<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
MARINE DRILLING COMPANIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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>
[LOGO]
MARINE DRILLING COMPANIES, INC.
- -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 9, 1996
- -------------------------------------------------------------------------------
To the Stockholders:
Notice is hereby given that the annual meeting of stockholders of
Marine Drilling Companies, Inc. ("the Company") will be held at the Embassy
Suites Hotel, 9090 Southwest Freeway, in Houston, Texas on Thursday, May 9, 1996
at 9:00 a.m. for the following purposes:
1. To elect eight (8) directors.
2. To transact such other business as may
properly be brought before the meeting or any
adjournment(s) thereof.
Stockholders of record of the Company's Common Stock at the close
of business on April 4, 1996 will be entitled to notice of and to vote at the
meeting or any adjournment(s) thereof. A list of such stockholders will be
available at the time and place of the meeting and at the Company's offices, One
Sugar Creek Center Blvd., Suite 600, Sugar Land, Texas 77478-3556, during the
ten days preceding the meeting.
By Order of the Board of Directors,
/s/ Joan R. Smith
Joan R. Smith
Secretary
Sugar Land, Texas
April 4, 1996
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE MEETING,
WHETHER OR NOT YOU ARE ABLE TO ATTEND PERSONALLY. ACCORDINGLY, YOU ARE
REQUESTED TO SIGN, DATE AND MAIL PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED.
<PAGE>
PROXY STATEMENT
------------
SOLICITATION AND REVOCABILITY OF PROXIES
This proxy statement is being furnished to the stockholders of
Marine Drilling Companies, Inc. (the "Company") in connection with the
solicitation of proxies by the Company's Board of Directors for use at the
Annual Meeting of Stockholders to be held at the Embassy Suites Hotel, 9090
Southwest Freeway, in Houston, Texas on Thursday, May 9, 1996 at 9:00 a.m. CDT
and any adjournment thereof. The approximate date on which this proxy statement
and the form of proxy are first being sent or given to stockholders of the
Company is April 9, 1996.
At the Annual Meeting, the holders of shares of common stock, par
value $.01 per share, of the Company (the "Common Stock") will be asked to
consider and vote upon (i) the election of eight persons to serve on the Board
of Directors of the Company and (ii) to consider and take action upon such other
matters as may properly come before the Annual Meeting.
All shares of Common Stock represented at the Annual Meeting by
properly executed proxies received prior to or at the Annual Meeting, and not
revoked, will be voted at the Annual Meeting in accordance with the instructions
indicated on such proxies. If no instructions are indicated with respect to any
shares for which properly executed proxies have been received and which are
eligible to vote, such proxies will be voted FOR the Board of Directors'
nominees for directors. If any other matters are properly presented at the
Annual Meeting for action, the persons named in the proxies and acting
thereunder will have discretion to vote on such matters in accordance with their
best judgment as to the best interests of the Company. The Board of Directors
of the Company does not know of any other matters to be brought before the
Annual Meeting.
Any proxy given pursuant to this solicitation may be revoked by
the person giving it at any time before it is voted. Proxies may be revoked by
any of the following actions: (i) filing with the Secretary of the Company, at
or before the Annual Meeting, but in any event prior to the vote on the matter
as to which revocation is sought, a written notice of revocation bearing a later
date than the proxy; (ii) duly executing and submitting a subsequent proxy
relating to the Annual Meeting; or (iii) voting in person at the Annual Meeting
(although attendance at the Annual Meeting will not, in and of itself,
constitute a revocation of a proxy). Any written notice revoking a proxy should
be sent to the Secretary of the Company at the Company's principal executive
offices, One Sugar Creek Center Blvd., Suite 600, Sugar Land, Texas 77478-3556.
The close of business on April 4, 1996 was the date fixed by the
Board of Directors for the determination of stockholders of record entitled to
notice of and to vote at the Annual Meeting and any adjournment thereof. On
April 4, 1996, the Company had 44,021,250 outstanding shares of Common Stock,
constituting the only class of stock outstanding. The holders of a majority of
the outstanding shares of Common Stock as of April 4, 1996, present in person or
represented by proxy and eligible to vote, will constitute a quorum at the
Annual Meeting. A list of such stockholders will be available at the time and
place of the meeting and at the Company's offices, One Sugar Creek Center Blvd.,
Suite 600, Sugar Land, Texas 77478-3556, during the ten days preceding the
meeting.
Each share of Common Stock is entitled to one vote at the Annual
Meeting with respect to each matter to be voted upon. The persons named in the
accompanying proxy will vote for the nominees named herein unless specifically
instructed to the contrary.
1
<PAGE>
The Company's Annual Report for the year ended December 31, 1995,
which includes, among other things, the Company's audited consolidated balance
sheets at December 31, 1995 and 1994, respectively, and audited consolidated
statements of income and changes in financial position for each of the years
ended December 31, 1995, 1994 and 1993, respectively, will be mailed with this
Proxy Statement. Additional copies are available from the Company upon request.
The cost of this solicitation will be borne by the Company. It
is expected that the solicitation of proxies will be primarily by mail,
telephone and telegraph. The Company has arranged for American Stock Transfer &
Trust Company, 40 Wall Street, New York, New York 10005 to solicit proxies in
such manner at no cost other than out-of-pocket expenses. Proxies may also be
solicited personally by directors, officers, and other regular employees of the
Company in the ordinary course of business and at nominal cost. Proxy materials
will be provided for distribution through brokers, custodians, and other
nominees or fiduciaries to beneficial holders of the Common Stock. The Company
expects to reimburse such parties for their reasonable out-of-pocket expenses
incurred in connection therewith.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the
shares of Common Stock (the only class of securities of the Company) owned of
record and beneficially as of April 4, 1996, by (i) all persons who own of
record or are known by the Company to own beneficially more than 5% of the
outstanding shares of such class of stock, (ii) each current director of the
Company, (iii) each executive officer of the Company named in the Summary
Compensation Table included elsewhere herein and (iv) all directors and
executive officers of the Company as a group:
<TABLE>
<CAPTION>
COMMON STOCK
------------------------
NUMBER PERCENTAGE
OF OF COMMON
STOCKHOLDER SHARES (1) STOCK OWNED
- ----------- ---------- ------------
<S> <C> <C>
Warburg, Pincus Capital Company, L.P. (2). . 9,991,119 22.7%
466 Lexington Avenue
New York, NY 10017
FMR Corp. (3). . . . . . . . . . . . . . . . 2,807,000 6.4%
82 Devonshire Street
Boston, MA 02109
Hugh L. Adkins (4) . . . . . . . . . . . . . 78,806 *
Robert L. Barbanell (5). . . . . . . . . . . 8,979 *
David A. B. Brown (6). . . . . . . . . . . . 2,979 *
Howard I. Bull (7) . . . . . . . . . . . . . 7,599 *
William H. Flores (8). . . . . . . . . . . . 263,627 *
Gerald T. Greak (9). . . . . . . . . . . . . 102,649 *
Nathaniel A. Gregory (10). . . . . . . . . . 7,979 *
William O. Keyes (11). . . . . . . . . . . . 1,758,770 4.0%
David E. Libowitz (12) . . . . . . . . . . . -- --
Christopher M. Linneman (13) . . . . . . . . 2,979 *
Howard H. Newman (14) . . . . . . . . . . . 9,991,119 22.7%
Joan R. Smith (15) . . . . . . . . . . . . . 47,138 *
All executive officers and directors
as a group (12 persons) (16). . . . . . . . 12,272,624 27.9%
</TABLE>
- -----------------
* Less than one percent
(SEE NOTES ON FOLLOWING PAGE)
3
<PAGE>
FOOTNOTES:
(1) Includes shares of Common Stock held by the Trustees of the
Marine Drilling Companies 401(k) Profit Sharing Plan for the
accounts of individuals as follows: Mr. Keyes -- 4,488 shares;
Mr. Flores -- 4,681 shares; Mr. Greak -- 4,018 shares; Mr. Adkins
-- 4,222 shares and Ms. Smith -- 3,388 shares.
(2) Based on a Schedule 13D filed by Warburg, Pincus Capital Company,
L.P. on March 27, 1996. The sole general partner of Warburg,
Pincus Capital Company, L.P. ("Warburg") is Warburg, Pincus &
Co., a New York general partnership ("WP"). Lionel I. Pincus is
the managing partner of WP and may be deemed to control it. E.M.
Warburg, Pincus & Co., Inc. ("EMW"), through a wholly-owned
subsidiary, manages Warburg. WP owns all of the outstanding
stock of EMW and, as the sole general partner of Warburg, has a
20% interest in the profits of Warburg. EMW owns 0.9% of the
limited partnership interests in Warburg. Howard H. Newman, a
Director of the Company nominated by Warburg, is a Managing
Director of EMW and is a general partner of WP. As such,
Mr. Newman may be deemed to have an indirect pecuniary interest
(within the meaning of Rule 16a-1 under the Securities and
Exchange Act of 1934) in an indeterminate portion of the shares
beneficially owned by Warburg, WP and EMW. David E. Libowitz, a
Director of the Company, is an officer of a wholly-owned
subsidiary of EMW. He serves on the Company's Board of Directors
as a nominee of Warburg, and disclaims beneficial ownership of
the stock of the Company owned by Warburg. See Notes (12) and
(14) below. See "Shareholders' Agreement" included as part of
this Item 1.
(3) Based on a Schedule 13G filed by FMR Corp. on February 14, 1996.
Such Schedule 13G indicates that Fidelity Management & Research
Company, a wholly-owned subsidiary of FMR Corp., is the
beneficial owner of 2,807,000 shares as a result of acting as
advisor to several investment companies and that Fidelity
Management Trust Company, a wholly-owned subsidiary of FMR Corp.,
is the beneficial owner of 2,807,000 shares as a result of its
serving as investment manager of institutional accounts. Edward
C. Johnson 3rd, Chairman of FMR Corp., and Abigail P. Johnson
each own 6.44% of the outstanding voting common stock of FMR
Corp.
(4) Mr. Adkins is Senior Vice President and Operations Manager of the
Company. Mr. Adkins holds options to purchase 205,000 shares of
Common Stock under the Company's 1992 Long Term Incentive Plan,
and as of April 4, 1996, 73,750 shares were exercisable within
sixty (60) days.
(5) Robert L. Barbanell has been a Director of the Company since June
23, 1995. Mr. Barbanell holds options to purchase 10,000 shares
of Common Stock under the 1995 Non-Employee Directors' Plan, and
as of April 4, 1996, no shares were exercisable within sixty (60)
days.
(6) David A. B. Brown has been a Director of the Company since June
23, 1995. Mr. Brown holds options to purchase 10,000 shares of
Common Stock under the 1995 Non-Employee Directors' Plan, and as
of April 4, 1996, no shares were exercisable within sixty (60)
days.
(7) Howard I. Bull has been a Director of the Company since June 23,
1995. Mr. Bull holds options to purchase 10,000 shares of Common
Stock under the 1995 Non-Employee Directors' Plan, and as of
April 4, 1996, no shares were exercisable within sixty (60) days.
(8) Mr. Flores is a Director, Chief Operating Officer, Senior Vice
President and Chief Financial Officer of the Company. Mr. Flores
holds options to purchase 400,000 shares of Common Stock under
the Company's 1992 Long Term Incentive Plan, and as of April 4,
1996, 225,000 shares were exercisable within sixty (60) days.
(NOTES CONTINUED ON FOLLOWING PAGE)
4
<PAGE>
FOOTNOTES (continued) --
(9) Mr. Greak is Senior Vice President--Engineering of the Company.
Mr. Greak holds options to purchase 201,800 shares of Common
Stock under the Company's 1992 Long Term Incentive Plan, and as
of April 4, 1996, 95,550 shares were exercisable within sixty
(60) days.
(10) Mr. Gregory has been a Director of the Company since June 23,
1995. Of the shares indicated as owned by Mr. Gregory, 5,000 are
owned directly by The Gregory Family Foundation, a tax-exempt
charitable foundation, of which Mr. Gregory is President. Mr.
Gregory holds options to purchase 10,000 shares of Common Stock
under the 1995 Non-Employee Directors' Plan, and as of April 4,
1996, no shares were exercisable within sixty (60) days.
(11) Mr. Keyes is Chairman of the Board, Chief Executive Officer,
President and Director of the Company. Mr. Keyes holds options
to purchase 300,000 shares of Common Stock under the Company's
1992 Long Term Incentive Plan, and as of April 4, 1996, 125,000
were exercisable within sixty (60) days.
(12) Mr. Libowitz is a Director of the Company. Mr. Libowitz is an
officer of a wholly-owned subsidiary of EMW. He serves on the
Company's Board of Directors as a nominee of Warburg, and
disclaims beneficial ownership of the stock of the Company owned
by Warburg. See Note (2) above.
(13) Mr. Linneman, a Managing Director of Chemical Securities Inc., is
a Director of the Company. Mr. Linneman served as Warburg's
representative to the Company's Board of Directors until July 20,
1994 pursuant to a shareholders' agreement. See "Shareholders'
Agreement" included as part of this Item 1. Mr. Linneman was an
officer of a wholly-owned subsidiary of EMW until April 1994.
See Note (2) above. Mr. Linneman holds options to purchase
10,000 shares of Common Stock under the 1995 Non-Employee
Directors' Plan, and as of April 4, 1996, no shares were
exercisable within sixty (60) days.
(14) Mr. Newman is a Director of the Company. All of the shares
indicated as owned by Mr. Newman are owned directly by Warburg
and are included because of Mr. Newman's affiliation with
Warburg. Mr. Newman disclaims "beneficial ownership" of these
shares within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934. See Note (2) above.
(15) Ms. Smith is Vice President, Controller and Secretary of the
Company. Ms. Smith holds options to purchase 101,250 shares of
Common Stock under the Company's 1992 Long Term Incentive Plan,
and as of April 4, 1996, 43,750 shares were exercisable.
(16) Included are the shares owned by Warburg with which Messrs.
Newman and Libowitz are associated and 438,050 option shares
owned by the executive officers which are exercisable within
sixty (60) days of the date of April 4, 1996.
5
<PAGE>
ITEM 1 - ELECTION OF DIRECTORS
The Company's Board of Directors currently consists of nine
directors. Eight directors will be elected at the 1996 Annual Meeting of
Stockholders to serve until the next Annual Meeting of Stockholders or until the
election and qualification of their respective successors.
It is intended that the proxies received from holders of the
Company's Common Stock, in the absence of contrary instructions, will be voted
at the 1996 Annual Meeting for the election of the nominees for director whose
names are set forth below. Although the Company does not contemplate that any
of the nominees will be unable to serve, decline to serve, or otherwise be
unavailable as a nominee at the time of the Annual Meeting, in such event the
proxies will be voted in accordance with the authority granted in the proxies
for such other candidate or candidates as may be nominated by the Board of
Directors. Each of the nominees named below has consented to being named in
this proxy statement and to serve if elected.
The affirmative vote of the holders of a majority of the shares
of Common Stock represented in person or by proxy and entitled to vote at the
Annual Meeting is required for the election of directors. Under Texas law, an
abstention would have the same legal effect as a vote against a director, but a
broker non-vote would not be counted for purposes of determining whether a
majority had been achieved. Shareholders may not cumulate their votes in the
election of directors.
Pursuant to the Shareholders' Agreement discussed below, Warburg
has nominated for election as directors Howard H. Newman and David E. Libowitz.
SHAREHOLDERS' AGREEMENT
Under a shareholders' agreement ("the Shareholders' Agreement")
entered into in connection with the Company's reorganization and
recapitalization in 1992 and early 1993 (the "Recapitalization"), Warburg has
the right to designate one director nominee so long as the shares owned by it
equal or exceed 5% of the outstanding Common Stock, and the right to designate
an additional nominee (for a total of two) so long as the shares then owned by
it equals or exceeds 15% of the Company's outstanding Common Stock.
NOMINEES FOR DIRECTOR
The following table sets forth certain information as of April 4,
1996 for each nominee for director, including his name, age, position with the
Company, and the year he became a director of the Company.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION WITH THE COMPANY SINCE
- ---------------------- --- ------------------------------------ --------
<S> <C> <C> <C>
Robert L. Barbanell.............. 65 Director(1) 1995
David A. B. Brown................ 52 Director 1995
Howard I. Bull................... 55 Director 1995
William H. Flores................ 42 Chief Operating Officer, Senior Vice
President, Chief Financial Officer,
Assistant Secretary and Director 1990
Nathaniel A. Gregory............. 47 Director 1995
David E. Libowitz................ 33 Director 1994
Christopher M. Linneman.......... 36 Director 1994
Howard H. Newman................. 48 Director 1987
</TABLE>
(1) The Company currently expects that Mr. Barbanell will be elected to serve
as Chairman of the Board of Directors and President of the Company
immediately following the 1996 Annual Meeting.
6
<PAGE>
Robert L. Barbanell has been a Director of the Company since June
1995. Mr. Barbanell has served as President of Robert L. Barbanell Associates,
Inc., a financial consulting firm since July 1994. Mr. Barbanell was employed
by Bankers Trust New York Corporation from June 1986 to June 1994 as Managing
Director and from December 1981 to June 1986 as Senior Vice President. He is
also a Director of Cantel Industries, Inc. and Kaye Group, Inc.
David A. B. Brown has been a Director of the Company since June
1995. Mr. Brown has served as President of The Windsor Group, Inc., a strategy
consulting firm, since 1984. Prior thereto, Mr. Brown was a partner of the
Braxton Group, a strategy consulting firm. He also served as Chairman of the
Board of the Comstock Group from 1988 to 1990. Mr. Brown is a Director of BTU
International and EMCOR Group, Inc.
Howard I. Bull has been a Director of the Company since June
1995. Mr. Bull has served as President, Director and Chief Executive Officer of
Dal-Tile, a manufacturer and distributor of ceramic tile, since February 1994.
Prior thereto, Mr. Bull served as President of the Air Conditioning Business
Group of York International Corporation ("York") from May 1992 to February 1993
and as the President of the York Applied Systems Division of York from January
1990 to May 1992. From February 1979 to November 1990, Mr. Bull was employed by
Baker Hughes, Inc. in several executive positions.
William H. Flores has been Chief Operating Officer since March
1996 and Senior Vice President, Chief Financial Officer, Assistant Secretary and
Director since March 1990. Prior thereto, Mr. Flores served as Vice President--
Finance for Keyes Offshore, Inc. since December 1986.
Nathaniel A. Gregory has been a Director of the Company since
June 1995. Mr. Gregory has served as Chairman and Chief Executive Officer of
National Tank Company (Natco) since April 1993. Prior thereto, Mr. Gregory
served as a Managing Director of Smith Barney from September 1991 to April 1993.
David E. Libowitz has been a Director of the Company since 1994.
Mr. Libowitz has served as a Vice President of Warburg, Pincus Ventures, Inc.,
the venture banking subsidiary of E.M. Warburg, Pincus & Co., Inc., since
January 1995 and has been associated with E. M. Warburg, Pincus & Co., Inc.
since 1991. Prior thereto, he served as Investment Manager for Equitable
Capital Management Corporation from July 1989 to June 1991. He is also a
Director of Caribiner International, Inc.
Christopher M. Linneman has been a Director of the Company since
1994. Mr. Linneman has served as Managing Director of Chemical Securities Inc.
since May 1994. Prior thereto, he served as a Vice President of E. M. Warburg,
Pincus & Co., Inc. from January 1992 to April 1994, and as an Associate thereof
from April 1990 to December 1991.
Howard H. Newman has been a Director of the Company since 1987.
Mr. Newman has served as Managing Director of E.M. Warburg, Pincus & Co., Inc.
since 1987. He is also a Director of ADVO, Inc., Comcast UK Cable Partners
Limited, Newfield Exploration Company and RenaissanceRe Holdings Ltd.
7
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES
The Company's Board of Directors currently has nine members.
During 1995, the Board of Directors held eleven meetings. In addition, some
decisions made by the Board of Directors were formalized during 1995 through the
execution of one unanimous written consent. The Board has two standing
committees which are discussed below: (i) the Personnel and Compensation
Committee and (ii) the Audit Committee; however, the Board does not have a
nominating committee.
PERSONNEL AND COMPENSATION COMMITTEE--The Personnel and
Compensation Committee of the Board of Directors of the Company (the
"Compensation Committee") currently consists of three members: David A. B.
Brown, Howard I. Bull and Howard H. Newman (Chairman). The purpose of the
Compensation Committee is to ensure that the Company has a broad plan of
executive compensation that is competitive and motivating to the degree that it
will attract, hold and inspire performance of managerial and other key personnel
thereby enhancing the growth and profitability of the Company. During 1995, the
Compensation Committee held one meeting.
AUDIT COMMITTEE--The Company's Audit Committee currently consists
of four members: Robert L. Barbanell (Chairman), David A. B. Brown, Nathaniel
A. Gregory and David E. Libowitz. The functions of the Audit Committee include
reviewing and examining monthly detailed reports submitted by the Chief
Financial Officer of the Company, evaluating internal controls and recommending
the engagement and continuation of independent auditors. During 1995, the Audit
Committee held three meetings.
DIRECTOR COMPENSATION AND EXPENSES
Effective June 23, 1995, the Company's non-employee directors are
paid a $12,000 annual cash retainer plus a cash payment of $500 per board
meeting attended (whether by teleconference or otherwise) and a payment of $500
per committee meeting attended (whether by teleconference or otherwise). Non-
employee directors who participate in a committee meeting or teleconference
which is held on the same date as a board meeting receive $250 per committee
meeting attended. Committee Chairmen also receive $500 per quarter for serving
in such capacity. In addition, pursuant to the Company's 1995 Non-Employee
Directors' Plan (the "Directors' Plan"), each non-employee director is entitled
to an initial option to purchase 10,000 shares of the Company's Common Stock
upon a non-employee director's initial election to the Board of Directors (or
effectiveness of the Directors' Plan), and an option to purchase 2,500 shares of
the Company's Common Stock upon each successive election to the board of
directors. In addition, the Directors' Plan provides semi-annual awards to each
non-employee director of a number of shares of the Company's Common Stock having
an initial market value of $6,000 per grant.
8
<PAGE>
EXECUTIVE COMPENSATION AND RELATED MATTERS
The following table sets forth information with respect to the
five executive officers of the Company:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------- -----------------------
AWARDS
----------
OTHER SECURITIES ALL OTHER
ANNUAL UNDERLYING COMPEN-
NAME AND COMPEN- STOCK LTIP SATION
PRINCIPAL POSITION YEAR SALARY BONUS SATION OPTIONS PAYOUTS (1)
------------------ ---- -------- ---------- ------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
William O. Keyes 1995 $200,016 $ -- $-- 100,000 $-- $22,851
Director, Chairman 1994 180,000 65,000 -- -- -- 18,840
of the Board, 1993 165,000 2,000,000 -- -- -- 16,186
President & CEO
William H. Flores 1995 149,014 -- -- 100,000 -- 8,300
Director, COO, 1994 140,016 44,500 -- -- -- 7,756
SVP, CFO & 1993 130,008 2,000,000 -- -- -- 9,751
Asst. Secr.
Gerald T. Greak 1995 126,432 -- -- 25,000 -- 10,033
SVP--Engineering 1994 126,432 15,000 -- -- -- 9,395
1993 120,400 169,199 -- 75,000 -- 11,317
Hugh L. Adkins 1995 126,480 -- -- 75,000 -- 8,332
SVP/Operations Mgr. 1994 115,032 17,250 -- -- -- 8,527
1993 100,000 199,499 -- 75,000 -- 8,404
Joan R. Smith 1995 89,784 3,591 -- 25,000 -- 5,636
VP/Controller/Secr. 1994 85,224 14,000 -- -- -- 5,363
1993 80,640 197,352 -- 40,000 -- 6,780
</TABLE>
______________________
FOOTNOTES:
(1) "All Other Compensation" includes the value of group life insurance benefits
provided on behalf of each respective executive officer, benefits related
to the Marine Drilling Companies 401(k) Profit Sharing Plan including
(i) the value of the Company's matching contributions up to 5% of qualified
compensation and (ii) the value of forfeitures allocated to each
individual's account, and benefits related to the Executive Deferred
Compensation Plan effective December 31, 1994 including the value of the
Company's matching contributions up to 5% of qualified compensation.
The amounts reported are set forth in detail below:
<TABLE>
<CAPTION>
LIFE 401(K) EXEC. DEF.
NAME YEAR INSURANCE PLAN PLAN
----------------- ---- --------- ------ ----------
<S> <C> <C> <C> <C>
William O. Keyes 1995 $11,340 $7,500 $4,011
1994 11,340 7,500 --
1993 6,950 9,236 --
William H. Flores 1995 800 7,500 --
1994 755 7,001 --
1993 515 9,236 --
Gerald T. Greak 1995 2,961 7,072 --
1994 1,895 7,500 --
1993 2,081 9,236 --
Hugh L. Adkins 1995 1,145 7,187 --
1994 1,027 7,500 --
1993 1,044 7,360 --
Joan R. Smith 1995 447 5,189 --
1994 272 5,091 --
1993 319 6,461 --
</TABLE>
9
<PAGE>
OTHER MATTERS
The Company has adopted an executive severance policy covering
six of its officers, including each of the named executive officers, providing
for severance consideration of one year's base pay and continuation of certain
employee benefits. These amounts and benefits are payable upon termination of
employment of such executive other than (i) a termination by the Company for
cause (as defined in the policy), (ii) a termination by the executive without
cause (as provided in the policy) or (iii) the death or disability of the
executive. The covered executive is entitled to such amount and benefit if he
resigns within 30 days of the discontinuance of this policy or a reduction in
the economic benefits provided therein within one year after occurrence of a
change of control of the Company as defined in the Marine Drilling 1992 Long-
Term Incentive Plan.
STOCK OPTIONS
The following table contains certain information with respect to
stock options granted to the named Executive Officers and Non-Employee Directors
in 1995 under the Marine Drilling 1992 Long Term Incentive Plan and the 1995
Non-Employee Directors' Plan:
STOCK OPTION GRANTS IN 1995
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE VALUE AT ASSUMED
TOTAL OPTIONS ANNUAL RATES OF STOCK PRICE
GRANTED TO EXERCISE OR APPRECIATION FOR OPTION TERM(2)
OPTIONS EMPLOYEES BASE PRICE EXPIRATION -----------------------------------------
NAME GRANTED(1) IN 1995 ($/SHARE) DATE 0% 5% 10%
---- ---------- ------------- ----------- ---------- ---- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Executive Officers --
All Stockholders(3) N/A N/A $2.50 N/A $-0- $69,211,824 $175,396,338
William O. Keyes 100,000 18.9% 2.50 02/27/2005 -0- 157,222 398,435
William H. Flores 100,000 18.9% 2.50 02/27/2005 -0- 157,222 398,435
Hugh L. Adkins 75,000 14.2% 2.50 02/27/2005 -0- 117,917 298,826
Gerald T. Greak 25,000 4.7% 2.50 02/27/2005 -0- 39,305 99,608
Joan R. Smith 25,000 4.7% 2.50 02/27/2005 -0- 39,305 99,608
Non-Employee Directors --
All Stockholders(4) N/A N/A 4.00 N/A -0- 110,738,910 280,634,141
Robert L. Barbanell 10,000 N/A 4.00 06/22/2005 -0- 25,156 63,750
David A. B. Brown 10,000 N/A 4.00 06/22/2005 -0- 25,156 63,750
Howard I. Bull 10,000 N/A 4.00 06/22/2005 -0- 25,156 63,750
Nathaniel A. Gregory 10,000 N/A 4.00 06/22/2005 -0- 25,156 63,750
David E. Libowitz -- N/A -- -- -- -- --
Christopher M. Linneman 10,000 N/A 4.00 06/22/2005 -0- 25,156 63,750
Howard H. Newman -- N/A -- -- -- -- --
</TABLE>
__________________________
(SEE FOOTNOTES ON FOLLOWING PAGE)
10
<PAGE>
(1) Reflects options to purchase the indicated numbers of shares of the
Company's Common Stock. All options granted to the named officers were
granted under the Marine Drilling 1992 Long Term Incentive Plan at
exercise prices equal to the closing market price of the Common Stock on
February 28, 1995 which was the date of the grants. All options granted
to the named officers have a four year vesting period with 25% vesting on
each anniversary of the date of grant until February 28, 1999. If a
"change in control" (as defined in the plan) occurs, then all options
then outstanding shall become fully exercisable, and, unless otherwise
determined by the Compensation Committee, the value of outstanding
options (other than those granted within the prior six months to persons
subject to Section 16 of the Securities Exchange Act of 1934) will be
cashed out on the basis of the highest price paid (or offered) during the
preceding 60 day period.
(2) These amounts represent certain assumed rates of appreciation only, as
prescribed by the SEC. Actual gains, if any, on stock option exercises
or stock holdings are dependent on the future performance of the
Company's stock. There can be no assurance that the amounts reflected in
this table will be achieved. These calculations are not intended to
forecast possible future appreciation, if any, of the price of the
Company's Common Stock.
(3) Based on 44,021,250 shares of the Company's Common Stock outstanding on
April 4, 1996, using the $2.50 Common Stock closing price on February 28,
1995 as the base price.
(4) Based on 44,021,250 shares of the Company's Common Stock outstanding on
April 4, 1996, using the $4.00 Common Stock closing price on June 23, 1995
as the base price.
The following table sets forth information with respect to each
named person concerning the exercise of options during the last fiscal year and
the number of shares covered by all exercisable and non-exercisable stock
options held by the named persons at the end of the fiscal year.
AGGREGATED 1995 OPTION EXERCISES
AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
OPTIONS EXERCISED VALUE OF UNEXERCISED
------------------------ NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT 12/31/95 AT 12/31/95 (1)
ACQUIRED VALUE ----------------------------- ----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Executive Officers --
William O. Keyes................. 100,000 $118,750 100,000 200,000 $387,500 $650,000
William H. Flores................ -- -- 200,000 200,000 775,000 650,000
Gerald T. Greak.................. -- -- 189,300 112,500 588,225 259,375
Hugh L. Adkins................... -- -- 150,520 150,000 437,953 342,188
Joan R. Smith.................... -- -- 57,500 63,750 145,313 138,281
Non-Employee Directors --
Robert L. Barbanell.............. -- -- -- 10,000 -- 11,250
David A. B. Brown................ -- -- -- 10,000 -- 11,250
Howard I. Bull................... -- -- -- 10,000 -- 11,250
Nathaniel A. Gregory............. -- -- -- 10,000 -- 11,250
David E. Libowitz (2)............ N/A N/A N/A N/A N/A N/A
Christopher M. Linneman.......... -- -- -- 10,000 -- 11,250
Howard H. Newman (2)............. N/A N/A N/A N/A N/A N/A
</TABLE>
(1) This valuation represents the difference between $5.125, the closing price
of the Common Stock on the Nasdaq Stock Market on December 29, 1995 and
the exercise prices of the stock options.
(2) Mr. Libowitz and Mr. Newman waived their rights to participate in the 1995
Non-Employee Directors' Plan.
11
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The directors and officers of the Company have no interlocking
relationships with the compensation committees (or their equivalent) of any
other entity.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") requires the Company's directors and executive officers, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file by specific dates with the Securities and Exchange
Commission ("SEC") initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. The Company is required to report in this proxy statement any failure to
file by the relevant due date any of these reports during the preceding fiscal
year.
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 the fiscal year ended December 31, 1995, all
Section 16(a) filing requirements applicable to the Company's officers,
directors and greater than ten percent beneficial owners were timely satisfied.
12
<PAGE>
PERSONNEL AND COMPENSATION COMMITTEE REPORT
REGARDING EXECUTIVE COMPENSATION
COMPENSATION POLICY REGARDING EXECUTIVE OFFICERS
The Compensation Committee is responsible for the design of the
Company's compensation and incentive programs. The Compensation Committee is
composed of the undersigned individuals who are non-officer directors. The
Compensation Committee's goal is to develop and implement compensation and
incentive programs which cause the Company's officers and employees to focus on
increasing shareholder value as well as retaining and motivating employees who
are capable of furthering that goal.
The Compensation Committee has established a three-part program
with respect to employee compensation. The first component involves providing
base salaries which approximate the average for companies comprising the
offshore contract drilling industry. The Compensation Committee conducted a
formal review in this regard in establishing base salaries for 1995. The second
and third components were developed through the design of the Marine Drilling
1992 Long Term Incentive Plan (the "Plan"). The second component provides for
the payment of performance bonuses which are based upon (i) the Company's
achievement of certain goals with respect to its safety record, its financial
performance and its operational performance, (ii) each individual employee's
performance in furtherance of those goals, and (iii) each employee's achievement
of individual objectives (as applicable). With respect to the establishment of
compensation for each executive officer, the Compensation Committee considers an
individual's past performance and skills, as well as the individual's ability to
enhance shareholder value.
During 1995, the Company's executives received bonuses which
reflected their individual attainment of goals as described in (ii) and (iii)
above, as well as the Company's attainment of its operational and safety goals.
The Company did not fully achieve its financial goals in 1995, therefore, the
bonuses awarded were minimal. The third component provides for the grant of
long term equity-based incentives through the utilization of stock options,
restricted stock and stock appreciation rights. From time to time, the Company
awards stock options to its executives to maintain a continuing emphasis on
increasing shareholder value. In early 1995, the Company awarded options for
325,000 shares of Common Stock to the executives named herein.
At the Compensation Committee's recommendation, the Company
modified the base salary and bonus components of its compensation program for
1995. Base salaries were set at levels which approximate the average for energy
service companies of similar size based upon a formal outside review conducted
in late 1994. In addition, the Company has modified its bonus program for 1995.
Bonuses are now based upon the Company's financial performance as compared to a
peer group of publicly traded offshore drilling companies. For this purpose,
the financial performance of each company will be determined by calculating the
amount of each company's earnings before interest, depreciation, amortization
and taxes ("EBITDA") as a percentage of revenues. The respective percentages of
each company will then be ranked and converted to a percentile format. The
Company must achieve a percentile ranking of 50% for bonuses to be awarded. At
that level, bonuses equal to twelve percent (12%) of base salary would be
awarded. The maximum bonus amount awarded under this program is equal to 50% of
base salary and is payable if the Company's financial performance is in the 90th
percentile or better. Additional bonus amounts may be payable for extraordinary
individual performance. This bonus program has been slightly modified for
future years. Beginning in 1996, bonuses will be determined by dividing the
Company's EBITDA by the fair market value of its operating assets. This factor
will be compared to similar calculations for the Company's peer group. Bonuses
will be based upon the Company's performance relative to its peer group.
13
<PAGE>
The Omnibus Budget Reconciliation Act of 1993 (the "Act") imposes
a limit of $1 million on the amount that a publicly held corporation may deduct
in any year for the compensation paid or accrued with respect to each of its
five most highly compensated officers, subject to certain exceptions. None of
the Company's executive officers currently receives compensation exceeding the
limits imposed by the Act. While the Compensation Committee cannot predict with
certainty how the Company's executive compensation might be affected in the
future by the Act or regulations issued thereunder, the Compensation Committee
intends to try to preserve the tax deductibility of all executive compensation
while maintaining the Company's executive compensation program as described in
this report.
DISCUSSION REGARDING COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Compensation Committee established the 1995 base salary of
the Company's Chief Executive Officer, $200,016, at a level which it believes is
approximately average for companies of comparable size in the offshore drilling
industry. In 1992 and 1995, the Company granted Mr. Keyes stock options of
significant size (400,000 shares granted in 1992 exercisable at $1.25 and
100,000 shares granted in 1995 exercisable at $2.50) which its believes will
maintain a close alignment between Mr. Keyes' performance and the shareholder
value of the Company. Mr. Keyes was eligible for a performance bonus in 1995
pursuant to the Plan in an amount up to 50% of his base salary as determined by
the Company's attainment of certain financial objectives. No bonus was payable
in 1995, however, due to the Company's financial results. The Compensation
Committee believes that Mr. Keyes' experience, reputation, performance and
impact on the Company's performance justify and reaffirm his compensation and
incentive package.
In March 1996, Mr. Keyes, the Company's current Chief Executive
Officer ("CEO") announced that he intends to retire from the Company and to
resign from its Board of Directors effective at the Annual Meeting. At the
current time, the Company's Board of Directors has established a committee to
examine the Company's options with respect to the office of CEO. Upon the
completion of this process, the Compensation Committee will review its
compensation package for the office of CEO.
April 4, 1996 The Personnel and Compensation Committee
David A. B. Brown
Howard I. Bull
Howard H. Newman
14
<PAGE>
CUMULATIVE TOTAL SHAREHOLDER RETURN OR
COMPARATIVE STOCK PERFORMANCE
The line graphs on the following page compare the changes in the
cumulative total shareholder returns from the beginning of January 1991 through
the end of 1995 of (i) the Company, (ii) the CRSP Total Return Index for the
NASDAQ Stock Market (the "NASDAQ Index"), (iii) the Simmons & Company
International Offshore Drillers Index (the "SCI Index") and (iv) the Peer Group
defined below. Due to the significant change in the Company's capital structure
pursuant to the Recapitalization and its financial results since that time, the
Company has also included a graph illustrating its performance since
December 31, 1992 as compared to the NASDAQ Index, the SCI Index and the Peer
Group.
The companies that comprise the SCI Index include the Company;
Arethusa (Off-shore) Ltd; Atwood Oceanics, Inc.; Cliffs Drilling Company;
Diamond Offshore Drilling, Inc.; Dual Drilling Company; ENSCO International,
Inc.; Falcon Drilling Company, Inc.; Global Marine, Inc.; Noble Drilling
Corporation; Reading & Bates Corporation; Rowan Companies, Inc.; and Sonat
Offshore Drilling Inc. The SCI Index includes several entities which operate
substantially in the deep water semi-submersible rig segment of the offshore
drilling business. Due to the significant changes in the rig supply and demand
factors affecting the deep water semi-submersible segment, the Company believes
that the performance of these entities is not substantially comparable to the
performance of the offshore drilling industry segment in which the Company
competes.
In order to more accurately illustrate the Company's performance
in its segment, it has developed a new peer group (the "Peer Group") of
companies competing predominantly in the shallow water segment of the drilling
industry. The dominant equipment operated in this segment includes jack-up
drilling rigs, submersible drilling rigs and barge drilling rigs. The companies
that comprise the Peer Group include the Company; Dual Drilling Company; ENSCO
International, Inc.; Global Marine, Inc.; Noble Drilling Corporation; and Rowan
Companies, Inc. The graphs on the following page assume that $100 was invested
in each of these categories on December 31, 1990 or December 31, 1992, and that
all dividends were re-invested. The Company has not paid any cash dividends
during the periods covered by the graphs.
15
<PAGE>
COMPARISON OF TOTAL RETURNS AMONG THE COMPANY,
THE NASDAQ INDEX, THE SCI INDEX AND PEER GROUP
DECEMBER 31, 1990 TO DECEMBER 31, 1995
[GRAPH]
<TABLE>
<CAPTION>
DEC 90 DEC 91 DEC 92 DEC 93 DEC 94 DEC 95
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
The Company $100 $ 3 $ 1 $ 5 $ 2 $ 4
NASDAQ Index 100 160 186 214 209 295
SCI Index 100 57 59 99 82 157
Peer Group 100 50 58 104 81 147
</TABLE>
DECEMBER 31, 1992 TO DECEMBER 31, 1995
[GRAPH]
<TABLE>
<CAPTION>
DEC 92 DEC 93 DEC 94 DEC 95
------ ------ ------ ------
<S> <C> <C> <C> <C>
The Company $100 $460 $240 $410
NASDAQ Index 100 115 112 158
SCI Index 100 168 139 266
Peer Group 100 179 138 253
</TABLE>
16
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Warburg, Mr. Keyes and certain other parties obtained significant
registration rights pursuant to a registration rights agreement (the
"Registration Rights Agreement") entered into in connection with the
consummation of the Recapitalization. Pursuant to the Registration Rights
Agreement, the Company has agreed, among other things, to keep a registration
statement in effect until at least December 1995 covering the resale of all
shares of Common Stock acquired by those parties. At the present time, the
Company intends to keep that registration in effect until it is no longer
needed.
In connection with the Recapitalization, the Company and Warburg
entered into the Shareholders' Agreement. See ITEM 1 - ELECTION OF DIRECTORS--
SHAREHOLDERS' AGREEMENT.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of KPMG Peat Marwick LLP has been selected as Auditor of
the Company for the 1996 calendar year. That firm served as Auditor of the
Company for the 1995 calendar year. A representative of KPMG Peat Marwick LLP
will be in attendance at the Annual Meeting with the opportunity to make a
statement and to be available to respond to appropriate questions.
STOCKHOLDERS' PROPOSALS
Pursuant to the Securities Exchange Act of 1934, as amended, and
regulations thereunder, individual stockholders have a limited right to propose
for inclusion in the proxy statement a single proposal for action to be taken at
the Annual Meeting of Stockholders. Proposals intended to be presented at the
Annual Meeting to be held in 1997 must be received by the Company's principal
executive offices no later than December 31, 1996. They may be addressed to the
Secretary of the Company at One Sugar Creek Center Blvd., Suite 600, Sugar Land,
Texas 77478-3556.
OTHER MATTERS
While management has no reason to believe that any other business
will be presented, if any other matters should properly come before the Annual
Meeting, the proxies will be voted as to such matters in accordance with the
best judgment of the proxy holders. The approval of such other matters will
require the affirmative vote of the majority of the shares of Common Stock
represented at the meeting and eligible to vote thereon, in person or by proxy.
MARINE DRILLING COMPANIES, INC.
/s/ Joan R. Smith
By Joan R. Smith
Secretary
Sugar Land, Texas
April 4, 1996
17
<PAGE>
DESCRIPTIONS FOR COMPARATIVE GRAPHS IN
1996 PROXY TO BE USED FOR EDGARIZED DOCUMENT
GRAPH 1 (page 16, upper left)
The value of $100.00 invested in the Company at December 31, 1990 was $3.00,
$1.00, $5.00, $2.00 and $4.00 as of December 31, 1991, 1992, 1993, 1994 and
1995, respectively.
The value of $100.00 invested in the stocks represented by the NASDAQ Index
(including reinvestment of dividends) as of December 31, 1990 was $160.00,
$186.00, $214.00, $209.00 and $295.00 as of December 31, 1991, 1992, 1993,
1994 and 1995, respectively.
The value of $100.00 invested in the stocks represented by the SCI Index
(including reinvestment of dividends) as of December 31, 1990 was $57.00,
$59.00, $99.00, $82.00 and $157.00 as of December 31, 1991, 1992, 1993, 1994
and 1995, respectively.
The value of $100.00 invested in the stocks represented by the Peer Group
(including reinvestment of dividends) as of December 31, 1990 was $50.00,
$58.00, $104.00, $81.00 and $147.00 as of December 31, 1991, 1992, 1993, 1994
and 1995, respectively.
GRAPH 2 (page 16, lower right)
The value of $100.00 invested in the Company at December 31, 1992 was
$460.00, $240.00 and $410.00 as of December 31, 1993, 1994 and 1995,
respectively.
The value of $100.00 invested in the stocks represented by the NASDAQ Index
(including reinvestment of dividends) as of December 31, 1992 was $115.00,
$112.00 and $158.00 as of December 31, 1993, 1994 and 1995, respectively.
The value of $100.00 invested in the stocks represented by the SCI Index
(including reinvestment of dividends) as of December 31, 1992 was $168.00,
$139.00 and $266.00 as of December 31, 1993, 1994 and 1995, respectively.
The value of $100.00 invested in the stocks represented by the Peer Group
(including reinvestment of dividends) as of December 31, 1992 was $179.00,
$138.00 and $253.00 as of December 31, 1993, 1994 and 1995, respectively.
<PAGE>
- -------------------------------------------------------------------------------
MARINE DRILLING COMPANIES, INC.
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned hereby appoints Joan R. Smith and William H. Flores, or
either of them with full power of substitution, proxies to vote at the Annual
Meeting of Stockholders of Marine Drilling Companies, Inc. (the "Company")
to be held at the Embassy Suites Hotel located at 9090 Southwest Freeway, in
Houston, Texas on Thursday, May 9, 1996 at 9:00 a.m., central daylight time,
and at all adjournments or postponements thereof, hereby revoking any proxies
heretofore given, all shares of common stock of the Company held or owned by
the undersigned as directed hereon.
(To be Signed on Reverse Side)
- -------------------------------------------------------------------------------
<PAGE>
/X/ Please mark your
votes as in this
example.
WITHHOLD
FOR all AUTHORITY
nominees to vote for all
listed nominees listed
1. Election of / / / /
Directors
/ / For all nominees listed except
vote withheld for the following
nominee(s):
- -------------------------------------------------
- -------------------------------------------------
NOMINEES: Robert L. Barbanell
David A. B. Brown
Howard I. Bull
William H. Flores
Nathaniel A. Gregory
David E. Libowitz
Christopher M. Linneman
Howard H. Newman
2. In their discretion, upon any other matter which may properly come before
the meeting or at any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS MADE, THE PERSONS NAMED HEREIN INTEND TO VOTE FOR THE ELECTION
OF THE NAMED NOMINEES FOR DIRECTOR.
PLEASE DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
SIGNATURE(S)________________________________________________________ DATE _____
Note: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian please give full title as such.
