(1)
- ----------------- ---------------------------
<S> <C>
John B. Hawkins,
Director................................... 50,000
Thomas F. Ostrye,
Chairman of the Board, President........... 0
Clifford S. Lewis,
Director................................... 50,000
Charles M. Butler,
Director................................... 27,500
Donald C. Nejedly,
Director................................... 17,500
David J. Parsons,
Vice President of Equity Compressors, Inc.. 0
Don E. Smith,
President of Equity Compressors, Inc....... 0
All Current Executives as a Group(2).......... 0
Non-Executive Directors as a Group............ 145,000
Non-Executive Officer Employees as a Group ... 0
</TABLE>
- ----------
(1) Includes those shares which will be subject to options to be granted
pursuant to the Director Plan upon approval of the Plan by the Company's
stockholders and the surrender of all outstanding options held by such
persons under any prior plans. The dollar value of the shares of Common
Stock subject to the options to be granted is not yet determinable as the
exercise price of such options is to be based on the
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<PAGE>
market value of the Common Stock on the date of grant, which shall
be the date the Director Plan is approved by the Company's shareholders.
The average of the closing bid and ask price for the Company's Common
Stock on April 19, 1996, as quoted on NASDAQ was $0.52.
(2) Only those Directors of the Company who are not executive officers of the
Company are entitled to receive options under the Director Plan.
APPROVAL OF THE AMENDED AND RESTATED
HAWKINS ENERGY CORPORATION EMPLOYEE STOCK OPTION PLAN
On March 27, 1996, the Board of Directors of the Company amended and
restated the Hawkins Energy Corporation Employee Stock Option Plan (the
"Original Plan") which was initially approved by the stockholders on August
8, 1989. The Amended and Restated Employee Stock Option Plan (the "Plan")
will become effective if it is approved by the shareholders of the Company at
the Annual Meeting. The amendments include (i) amending the Plan to include
all officers and employees as persons eligible to receive options
(employee-directors who were, but are not now, eligible to receive options
under the option plan for directors of the Company were not eligible to
receive options under the Original Plan), (ii) amending the Plan to provide
that it will be administered generally by the Human Resources Committee of
the Board of Directors, but, as to those key employees of the Company who are
eligible to receive options and who are also subject to the limitations of
Section 16(b) of the Securities Exchange Act of 1934, as amended, by a
Special Stock Plan Committee consisting of not less than two members of the
Board of Directors each of whom is a "disinterested person" within the
meaning of applicable rules and regulations promulgated by the Securities and
Exchange Commission, (iii) making certain technical changes to the Plan to
require optionees who make certain elections (to pay the exercise price for
their options by the delivery of previously owned shares of Common Stock or
to have shares withheld from the shares of Common Stock deliverable upon
exercise to satisfy tax withholding obligations) to make those elections in
advance of exercise, (iv) amending the Plan to authorize optionees to assign
their options to members of their immediate family or trusts for their
benefit so long as such an assignment would not be precluded by securities
rules applicable to the Plan and (v) amending the Plan to permit an optionee
to exercise an option within one year after termination of employment (the
Original Plan had provided a three month exercise period after termination if
termination was other than by reason of death, disability or pursuant to
normal retirement policies)
SUMMARY DESCRIPTION OF THE PLAN
An aggregate of 525,000 shares of the Company's Common Stock initially
were reserved for issuance upon exercise of options granted under the Plan;
however, the number of shares available for options which may be granted
under the Plan automatically increases without action of the directors or
stockholders of the Company to an amount equal to (when added to the number
of shares of the Company's Common Stock subject to all other options granted
by the Company) 8% of the issued and outstanding shares of the Company's
Common Stock upon each issuance of shares of the Company's Common Stock
occurring after February 28, 1990 (other than issuances of shares upon the
exercise of options granted under the Plan). The Board of Directors of the
Company may use authorized but unissued shares of the Company's Common Stock
or shares held in the treasury of the Company for the exercise of options.
The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974 and the options are not and will not be "incentive stock
options," as such term is defined at Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").
ADMINISTRATION. Except as to those eligible employees who are subject to
the limitations of Section 16(b) of the Securities Exchange Act of 1934
("Insiders"), the Plan is administered by the Human Resources Committee of the
Board of Directors. As to Insiders, the Plan is administered by a Special Stock
Plan Committee comprised of at least two directors who are "disinterested"
within the meaning of rules and regulations promulgated by the Securities
Exchange Commission. The Human Resources Committee and the Special Stock Plan
Committee are referred to herein as the "Committee." The Committee has the
authority, in its discretion, to select the eligible officers and employees to
whom options shall be granted and the number of shares of the Company's Common
Stock to be optioned to each. The Committee has the power to construe and
interpret the Plan and to establish and amend rules and regulations for its
administration subject to the express provisions of the Plan. Any determination
by the Committee is final and binding upon all persons. The current members of
the Human
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<PAGE>
Resources Committee are Thomas F. Ostrye, John B. Hawkins, Charles M. Butler,
III and Donald C. Nejedly and the current members of the Special Stock Plan
Committee are John B. Hawkins, Charles M. Butler, III and Donald C. Nejedly.
ELIGIBLE EMPLOYEES. Any key officer or employee who is an active
full-time employee of the Company, or a subsidiary of the Company, is
eligible for selection by the Committee as an optionee under the Plan.
TERMS AND CONDITIONS OF OPTIONS. Options granted under the Plan shall
be granted upon the following terms:
(a) Purchase Price: The purchase price of a share of the Company's
Common Stock under each option granted under the Plan shall be no less than
the fair market value of a share of the Company's Common Stock on the date
of grant of the option.
(b) Vesting of Rights to Exercise Option: Each option granted under
the Plan will become exercisable in five equal annual installments, each
installment accruing on the successive anniversary of the grant, or other
date specified by the Committee, with accumulation privileges, unless the
Committee in its sole discretion shall specify otherwise at the time of the
grant.
(c) Exercise of Option: Except for the foregoing vesting provisions,
each option may be exercised at any time, or from time to time, during the
option period of 40 years, as to all or any part of the shares of the
Company's Common Stock covered thereby; provided, however, that the option
shall not be exercisable, except in those instances referred to below,
unless the optionee shall have been in the continuous employment of the
Company or a subsidiary of the Company from the time of the grant of the
option to the time which is one year before the date of exercise.
(d) Method of Exercise: Each option granted may be exercised, at the
Optionee's election, by: (i) cash payment of the full amount of the
purchase price, or (ii) through the delivery of shares of the Company's
Common Stock previously held by the optionee with a fair market value equal
to the full amount of the purchase price, or (iii) by the withholding by
the Company from the shares of the Company's Common Stock upon any exercise
of the option that number of shares having a fair market value equal to the
full amount of the purchase price, or (iv) by a combination of such
methods. The optionee will be required to pay the Company an amount
necessary to satisfy federal, state and local income taxes incurred by
reason of the exercise, or at the optionee's election, shares having a
market value equal to such income taxes may be withheld by the Company. No
fractional shares of the Company's Common Stock will be issued upon the
exercise of options.
(e) Effect of Termination of Employment: If during the option
period, the optionee's employment with the Company or one of its
subsidiaries terminates, the option may thereafter be exercised only to the
extent it was exercisable at the time of such termination of employment.
In the event of the death of the optionee, the option granted to such
person may be so exercised to the extent it is vested by the personal
representatives, distributees or heirs of such person.
(f) Option Agreement: Options granted under the Plan are and will be
subject to the terms and conditions of the Plan and will be evidenced by a
written agreement between the optionee and the Company. The option
agreement will incorporate the Plan by reference, set forth the number of
shares, the time or times at and after which the option is exercisable in
whole or in part, the expiration date of the option, and other details
deemed pertinent by the Committee.
ADJUSTMENTS RESULTING FROM CHANGES IN CAPITALIZATION. The Plan provides
that in the event of a merger, consolidation, reorganization,
recapitalization, stock dividend, "split-up" or other change in the corporate
structure or capitalization of the Company, the number and kind of shares
subject to options then outstanding, the exercise price of outstanding
options and the aggregate number of shares for which options may be granted
under the Plan may be subject to appropriate adjustments.
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<PAGE>
AMENDMENT AND TERMINATION. The Board of Directors may suspend or
terminate the Plan at any time and may amend the Plan from time to time in
such respects as the Board may deem advisable. Without shareholder approval
the Board of Directors may not (a) increase the maximum number of shares for
which options may be granted under the Plan except to make appropriate
adjustments in the event of certain changes in the capital structure of the
Company ; or (b) change the eligibility requirements for individuals entitled
to receive options under the Plan. No amendments or termination of the Plan
may affect or impair the rights or obligations under any options theretofore
granted without the consent of the optionee.
FEDERAL INCOME TAX ASPECTS. Under applicable provisions of the Code:
(1) the grant of an option under the Plan results in no taxable income to the
optionee or deductions to the Company at the time it is granted; (2) upon
exercise of the option the optionee will realize taxable income, and the
Company will realize a deduction, in an amount equal to the amount, if any,
by which the then fair market value of the shares thereby acquired exceeds
the purchase price for such shares; and (3) upon the disposition of the
shares so acquired the optionee will realize a gain or loss if the amount
realized on such disposition differs from the fair market value of the shares
at the time of the exercise of the option.
As of the date of this Proxy Statement, no options have been granted
under the Plan or under the Original Plan.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has unanimously selected Coopers & Lybrand as the
independent auditors for the Company for its 1996 fiscal year. Although the
Board is not required to submit its selection of auditors for stockholder
approval, the Board has elected to seek ratification by the stockholders at
the Annual Meeting. A representative of Coopers & Lybrand, who will attend
the Annual Meeting, will have the opportunity to make a statement if he or
she desires to do so and will be available to answer appropriate questions.
OTHER MATTERS
MATTERS WHICH MAY COME BEFORE THE MEETING
The Board of Directors does not intend to bring any other matters before
the meeting, nor does the Board of Directors know of any matters which other
persons intend to bring before the meeting. If, however, other matters not
mentioned in this Proxy Statement properly come before the meeting, the
persons named in the accompanying Proxy Card will vote thereon in accordance
with the recommendation of the Board of Directors.
REMINDER: PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD TO ASSURE THAT
ALL OF YOUR SHARES WILL BE VOTED.
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APPENDIX A
HAWKINS ENERGY CORPORATION
DIRECTOR STOCK PLAN
1. PURPOSE. The purpose of the Hawkins Energy Corporation Director Stock
Plan (the "Plan") is to attract and retain outstanding individuals to serve as
members of the Board of Directors of Hawkins Energy Corporation (the "Company")
and to furnish incentives to such persons by providing such persons
opportunities to acquire shares of the $.01 par value common stock of the
Company ("Common Stock") on terms as herein provided.
2. SHARES RESERVED UNDER THIS PLAN. There is hereby reserved for
issuance under this Plan an aggregate of 250,000 shares of Common Stock, which
may be newly-issued or treasury shares. If there is a lapse, expiration,
termination or cancellation of any option granted under this Plan without the
issuance of all shares thereunder, all of such unissued shares subject to or
reserved for such option may again be used for new options granted under this
Plan; provided, however, that in no event may the number of shares of Common
Stock issued under this Plan exceed the total number of shares reserved for
issuance hereunder.
3. ELIGIBILITY. Each member of the Board of Directors of the Company
(the "Board") who is not a salaried officer or employee of the Company (an
"Eligible Director" or "Participant") shall be eligible to participate under
this Plan; provided, however, any Eligible Director may decline any option which
would otherwise be granted hereunder.
4. OPTION GRANTS. Participants under this Plan shall be granted non-
qualified options to purchase shares of Common Stock as follows:
(a) BASE OPTIONS. On the day this Plan is approved by the
shareholders of the Company each Eligible Director who at such time does
not own any options to purchase shares of Common Stock and (i) who was at
any time an employee of the Company shall be granted an option entitling
him to purchase 50,000 shares of Common Stock and (ii) who has never been
an employee of the Company shall be granted an option entitling him to
purchase 17,500 shares of Common Stock. Such options are referred to
hereinafter as "Base Options." All of such Base Options shall be fully
vested upon their grant, shall be subject to the limitations set forth in
Section 6 below and shall have an exercise price determined in accordance
with Section 5 below.
(b) INITIAL OPTIONS. On the date each Eligible Director is elected
or appointed to the Board, each Eligible Director shall be granted an
option (an "Initial Option") entitling him to purchase 10,000 shares of
Common Stock. 3,333 of such Initial Options shall vest on the date of
grant, 3,333 shall vest on the first anniversary of such Eligible
Director's election or appointment to the Board and 3,334 shall vest on the
second anniversary of such Eligible Director's election or appointment to
the Board. All
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of such Initial Options shall be subject to the limitations set forth in
Section 6 below and shall have an exercise price determined in accordance
with Section 5 below.
(c) ANNUAL OPTIONS. On each anniversary of each Eligible Director's
election to the Board for the term as a Director which he is currently
serving, each Eligible Director shall be granted an option (an "Annual
Option") entitling him to purchase 5,000 shares of Common Stock. All of
such Annual Options shall be fully vested upon their grant, shall be
subject to the limitations set forth in Section 6 below and shall have an
exercise price determined in accordance with Section 5 below.
5. OPTION EXERCISE PRICE. Each option granted under this Plan shall be
exercisable at an option price per share equal to the Fair Market Value of a
share of Common Stock on the date the option is granted in accordance with
Section 4 above. "Fair Market Value" means the closing price of a share of the
Common Stock on the date as of which Fair Market Value is to be determined,
which closing price shall be the last reported sales price regular way or, in
case no such reported sales took place on such date, the average of the last
reported bid and ask prices regular way, in either case on the principal
national securities exchange on which the Common Stock is listed or admitted to
trading, or if not listed or admitted to trading on any national securities
exchange, the average of the highest bid and the lowest ask prices quoted on the
Nasdaq Stock Market; provided, however, that if the Common Stock is not
registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the prices or quotations referred to above
are not available, Fair Market Value shall be determined in good faith by those
members of the Board who have not been granted or have not accepted options
under this Plan.
6. LIMITATIONS ON EXERCISE. Any option granted under this Plan may be
exercised (in accordance with Section 7 below), in whole or in part, from time
to time after the date granted, subject to the following limitations:
(a) No option granted hereunder may be exercised before the
expiration of six months after the date such option was granted. Upon the
expiration of such six-month period, each option may be exercised for all
of the total shares covered by the vested portion of such option or any
portion thereof.
(b) Subject to Section 10 below and to the limitations of Section
6(a) above, any option granted under this Plan (or any unexercised portion
thereof) may not be exercised:
(i) more than twelve months after termination of any Eligible
Director's service as a member of the Board for any reason other
than death or disability (as defined below), and then only to the
extent that the Eligible Director could have exercised such
option on the date his service terminated in accordance with
Section 6(a) above;
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(ii) more than twelve months after the death of an Eligible
Director, if such death occurs while serving as a member of
the Board or during the ninety day period referred to in
subparagraph (i) hereof (and then only to the extent that
the Eligible Director could have exercised such option on
the date of death in accordance with Section 6(a) above);
(iii) more than twelve months after the disability of an Eligible
Director (an Eligible Director shall be considered disabled
if he is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death
or which has lasted or can be expected to last for a
continuous period of not less than 12 months), if such
disability occurs while serving as a member of the Board or
during the ninety day period referred to in subparagraph (i)
hereof (and then only to the extent that the Eligible
Director could have exercised such option at the time he is
determined to be disabled in accordance with Section 6(a)
above);
provided, however, that no option granted hereunder may be exercised more
than 40 years from the date the option is granted.
7. METHOD AND TIME OF EXERCISE; DELIVERY OF CERTIFICATES. Any option
granted under this Plan (a) may only be exercised to purchase a minimum of 100
shares at any one time (b) shall be deemed exercised on the date written notice
of the intent to exercise all or part of such option is received by the
President of the Company at the Company's corporate headquarters and (c) shall
provide that payment of the exercise price for the number of shares as to which
the option is being exercised shall, at the Eligible Director's election, be by
cash and in full on the date of exercise, by delivery of shares of Common Stock
held by the Eligible Director for at least six months and having a Fair Market
Value (as defined in Section 5 above)equal to the full amount of the exercise
price, by the withholding by the Company from the shares of Common Stock
issuable upon any exercise of the option that number of shares having a Fair
Market Value equal to such exercise price pursuant to a written election
delivered by the Eligible Director to the Committee at least six months prior to
the date of exercise, or by a combination of such methods. An Eligible Director
shall have no interest in any shares covered by any option granted under this
Plan until certificates for such shares are issued and any shares surrendered in
payment pursuant to this section shall be deemed outstanding until new
certificates representing the shares purchased on the exercise of any option are
issued.
8. TAX WITHHOLDING. Upon the exercise of an option requiring tax
withholding, the Eligible Director will be required to pay to the Company for
remittance to the appropriate taxing authorities an amount necessary to satisfy
the Eligible Director's portion of federal, state and local taxes, if any,
incurred by reason of the exercise of an option. In lieu of delivering cash to
satisfy such withholding obligation, the Eligible Director may elect to have
shares of Common Stock withheld from the shares deliverable upon such exercise
if such election is delivered to the Committee in writing either (i) at least
six months prior to the date the amount of the tax to be
A-3
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withheld is determined (the "Tax Date") or (ii) prior to the Tax Date and in any
ten business day period beginning on the third business day following the
release of the Company's quarterly or annual summary statement of sales and
earnings. The number of shares so withheld shall have an aggregate Fair Market
Value on the date of exercise sufficient to satisfy the applicable tax
withholding requirements.
9. NONTRANSFERABILITY. Any option granted under this Plan shall not be
transferable other than by will or the laws of descent and distribution, and
shall be exercisable during the Eligible Director's lifetime only by the
Eligible Director or the Eligible Director's guardian or legal representative.
If a Eligible Director dies during the option period, any option granted to such
Eligible Director may be exercised by his estate or the person to whom the
option passes by will or the laws of descent and distribution, but only to the
extent that the Eligible Director could have exercised such option on the date
of death in accordance with Section 6 above.
10. OTHER PROVISIONS; SECURITIES REGISTRATION. The grant of any option
under this Plan may also be subject to such other provisions as counsel to the
Company deems appropriate, including, without limitation, provisions imposing
restrictions on resale or other disposition of the Common Stock issuable upon
exercise of any option and such provisions as may be appropriate to comply with
federal or state securities laws and stock exchange requirements. The Company
shall not be required to issue or deliver any certificate for Common Stock
purchased upon the exercise of any option granted under this Plan prior to the
admission of such shares to listing on any stock exchange on which Common Stock
at that time may be listed. If, at any time during the period any option
granted under this Plan is outstanding, the Company shall be advised by its
counsel that the shares deliverable upon an exercise of such option are required
to be registered under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities law, or that delivery of such shares must be
accompanied or preceded by a prospectus meeting the requirements of the
Securities Act, the Company will use its best efforts to effect such
registration or provide such prospectus not later than a reasonable time
following each exercise of such option, but delivery of shares by the Company
may be deferred until such registration is effected or such prospectus is
available.
All certificates for Common Stock delivered under the terms of this Plan
shall be subject to such stop-transfer orders and other restrictions as counsel
to the Company may deem advisable under federal or state securities laws, rules
and regulations thereunder, and the rules of any stock exchange on which Common
Stock may be listed. The Company may cause a legend or legends to be placed on
any such certificates to make appropriate reference to such restrictions or any
other restrictions or limitations that may be applicable to such shares.
11. TERM OF PLAN. No option shall be issued under this Plan more than
fifteen (15) years after the date of its approval by the shareholders of the
Company.
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12. ADJUSTMENTS. In the event of a merger, consolidation, reorganization,
recapitalization, stock split or stock dividend, or a combination or
reclassification of shares, the number of shares of Common Stock reserved under
this Plan, the number of shares covered by outstanding options and the exercise
prices of outstanding options shall be adjusted proportionately. The number of
shares so adjusted shall be rounded to the nearest whole number. No fractional
shares shall be issued.
13. NOTICE OF ADJUSTMENT. Upon the occurrence of each event for which an
adjustment with respect to an outstanding option has been made as provided in
Section 12 above, the Company shall mail forthwith to each Eligible Director a
copy of its computation of such adjustment which shall be conclusive and binding
upon each such Eligible Director.
14. AMENDMENT AND TERMINATION OF PLAN. The Board may amend this Plan from
time to time or terminate this Plan at any time, but no such action shall reduce
the number of any Eligible Director's options then outstanding or adversely
change the terms and conditions thereof without the Eligible Director's consent.
However, notwithstanding the foregoing, except for adjustments expressly
provided for herein, no amendment may (i) materially increase the benefits
accruing to Eligible Directors; (ii) materially increase the total number of
shares which may be issued under this Plan; or (iii) materially modify the
requirements as to eligibility for participation in this Plan, and this Plan may
not be amended more frequently than once every six months, other than to comport
with changes in the Internal Revenue Code of 1986, as amended (the "Code"), or
the rules thereunder, and no amendment shall be adopted which would result in
any Eligible Director losing his status as a "disinterested" administrator under
Securities and Exchange Commission Rule 16b-3 ("Rule 16b-3") with respect to any
employee benefit plan of the Company or result in this Plan losing its status as
a protected plan under Rule 16b-3.
15. GOVERNMENT REGULATIONS. The Company's obligation to sell and deliver
shares under options granted under this Plan is subject to the requirements of
any governmental authority with jurisdiction over the authorization, issuance or
sale of such shares.
16. NOTICE. Any written notice to the Company required or permitted by
any of the provisions of this Plan shall be addressed to the President of the
Company at the principal offices of the Company and shall become effective only
when it is received by the office of such President. Any written notice to a
Eligible Director required or permitted by any of the provisions of this Plan
shall be addressed to such Eligible Director at his address as reflected in the
records of the Company and shall become effective only when it is received by
such Eligible Director.
17. UNFUNDED PLAN. Insofar as it provides for grants of options to
acquire shares of Common Stock in the future, this Plan shall be unfunded.
Although bookkeeping accounts may be established with respect to Eligible
Directors who are entitled to Common Stock under this Plan, any such accounts
shall be used merely as a bookkeeping convenience. The Company shall not be
required to segregate any assets that may at any time be represented by Common
Stock purchasable under this Plan, and this Plan shall not be construed as
providing for such
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segregation. Neither the Company nor the Board shall be deemed to be a trustee
of any Common Stock purchasable under this Plan. Any liability of the Company
to a Eligible Director with respect to a grant under this Plan shall be based
solely upon any contractual obligations that may be created by this Plan and any
option agreement; no such obligation of the Company shall be deemed to be
secured by any pledge or other encumbrance on any property of the Company.
Neither the Company nor the Board shall be required to give any security or bond
for the performance of any obligation that may be created by this Plan.
18. GENERAL PROVISIONS.
(a) GOVERNING LAW. The validity, interpretation, construction
and effect of this Plan and any rules and regulations relating to this
Plan, to the extent not otherwise governed by the Code, the Securities Act
or the Exchange Act, shall be governed by the laws of the State of Oklahoma
(without regard to the conflicts of law rules thereof).
(b) SEVERABILITY. If any provision of this Plan is or becomes
or is deemed invalid, illegal or unenforceable in any jurisdiction, or
would disqualify this Plan or any option under any law deemed applicable by
the Company, such provision shall be construed or deemed amended to conform
to applicable laws or if it cannot be construed or deemed amended without,
in the determination of the Company, materially altering the intent of this
Plan, it shall be deleted and the remainder of this Plan shall remain in
full force and effect; provided, however, that, unless otherwise determined
by the Company, the provisions shall not be construed or deemed amended or
deleted with respect to any Eligible Director whose rights and obligations
under this Plan are not subject to the law of such jurisdiction or the law
deemed applicable by the Company.
The undersigned, being the duly elected Secretary of Hawkins Energy
Corporation, does hereby certify that (i) the Hawkins Energy Corporation
Director Stock Plan was duly approved and adopted by the Board of Directors of
Hawkins Energy Corporation on April __, 1996, and by the shareholders of Hawkins
Energy Corporation on May __, 1996.
________________________________________
__________________, Secretary
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APPENDIX B
HAWKINS ENERGY CORPORATION
AMENDED AND RESTATED
EMPLOYEE STOCK OPTION PLAN
This Stock Option Plan was approved by the Board of Directors and
shareholders of Hawkins Energy Corporation (the "Company") on August 8, 1989.
The amendments to and restatement of this Plan were approved by the Board of
Directors of the Company at a special meeting held March 27, 1996, and at the
annual meeting of the shareholders of the Company held May 29, 1996.
1. PURPOSE: The purpose of this Plan is to provide a means whereby
selected key officers and employees of the Company and its subsidiaries may be
given an opportunity to purchase stock in the Company pursuant to option grants.
Options granted under this Plan are intended to be options which do not meet the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended.
It is believed that the options provided for herein will assist the Company in
developing strong top management and in attracting and retaining able key
employees.
2. ADMINISTRATION. The Plan shall be administered by a committee
(the "Human Resources Committee") of the Board of Directors. The Human
Resources Committee shall construe and interpret the Plan and establish and
amend rules and regulations for its administration. Any determination by the
Human Resources Committee shall be final and binding upon all persons. The
Human Resources Committee will determine which key officers and employees of
the Company and its subsidiaries shall be granted options under this Plan and
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the number of shares for which an option or options shall be granted to such key
officers and employees. Options granted under the Plan shall be evidenced by
option agreements in either the form attached hereto as "Exhibit 1", or in such
other form having such other terms and provisions as the Human Resources
Committee shall determine. All such option agreements shall comply with and be
subject to the terms and conditions of the Plan. No member of the Board of
Directors shall be liable for any action or determinations made in good faith
with respect to the Plan or any option granted under it.
Notwithstanding anything in this Section 2 to the contrary, this Plan
shall be administered, as to those directors, officers and key employees of the
Company who are otherwise eligible to receive Options pursuant to Section 3
hereof and who are subject to the limitations of Section 16(b) of the Securities
Exchange Act of 1934, as amended, ("Insiders") by a Special Stock Plan Committee
(the "Special Committee") consisting of not less than two members of the Board
of Directors each of whom shall be a "disinterested person" within the meaning
of applicable rules and regulations promulgated by the SEC. The Special
Committee shall be appointed, governed, indemnified and authorized as is the
Human Resources Committee hereinabove described. However, the Special Committee
shall have absolute discretion as to all matters concerning Insiders. The term
"Committee," as used herein, shall refer to the Human Resources Committee or the
Special Stock Plan Committee as the context requires.
3. NUMBER OF SHARES AND ELIGIBLE PERSONS: Options may be granted
from time to time under this Plan to such key officers and employees of the
Company and its subsidiaries as are selected by the Committee. A person who is
granted options hereunder is referred to hereinafter as an "Optionee". The
aggregate number of shares initially available for
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issuance upon the exercise of options granted under the Plan is 130,000 shares
of the Company's common stock, par value $.01 per share (the "Common Stock").
Such number of shares available for option grants under this Plan shall be
increased automatically without further action by the Board of Directors or
shareholders of the Company to that number which, when added to the number of
shares subject to options granted under this and any other option plan(s) of the
Company, equals eight percent (8%) of the number of outstanding shares of Common
Stock at such time(s) after February 28, 1990 as the Company issues additional
shares of its Common Stock (excluding for purposes of determining the number of
available option shares and the time(s) of such automatic increases all shares
of Common Stock issued pursuant to the exercise of options granted under this
Plan). An Optionee may hold more than one option hereunder, but only on the
terms and subject to the restrictions set forth in this Plan. The shares issued
hereunder may consist either of shares of the Company's authorized but
previously unissued Common Stock or treasury shares. In the event any option
for any reason ceases to be exercisable in whole or in part, the shares covered
thereby, not previously purchased, shall again become available for the granting
of options hereunder. In the event of a merger, consolidation, reorganization,
recapitalization, stock dividend, "split-up" or other change in the corporate
structure or capitalization of the Company, the number of shares and the
exercise price of shares subject to options then outstanding and the aggregate
number of shares for which options may be granted hereunder shall be subject to
appropriate adjustments.
4. OPTION PRICE: The purchase price of the Common Stock under each
option shall be determined by the Committee but in any case may not be less
than the Fair Market
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Value, as such term is defined in Paragraph 5 of this Plan, of a share of the
Common Stock at the time of the grant of an option.
5. CERTAIN PROVISIONS OF OPTIONS: Each option shall be subject to
the general provisions of the Plan and shall:
(a) Not be exercisable after the expiration of forty years from the
date on which such option is granted.
(b) Provide that payment of the exercise price for the number of
shares as to which the option is being exercised shall, at the Optionee's
election, be by cash and in full on the date of exercise, by delivery of
shares of Common Stock held by the Optionee for at least six months and
having a Fair Market Value equal to the full amount of the exercise price,
by the withholding by the Company from the shares of Common Stock issuable
upon any exercise of the option that number of shares having a Fair Market
Value equal to such exercise price pursuant to a written election delivered
to the Committee at least six months prior to the date of exercise, or by a
combination of such methods, and further provide that (i) the Optionee will
be required to pay the Company an amount necessary to satisfy federal,
state and local income taxes incurred by the Optionee by reason of the
exercise of an option or (ii) shares of Common Stock having a Fair Market
Value on the date of payment of such taxes equal to the amount of such
taxes may be withheld by the Company at the Optionee's written election so
long as such election is delivered to the Committee either (i) at least six
months prior to the date the amount of tax to be withheld is determined
(the "Tax Date") or (ii) prior to the Tax Date and in any ten business day
period beginning on the third business day following the
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release of the Company's quarterly or annual summary statement of sales and
earnings. As used herein, "Fair Market Value" shall mean the closing price
of a share of the Common Stock on the date as of which Fair Market Value is
to be determined, which closing price shall be the last reported sales
price regular way or, in case no such reported sales took place on such
date, the average of the last reported bid and asked prices regular way, in
either case on the principal national securities exchange on which the
Common Stock is listed or admitted to trading, or if not listed or admitted
to trading on any national securities exchange, the average of the highest
bid and the lowest asked prices quoted on NASDAQ; provided, however, that
if the Common Stock is not traded in such manner that the prices or
quotations referred to above are available, or if a majority of the members
of the Committee in their sole discretion, shall determine that, because of
the occurrence of events relating to the Company or its Common Stock, such
closing price does not properly reflect the fair market value of a share of
the Common Stock, Fair Market Value shall be determined in good faith by
the Committee (and the determination of the Committee shall be binding and
conclusive).
(c) Provide that the Committee may elect to cancel the option at any
time due to serious actions of the Optionee deemed inimical to the best
interests of the Company.
(d) Be exercisable only (i) during such time as the Optionee remains
in the employ of the Company or a subsidiary of the foregoing, (ii) within
one year after termination of employment other than in accordance with the
normal retirement policies of the Company, unless the Committee elects to
cancel such option because of actions of the terminated employee deemed
inimical to the best interests of the Company, or (iii) in the
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<PAGE>
event of death, or disability (an Optionee shall be considered disabled if
he is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months) during employment, or the
Optionee's retirement in accordance with the normal retirement policies of
the Company, within one year from the date of such death, disability or
retirement; provided, however, that in no event shall an option be
exercisable after expiration thereof under subsection 5(a) above and, in
the event of termination, death, disability or retirement, such option
shall be exercisable only with respect to the portion thereof accrued to
the date of such termination, death, disability or retirement, whichever is
earlier.
(e) Become exercisable in five equal annual installments, with the
first installment accruing on the anniversary of the date of grant and with
each successive installment accruing on the successive anniversary of the
grant, or other date specified by the Committee, with accumulation
privileges, unless the Committee shall specify otherwise at the time of the
grant.
(f) Be exercisable, in accordance with all the provisions of the Plan
and from time to time at the written election of the Optionee. The written
election shall specify the number of such shares as to which the option is
being exercised, which number shall not exceed the number of unexercised
shares then remaining under the terms of the option.
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<PAGE>
(g) Provide that, as a condition to the exercise of any portion of an
option, the Company may require the Optionee to represent and warrant at
the time of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such
shares, if in the opinion of counsel for the Company such a representation
is required under the Securities Act of 1933, as amended, or any applicable
law, regulation or rule of any governmental agency.
(h) Not be exercisable with respect to fractions of a share.
(i) Except as set forth in this subparagraphs 5(i), (i) no Option or
any other benefit under this Plan shall be transferable or assignable
otherwise than by will or the laws of descent and distribution, and (ii) no
Option shall be exercisable during the lifetime of the person to whom it
was granted except by such person or such person's guardian or legal
representative. An Optionee may assign his or her rights in Options to one
or more members of his or her immediate family (spouse, children and
parents) or to one or more trusts of which the only beneficiaries are the
Optionee or members of his or her immediate family and the Optionee's
assignees shall be entitled to exercise such Optionee's rights if, at the
time of such assignment, such Optionee is not an Insider (provided, that
this restriction shall be eliminated if so permitted under the rules
promulgated by the SEC under Section 16 of the Securities Exchange Act of
1934, as amended, and the Committee approves in writing and in advance the
assignment proposed by such Optionee.
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<PAGE>
(j) Provide that no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to optioned shares,
notwithstanding the exercise of an option, until the issuance of the stock
certificates for such shares to the Optionee.
6. CHANGES IN THE PLAN: The Board of Directors may terminate this
Plan at any time and may amend this Plan from time to time in such respects as
the Board may deem advisable, except that it may not:
(a) Change the maximum period within which an option may be
exercised; provided, however, that if the Company shall become a party to
any merger or consolidation or shall sell or agree to sell all or
substantially all of its assets, the Company's Board of Directors may amend
the Plan to provide as follows:
(i) That on the closing date of such sale or merger, all options
held by Optionees of the Company which are not then
exercisable shall become exercisable; and
(ii) That after the expiration of a reasonable period of time, as
fixed by the Board of Directors, subsequent to the said
closing date, all option rights of Optionees under this Plan
shall terminate.
(b) Change the number of shares subject to the Plan.
Except as provided in Sections 5(c) and 6(a) above, no amendment or
termination of the Plan shall, without the Optionee's written consent, alter or
impair any of the rights or obligations under any option theretofore granted
such Optionee under the Plan.
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<PAGE>
7. DATE OF PLAN: The date of this Plan and the date on which it
shall become effective is August 8, 1989, being the date of its approval by the
Company's Board of Directors and shareholders.
8. REGISTRATION AND RESERVATION OF SHARES: The Company, during the
term of this Plan, shall at all times reserve and keep available such number of
shares of Common Stock as shall be sufficient to satisfy the requirements of the
Plan. Inability of the Company to obtain from any regulatory body, having
jurisdiction, such authority deemed by the Company's counsel to be necessary to
the lawful issuance and sale of any shares of Common Stock hereunder shall
release the Company of any liability in respect of non-issuance or sale of
Common Stock as to which such requisite authority shall not have been obtained.
9. AWARDS CONDITIONED ON SURRENDER OF OUTSTANDING OPTIONS: The
Committee may, in its discretion, make grants of options under the Plan which
are conditioned upon the relinquishment by the Optionee of such options
previously granted under the Plan or under any other option or compensation plan
of the Company or a subsidiary of the Company as the Committee may specify.
10. NON-EXCLUSIVITY OF PLAN: Neither the adoption of the Plan by the
Board of Directors, nor the submission of the Plan to the shareholders of the
Company for approval, shall be construed as creating any limitation on the power
of the Board of Directors to adopt such other incentive arrangements as it may
deem desirable, including, without limitation, the granting of stock options
otherwise than under the Plan, and such arrangements may be either applicable
generally or only in specific cases.
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<PAGE>
11. DURATION OF THE PLAN: This Plan shall terminate when all options
available for grant under this Plan shall have been granted and exercised,
cancelled or lapsed.
IN WITNESS WHEREOF this Amended and Restated Employee Stock Option
Plan has been adopted by the Board of Directors on the day and year first above
written.
HAWKINS ENERGY CORPORATION
ATTEST:
_________________________ By_________________________________
Secretary President
[SEAL]
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<PAGE>
HAWKINS ENERGY CORPORATION
BOARD OF DIRECTORS PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD AT
10:00 A.M. LOCAL TIME ON MAY 29, 1996 IN THE GREEN ROOM, NINTH FLOOR OF BANK
OF OKLAHOMA TOWER, ONE WILLIAMS CENTER, TULSA, OKLAHOMA.
The undersigned stockholder(s) of Hawkins Energy Corporation (the
"Corporation") do(es) hereby nominate, constitute and appoint THOMAS F.
OSTRYE and LYNNWOOD R. MOORE, JR. or either of them, as proxies of the
undersigned, each will full powers of substitution and resubstitution, to
represent and vote the shares of capital stock of the Corporation held of
record by the undersigned on the record date for the above-described annual
meeting, at such meeting and at any adjournment thereof as specified on the
reverse side.
(Continued and to be signed and dated on the reverse side)
FOLD AND DETACH HERE
<PAGE>
your votes as X
indicated in
this example
1. UPON THE ELECTION OF DIRECTORS: The nominees are Charles M. Butler III and
David J. Parsons for three year terms as Class I Directors.
FOR all nominees WITHHOLD
listed above (except AUTHORITY
as marked to the to vote for all
contrary). nominees listed above.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW).
___________________________________________________
2. Proposal to approve the Director Stock Option Plan as described in the
accompanying Proxy Statement.
FOR AGAINST ABSTAIN
3. Proposal to approve the amended and restated Employee Stock Option Plan as
described in the accompanying Proxy Statement.
FOR AGAINST ABSTAIN
4. To ratify selection of Coopers & Lybrand as the auditors of the
Corporation for 1996.
FOR AGAINST ABSTAIN
5. To vote upon such other business as may properly come before the meeting
or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS AND WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE HEREIN. IF A CHOICE IS NOT INDICATED
WITH RESPECT TO THE ABOVE PROPOSAL FOR THE ELECTION OF
DIRECTORS, THIS PROXY WILL BE VOTED "FOR" SAID PROPOSAL.
IF ANY OTHER MATTERS SHOULD BE BROUGHT BEFORE THE MEETING,
THE PROXIES WILL VOTE ON SUCH MATTERS IN ACCORDANCE WITH
THEIR BEST JUDGMENT. THIS PROXY IS REVOCABLE AT ANY TIME
BEFORE IT IS EXERCISED.
DATED this ____________ day of ___________________, 1996
________________________________________________________
________________________________________________________
Signature(s) of Stockholder(s)
Joint owners must EACH sign. Please sign EXACTLY as your
name(s) appear(s) on this card. When signing as
attorney, trustee, executor, administrator, guardian or
corporate officer, please give your FULL title. If a
partnership, please sign in partnership name by
authorized person.
PLEASE SIGN, DATE AND MAIL TODAY
FOLD AND DETACH HERE
