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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
(Amendment No. )
Check the appropriate box:
[x] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
CLAYTON WILLIAMS ENERGY, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction
applies.
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PRELIMINARY COPIES
CLAYTON WILLIAMS ENERGY, INC.
Six Desta Drive, Suite 3000
Midland, Texas 79705
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
This Information Statement is being mailed to stockholders of Clayton
Williams Energy, Inc. (the "Company") on or about September 9, 1996, in
connection with the action taken with respect to the adoption of the Company's
Second Restated Certificate of Incorporation, containing certain amendments to
the Restated Certificate of Incorporation by written consent of the holders of
more than a majority of shares of the Company's common stock, $.10 par value
(the "Common Stock") entitled to vote on such matters.
Stockholders of record at the close of business on August 14, 1996 are
entitled to receive this Information Statement. At the close of business on
such date, the Company had 7,486,139 shares of Common Stock outstanding, each
share being entitled to one vote. The action taken required the approval of at
least a majority of the shares outstanding and entitled to vote on such
matters, and such approval was obtained by written consent of Clayton Williams
Partnership, Ltd. and CWPLCO, Inc. (collectively, the "Affiliated Holders"),
which own, in the aggregate, 3,772,009 shares of Common Stock, or 50.4% of the
outstanding shares of Common Stock. See "Information Concerning Security
Ownership."
INFORMATION CONCERNING SECURITY OWNERSHIP
Under regulations of the Securities and Exchange Commission, persons
who have power to vote or dispose of shares of the Company, either alone or
jointly with others, are deemed to be beneficial owners of such shares. The
following table sets forth certain information regarding the beneficial
ownership of Common Stock as of August 14, 1996, by (i) each person who is the
beneficial owner of 5% or more of the outstanding Common Stock (based upon
copies of all Schedule 13Gs and 13Ds provided to the Company), (ii) each
Director of the Company, (iii) certain Executive Officers of the Company and
(iv) all Officers and Directors of the Company as a group. Because the voting
or dispositive power of certain shares listed in the following table is shared,
the same securities in such cases are listed opposite more than one name in the
table and the shared voting or dispositive power is described in the referenced
footnote. The total number of shares of Common Stock of the Company listed
below for directors and executive officers as a group eliminates such
duplication. Unless otherwise noted, the persons
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and entities named below have sole voting and investment power with respect to
the shares listed opposite each of their names.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name Beneficial Ownership of Class
---- -------------------- --------
<S> <C> <C>
Clayton Williams Partnership, Ltd.(1) 3,772,009 50.4%
CWPLCO, Inc.(1) 3,772,009 50.4%
Clayton W. Williams, Jr.(1) 4,052,101(2) 54.0%
Heartland Advisors, Inc. 1,139,388(3) 15.2%
790 North Milwaukee Street
Milwaukee, WI 53202
Metropolitan Life Insurance Company 556,168 7.4%
One Madison Avenue
New York, NY 10010
State Street Research & Management Company 528,412(4) 7.1%
One Financial Center, 30th Floor
Boston, MA 02111-2690
FMR Corp 462,172 6.2%
82 Devonshire Street
Boston, MA 02109
L. Paul Latham 9,406(5) *
Mel G. Riggs 9,036(6) *
Stanley S. Beard 11,579(7) *
William P. Clements 9,874(7) *
Robert L. Parker 12,118(7) *
T. Mark Tisdale 5,130(8) *
All Officers and Directors as a group (10 persons) 4,125,913(9) 54.8%
</TABLE>
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* Less than 1% of the shares outstanding.
(1) The mailing address of Clayton Williams Partnership, Ltd., CWPLCO,
Inc. and Mr. Williams is Six Desta Drive, Suite 3000, Midland, Texas
79705. Clayton Williams Partnership, Ltd. and CWPLCO, Inc. are
referred to collectively herein as the "Affiliated Holders." CWPLCO,
Inc. is the sole general partner of Clayton Williams Partnership, Ltd.
Mr. Williams shares voting and investment power with respect to the
shares owned by the Affiliated Holders.
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(2) Includes (a) an aggregate of 3,772,009 shares owned of record by the
Affiliated Holders beneficially owned by Mr. Williams due to Mr.
Williams' control of the Affiliated Holders, (b) 1,878 shares owned by
Mr. Williams' spouse, (c) 588 shares owned by an estate administered
by Mr. Williams' spouse, (d) 199,395 shares owned directly by Mr.
Williams (including approximately 4,679 shares held in the Company's
401(k) Plan & Trust over which Mr. Williams exercises investment
control), (e) 12,594 shares owned by three of Mr. Williams' children
residing with him, (f) 49,434 shares in Trusts of which Mr. Williams
is the Trustee and (g) the right to acquire beneficial ownership
through presently exercisable options to purchase 16,203 shares of
Common Stock granted under the 1993 Stock Compensation Plan at an
option price of $2.375 per share.
(3) Represents shares owned by clients of Heartland Advisors, Inc.
(4) Represents shares owned by clients of State Street Research &
Management Company.
(5) Includes (a) 2,895 shares owned directly by Mr. Latham (including 212
shares held in the Company's 401(k) Plan & Trust over which Mr. Latham
exercises investment control) and (b) the right to acquire beneficial
ownership through presently exercisable options to purchase 6,511
shares of Common Stock granted under the 1993 Stock Compensation Plan
at an option price of $2.375 per share.
(6) Includes (a) 2,852 shares owned directly by Mr. Riggs (including 162
shares held in the Company's 401(k) Plan & Trust over which Mr. Riggs
exercises investment control), (b) 1,382 shares over which Mr. Riggs
exercises control under a Power of Attorney and (c) the right to
acquire beneficial ownership through presently exercisable options to
purchase 4,802 shares of Common Stock granted under the 1993 Stock
Compensation Plan at an option price of $2.375 per share.
(7) Includes, in the case of each of Messrs. Beard, Clements and Parker,
the right to acquire beneficial ownership through presently
exercisable options to purchase (i) 1,000 shares each of Common Stock
granted under the Outside Directors Stock Option Plan at an option
price of $15.75 per share, (ii) 1,000 shares each of Common Stock
granted under the Outside Directors Stock Option Plan at an option
price of $7.25 per share, (iii) 1,000 shares each of Common Stock
granted under the Outside Directors Stock Option Plan at an option
price of $5.50 per share and (iv) 1,000 shares each of Common Stock
granted under the Outside Directors Stock Option Plan at an option
price of $3.25 per share.
(8) Includes (a) 3,030 shares owned directly by Mr. Tisdale (including
2,271 shares held in the Company's 401(k) Plan & Trust over which Mr.
Tisdale exercises investment control) and (b) the right to acquire
beneficial ownership through presently exercisable options to purchase
2,100 shares of Common Stock granted under the 1993 Stock Compensation
Plan at an option price of $2.375 per share.
(9) Includes all rights of directors and executive officers to acquire
beneficial ownership through presently exercisable options to purchase
shares of Common Stock granted under the Outside Directors Stock
Option Plan and the 1993 Stock Compensation Plan.
SECOND RESTATED CERTIFICATE OF INCORPORATION
GENERAL
The Company's Second Restated Certificate of Incorporation is a
restatement of the Company's Restated Certificate of Incorporation, and all
amendments thereto, including the amendments contained in the Second Restated
Certificate which are described below. The Company's Second Restated
Certificate of Incorporation was adopted and approved by written
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consent of the holders of more than a majority of the outstanding shares of
Common Stock entitled to vote on the Second Restated Certificate of
Incorporation and the amendments contained therein. Such written consent is
dated as of August 15, 1996, and was provided to the Company at its principal
offices on August 15, 1996. The Company's Restated Certificate of
Incorporation and Delaware General Corporation Law expressly provide for such
action by written consent of the holders of at least the number of shares
required to have approved such action at a meeting of the stockholders at which
all of the shares entitled to vote thereon were present in person or by proxy.
The Second Restated Certificate of Incorporation required approval of at least
a majority of the shares entitled to vote thereon, and such approval was
obtained by the written consent of Clayton Williams Partnership, Ltd. and
CWPLCO, Inc., which own, in the aggregate, 3,772,009 shares of Common Stock,
being 50.4% of the outstanding shares of Common Stock entitled to vote on such
amendments. See "Information Concerning Security Ownership." Such action by
written consent has the same force and effect as any action taken by the
stockholders at a meeting thereof. Because this action has already been taken,
you are not being asked to vote or submit a proxy in connection with this
matter and are being provided with this Information Statement only to advise
you that the Second Restated Certificate of Incorporation which has been
adopted and approved by stockholder consent. Pursuant to federal securities
laws, no corporate action will be taken pursuant to this stockholder consent,
such as the execution of articles of amendment or the filing thereof, for at
least 20 days after this Information Statement has been mailed to the
stockholders of the Company.
DESCRIPTION OF AMENDMENTS
The amendments contained in the Second Restated Certificate of
Incorporation which have been adopted and authorized by stockholder consent are
as follows: (1) the increase of the number of authorized shares of Common
Stock from 10,000,000 to 15,000,000; and (2) the authorization of 3,000,000
shares of serial preferred stock, $.10 par value per share (the "Preferred
Stock"), allowing the Board of Directors to establish and issue one or more
series of Preferred Stock with such terms and preferences as the Board may
determine, without additional stockholder approval.
Management of the Company proposed the increase in the number of
authorized shares of Common Stock and the authorization of shares of the
Preferred Stock so that authorized, but unissued, shares of capital stock of
the Company will be available in the event the Board of Directors determines
that it is in the Company's best interest to issue additional shares to raise
additional capital for the Company or for other purposes. Given the number of
shares of Common Stock already issued and those reserved for issuance under the
Company's employee benefit plans, very few authorized, but unissued or
unreserved, shares remained available for such purposes prior to the
amendments. Prior to the amendments, the Company had no authorized preferred
stock.
The primary effect of the amendments will be to allow the Board of
Directors to issue additional shares of Common Stock, and to issue shares of
Preferred Stock with such terms and preferences as the Board may determine,
without any additional stockholder action or any delay
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which may have resulted from the necessity of amending the Second Restated
Certificate of Incorporation at that time. This may allow the Board of
Directors to react more quickly in the event circumstances warrant the issuance
of any such shares for the purpose of raising capital, exchanging shares for
assets or other business purposes. The availability of the Preferred Stock
provides the Company with flexibility in attracting investors if the need
arises. The Company has no present plans to issue any of the Preferred Stock.
INTEREST OF PERSONS
IN ACTION TAKEN
None of the Officers and Directors of the Company, or their
associates, have an interest in the adoptions of the Company's Second Restated
Certificate of Incorporation described above.
By order of the Board of Directors,
Mel G. Riggs
Secretary
Dated: September 9, 1996
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