U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
Amendment No. 1
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required] for the fiscal
year ended December 31, 1995.
or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No fee required] for the
transition period from ______________ to _____________.
Commission file number 0-18205
HAWKINS ENERGY CORPORATION
____________________________________________
(Name of Small Business Issuer in its charter)
Oklahoma 73-1345732
________________________ _______________
(State of Incorporation) (I.R.S. Employer)
Identification No.
Twenty East Fifth Street, Suite 1500, Tulsa, OK 74103
________________________________________________________
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 918-587-5815
____________
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Title of Class
______________
Common Stock, par value $.01 per share
Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
______ _____
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and
no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
Issuer's revenue for the year ended
December 31, 1995 -- $10,022,000
Aggregate Market Value of Voting
Stock held by Non-affiliates on
March 22, 1996 -- $ 2,843,632
Number of Shares of Common Stock
Outstanding on March 22, 1996 -- 12,980,668
Transitional Small Business Issuer Disclosure Format (Check one):
Yes [ ] No [X]
<PAGE>
Items 9 - 12 of Part III of the Company's Form 10-KSB for the year-
ended December 31, 1995 are hereby amended in their entirety as
follows:
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS OF THE REGISTRANT; COMPLIANCE WITH SECTION 16(a)
OF THE EXCHANGE ACT
<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of the Company, their ages
and positions held in the Company are as follows:
NAME AGE POSITION
<S> <C> <C>
Thomas F. Ostrye 43 Chairman, President and
Director
Don E. Smith 47 President of Equity
Compressors, Inc. and
Director
David J. Parsons 41 Vice President of Equity
Compressors, Inc. and
Director
Charles M. Butler, III 53 Director
John B. Hawkins 49 Director
Clifford S. Lewis 41 Director
Donald C. Nejedly 38 Director
</TABLE>
The following is a brief account of the business experience of
each director and executive officer of the Company:
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 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.
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.
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. 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
<PAGE>
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. 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. 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.
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.
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.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth information with respect to 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.
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
Long
Term
Compen-
sation
Awards
______
Annual Compensation Number
________________________ of
Shares
Name and Under- Other
Principal Fiscal lying Compen-
Position Year Salary(1) Bonus Options sation(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 1994 $ 100,000 $ 5,000 65,000 $ 2,100
Board, 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
President, Equity 1994 $ 98,414 $ 5,000 40,000 $ 2,068
Compressors, Inc. 1993 $ 53,846 $ 0 0 $ 0
______________________
<FN>
(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 $50,000 or 10% of
the total amount of annual salary and bonus for any named
individual.
(3) The 1995 amounts are through the resignation date in November
1995.
(4) Mr. Smith became an employee and executive officer of the
Company on June 11, 1993.
</FN>
</TABLE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values
The following table sets forth certain information with respect
to options exercised by the named executive officers of the Company
during fiscal 1995, and the number and value of unexercised options
held by such executive officers at the end of the fiscal year.
<PAGE>
<TABLE>
<CAPTION>
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options at
Shares Options at Fiscal Fiscal Year End
Acquired Year End (#) ($)(1)
on Value ________________ _______________
Exer- Realized Exer- Unexer- Exer- Unexer-
Name cise(#) ($)(1) cisable cisable cisable cisable
_______________________________________________________________________
<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
_____________________
<FN>
(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.
</FN>
</TABLE>
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.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
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.
<PAGE>
<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 direct and indirect
Tulsa, OK 74103
R. P. Gregory, Jr. ......... 3,037,251(2) 23.40%
7575 San Felipe, indirect
Suite 350
Houston, TX 77063
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%
____________________________
<FN>
* 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.
(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.
</FN>
</TABLE>
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of Sections 13 of 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
HAWKINS ENERGY CORPORATION
DATE: May 10, 1996 By: /s/ Thomas F. Ostrye
______________________________
THOMAS F. OSTRYE
Chairman, President and
Treasurer
ISTE:\G-J\HAWKINS\10KSBA
