<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)
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-12
Clayton Williams Energy, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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:
------------------------------------------------------------------------
1
<PAGE>
CLAYTON WILLIAMS ENERGY, INC.
Six Desta Drive, Suite 6500
Midland, Texas 79705
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
SEPTEMBER 20, 2000
--------------------------------------------------------------------------------
To Our Stockholders:
A Special Meeting of Stockholders of Clayton Williams Energy, Inc., a
Delaware corporation, will be held at the principal offices of the Company,
Six Desta Drive, Suite 6500, Midland, Texas, on Wednesday, September 20,
2000, at 10:00 A.M., local time, for the following purposes:
1. To amend the Certificate of Incorporation of the Company to
increase the number of authorized shares of Common Stock of
the Company from 15,000,000 to 30,000,000.
2. To amend the 1993 Stock Compensation Plan of Clayton Williams
Energy, Inc. to increase the number of shares of Common Stock
of the Company authorized and reserved for issuance under the
Plan from 898,200 shares to 1,798,200 shares.
Stockholders of record at the close of business on August 31, 2000, are entitled
to notice of and to vote at the meeting or any adjournments thereof.
Midland, Texas By Order of the Board
September 1, 2000 Mel G. Riggs
Secretary
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE>
CLAYTON WILLIAMS ENERGY, INC.
Six Desta Drive, Suite 6500
Midland, Texas 79705
PROXY STATEMENT
This proxy statement and related proxy are being mailed to
stockholders of Clayton Williams Energy, Inc. (the "Company") on or about
September 1, 2000, in connection with the solicitation by the Company of
proxies to be used at a Special Meeting of Stockholders of the Company to be
held at the Company's principal offices, Six Desta Drive, Suite 6500,
Midland, Texas, on Wednesday, September 20, 2000, at 10:00 A.M., local time,
and at all adjournments thereof.
Any person giving a proxy has the power to revoke it at any time
before it is voted by filing with the Secretary of the Company an instrument
revoking the proxy, by delivering a properly executed proxy of a later date
or attending the meeting and voting in person. The Company will bear the
costs of this solicitation of proxies. The Company may also reimburse persons
holding stock in their names or in those of their nominees for their
reasonable expenses in sending proxy material to their principals and
obtaining their proxies. The solicitation is being made by mail and may also
be made by telephone or by telegraph by officers, directors and regular
employees of the Company, who will receive no additional compensation
therefore. Total expenses of the solicitation are expected to be nominal.
Stockholders of record at the close of business on August 31, 2000,
are entitled to notice of and to vote at the meeting. At the close of
business on such date, the Company had 9,238,481 shares of Common Stock $.10
par value per share (the "Common Stock") outstanding, each share being
entitled to one vote. Shares held by the Company's 401(k) Plan & Trust will
be voted by the Plan Trustee, as provided by the Plan.
Properly executed proxies will be voted in accordance therewith, or
if no direction is indicated thereon, in favor of the proposals described in
this Proxy Statement. These proposals will be decided by the affirmative vote
of a majority of the shares represented at the meeting in person or by proxy
and entitled to vote on such matters, except as otherwise required by law or
by the Company's Certificate of Incorporation or bylaws.
The votes will be counted by one or more inspectors appointed by the
Board of Directors, who will determine, among other things, the number of
votes necessary for the stockholders to take action in accordance with the
foregoing requirements and the votes withheld or cast for and against each
matter. All properly executed proxies and ballots, regardless of the nature
of vote or the absence of a vote indication (but not including broker
non-votes), are counted in determining the number of shares represented at
the meeting. Neither broker non-votes nor abstentions are counted as
affirmative votes, in whole or in part.
1
<PAGE>
PROPOSAL NO. 1: AMENDMENT TO SECOND RESTATED
CERTIFICATE OF INCORPORATION
The Board of Directors of the Company has adopted and approved,
subject to stockholder approval, an amendment to the Company's Second
Restated Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 15,000,000 to 30,000,000. The Board proposes the
increase in the number of authorized shares of Common Stock so that
authorized, but unissued and unreserved, shares of Common 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, acquire assets, declare stock dividends or for other
business purposes. Given the number of shares of Common Stock already issued
and outstanding and those reserved for issuance under the Company's employee
benefit plans, the Board has determined that the number of authorized, but
unissued or unreserved, shares remaining available for such purposes prior to
the amendment is insufficient to provide the Company with the desired
flexibility with respect to such matters.
The primary effect of the amendment will be to allow the Board of
Directors to issue additional shares of Common Stock without any further
stockholder action or any delay which could result from the need to amend the
Second Restated Certificate of Incorporation at that time. This will 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,
acquiring assets, declaring stock dividends, or other business purposes.
The Company has no present plans to issue any of the newly
authorized shares.
PROPOSAL NO. 2: AMENDMENT OF 1993 STOCK
COMPENSATION PLAN
DESCRIPTION OF PLAN
The 1993 Stock Compensation Plan of Clayton Williams Energy, Inc.
(the "Plan") provides for the grant of non-qualified options to officers,
directors (other than directors of the Company who are not employees of the
Company ("Outside Directors")), employees and advisors of the Company or a
subsidiary of the Company (99 persons as of August 15, 2000). Prior to the
adoption of the amendment to the Plan hereinafter described, a total of
898,200 shares of Common Stock was authorized and reserved for issuance under
the Plan, subject to adjustments to reflect changes in the Company's
capitalization resulting from stock splits, stock dividends and similar
events. The Plan is administered by the Compensation Committee, which
consists of the Company's three Outside Directors. The Compensation Committee
has the sole authority to interpret the Plan, to determine the persons to
whom options will be granted, to determine the basis upon which the options
will be granted, and to determine the exercise price, duration and other
terms of options to be granted under the Plan; provided that (i) the exercise
price of each option granted under the Plan may not be less than the fair
market value of the Common Stock at the date of grant of such option, (ii)
the exercise price must be paid in cash upon exercise of such option, (iii)
no option may be exercisable more than ten years after the date of grant, and
(iv) no option is transferable other than by will or the laws of descent and
distribution. No option is exercisable after an optionee terminates his
relationship with the Company or a subsidiary of the Company, subject to the
right of the Compensation Committee to extend the exercise period for not
more than 90 days following the date of termination of an optionee's
employment. If an optionee's employment is terminated by reason of
disability, the Compensation Committee has the authority to extend the
exercise period for not more than one year following the date of termination
of the optionee's employment. If an optionee dies and has not fully exercised
options granted under the Plan, such options may be exercised in whole or in
part within 90 days of the optionee's death by the executors or
administrators of the optionee's estate or by the optionee's heirs. The
vesting period, if any, specified for each option will be accelerated upon
the occurrence of a change of control or a threatened change of control of
the Company. The Plan may be amended by the Board of Directors of the Company
in any respect without stockholder vote unless the
2
<PAGE>
amendment materially increases the number of shares which may be awarded
under the Plan, materially increases the benefits accruing to participants
under the Plan, materially modifies the requirements for eligibility for
participation under the Plan or otherwise requires stockholder approval under
applicable law or the rules of the exchange upon which the Common Stock is
traded (currently the Nasdaq National Market).
THE AMENDMENT
The Board of Directors of the Company has adopted and approved,
subject to stockholder approval, an amendment to the Plan to increase the
aggregate number of shares of Common Stock authorized and reserved for
issuance upon exercise of options granted under the Plan from 898,200 shares
to 1,798,200 shares. The options already granted under the Plan cover
substantially all of the shares currently authorized and reserved for use
under the Plan. The Board of Directors has determined that it is in the best
interest of the Company to increase the aggregate number of shares of Common
Stock available under the Plan so that additional options can be granted to
fulfill the purpose of attracting, retaining and rewarding officers,
directors and employees of the Company as provided in the Plan.
The effect of the amendment to the Plan on the benefits available to
the officers, directors and employees of the Company cannot be specifically
determined at this time. Generally, the amendment will allow additional
options to be granted to such persons under the Plan, but the benefits to
such persons will be unknown until such additional options are granted. No
such options have been or will be granted with respect to the additional
shares prior to stockholder approval, whether conditionally upon approval of
the amendment or otherwise. Certain of the benefits already granted under the
Plan to the named executive officers are set forth herein under "Executive
Compensation".
The Company intends to file a Registration Statement on Form S-8
with respect to the Plan to register under the Securities Act of 1933 the
additional shares of Common Stock authorized and reserved for issuance under
the Plan. No options will be granted with respect to such additional shares
until such Registration Statement is effective.
INTEREST OF PERSONS IN ACTIONS TAKEN
PROPOSAL NO. 1
None of the officers and directors of the Company have an interest
in the amendment to the Company's Second Restated Certificate of
Incorporation described above.
PROPOSAL NO. 2
The officers and directors of the Company have an interest in the
amendment to the Plan to the extent they are eligible to participate therein,
since the amendment will allow additional stock options to be granted to such
persons under the Plan. The extent of that interest cannot be specified at
this time since no options related to the additional shares have been granted.
3
<PAGE>
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 15, 2000, by (i) each person who is
the beneficial owner of 5 percent 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) each executive officer named in the
Summary Compensation Table 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 sharing of 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 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) 3,972,009(1) 43.1%
CWPLCO, Inc. (1) 3,972,009(1) 43.1%
Clayton W. Williams (1) 4,689,193(2) 49.7%
State Street Research & Management Co. 749,647(3) 8.1%
One Financial Center, 30th Floor
Boston, MA 02111-2690
Dimensional Fund Advisors Inc. 534,600(4) 5.8%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Stanley S. Beard 16,401(5) *
Robert L. Parker 21,217(5) *
Jordan R. Smith - (5) *
L. Paul Latham 3,883(6) *
Mel G. Riggs 3,500(7) *
Jerry F. Groner 25,400(8) *
All officers and directors as a group (10 persons) 4,805,975(9) 50.8%
</TABLE>
--------------------
* Less than 1 percent 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. and holds,
in its own capacity and on behalf of Clayton Williams Partnership,
Ltd., voting and investment power over the shares shown for the
Affiliated Holders. Mr. Williams shares voting and investment power
with respect to the shares owned by the Affiliated Holders.
4
<PAGE>
(2) Includes (a) an aggregate of 3,972,009 shares owned by the Affiliated
Holders beneficially owned by Mr. Williams due to Mr. Williams' control
of the Affiliated Holders, (b) 11,044 shares owned by Mr. Williams'
spouse, (c) 588 shares owned by a trust of which Mrs. Williams is the
trustee, (d) 421,813 shares owned directly by Mr. Williams (including
approximately 11,524 shares held in the Company's 401(k) Plan & Trust
over which Mr. Williams exercises investment control), (e) 26,310
shares owned by three of Mr. Williams' children, (f) 49,179 shares in
trusts of which Mr. Williams is the Trustee and (g) the right to
acquire beneficial ownership through presently exercisable options to
purchase 208,250 shares of Common Stock granted under the 1993 Stock
Compensation Plan. See "EXECUTIVE COMPENSATION."
(3) Represents shares owned by clients of State Street Research &
Management Co. State Street Research & Management Co. possesses
investment power over 749,647 shares, possesses voting power over
703,830 shares, and disclaims beneficial ownership of all such shares.
Information presented is based on a Form 13-G dated February 7, 2000.
(4) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies registered
under the Investment Company Act of 1940, and serves as investment
manager to certain other investment vehicles, including commingled
group trusts. (These investment companies and investment vehicles are
the "Portfolios"). In its role as investment advisor and investment
manager, Dimensional possesses both voting and investment power over
these shares. The Portfolios own all 569,100 shares, and Dimensional
disclaims beneficial ownership of such shares. Information presented is
based on a Form 13-G dated February 3, 2000.
(5) Includes the right to acquire beneficial ownership through presently
exercisable options to purchase shares of Common Stock granted under
the Outside Directors Stock Option Plan, as follows: Mr. Beard - 8,000
shares; Mr. Parker - 8,000 shares; and Mr. Smith - 0 shares. In July
2000, Mr. Smith was appointed as a director by the Board of Directors
to fill the remaining term of William P. Clements, who retired from
service on the Board in July 2000.
(6) Includes (a) 1,183 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 2,700 shares of Common Stock granted under the 1993 Stock
Compensation Plan. See "EXECUTIVE COMPENSATION."
(7) Includes (a) 1,118 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 1,000 shares of Common Stock granted
under the 1993 Stock Compensation Plan. See "EXECUTIVE COMPENSATION."
(8) Includes (a) 2,039 shares held in the Company's 401(k) Plan & Trust
over which Mr. Groner exercises investment control, (b) 18,925 shares
owned by Mr. Groner's wife as her separate property, (c) 1,950 shares
owned by Mr. Groner's children residing with him, and (d) the right to
acquire beneficial ownership through presently exercisable options to
purchase 1,825 shares of Common Stock granted under the 1993 Stock
Compensation Plan. See "EXECUTIVE COMPENSATION."
(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.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information with respect to the
compensation of the Company's chief executive officer and each of the other
three most highly compensated executive officers who received annual
compensation in excess of $100,000 during 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
-----------
SECURITIES
ANNUAL COMPENSATION UNDERLYING ALL OTHER
NAME AND PRINCIPAL ------------------- OPTIONS COMPENSATION
POSITION YEAR SALARY($)(1) BONUS($)(2) (#)(3)(4) ($)(5)
--------------------------- --------- -------------- --------------- ----------- -----------------
<S> <C> <C> <C> <C> <C>
Clayton W. Williams, 1999 $420,000 $36,250 150,000 -
Chairman of the Board, 1998 $450,000 $30,000 - $5,209
President and Chief 1997 $450,000 $27,500 150,000 $1,620
Executive Officer (6)
L. Paul Latham, Executive 1999 $178,942 $50,000 9,850 $14,280
Vice President and Chief 1998 $191,885 $22,500 3,850 $26,612
Operating Officer 1997 $180,795 $45,338 6,000 $36,403
Mel G. Riggs, Senior Vice 1999 $134,622 $43,125 7,888 -
President and Chief 1998 $149,350 $21,250 2,888 $5,391
Financial Officer 1997 $135,795 $37,753 5,000 $2,000
Jerry F. Groner, Vice 1999 $96,744 $64,800 8,207 -
President - Land and 1998 $103,193 $2,866 2,207 $3,060
Lease Administration 1997 $103,193 $26,261 6,000 $1,032
</TABLE>
-------------------
(1) All of Mr. Williams' net salary for 1997, 1998 and 1999 was paid in the
form of Common Stock in lieu of cash pursuant to the Company's
Executive Incentive Stock Compensation Plan.
(2) Amounts shown in this column include directors fees for Messrs.
Williams, Latham and Riggs of $15,000 each for 1997 and $17,500 each
for 1998 and 1999. Amounts shown in this column for Mr. Groner include
$10,304 in 1997 attributable to 644 shares of Common Stock awarded
pursuant to the Company's Bonus Incentive Plan and $7,500 of directors
fees in 1999. Bonuses paid to Mr. Groner in 1999 also include $50,000
of a $100,000 bonus granted in 1999, payable $50,000 in November 1999
and $50,000 in January 2000.
(3) All amounts shown represent the number of option shares granted under
the Company's 1993 Stock Compensation Plan.
(4) Amounts shown in 1997 and 1999 include options granted in connection
with repricing transactions.
(5) The amounts shown in this column with respect to Mr. Latham for 1997,
1998 and 1999 include $34,732, $21,298 and $14,280, respectively, of
distributions made pursuant to two plans which were discontinued in
1991 by certain companies previously controlled by Mr. Williams which
were consolidated into the Company in May 1993 in connection with the
Company's initial public offering (the "Williams Companies"). Until
such time, the Williams Companies assigned overriding royalty interests
to certain employees to reward such employees with incentive
compensation based on the results of drilling activities by the
Williams Companies. Under this arrangement, the Williams Companies
assigned overriding royalty interests in certain oil and gas leases to
certain employees who were employed at the time of the execution of the
lease. An individual employee's overriding royalty interest in a lease
was determined in the discretion of the management of the Williams
Companies. Employees receiving overriding royalty interests were
entitled to receive
6
<PAGE>
revenues immediately upon the assignment thereof and such interests
were not subject to forfeiture. The Williams Companies also granted
selected employees working interests in certain of the oil and gas
properties of the Williams Companies. Such working interests were
deemed earned by and granted to such employees upon terms determined in
the sole discretion of the management of the Williams Companies. The
Company does not anticipate re-instituting either of the arrangements
described above. All other amounts shown in this column relate to
contributions made by the Company pursuant to the Company's 401(k) Plan
& Trust.
(6) Mr. Williams beneficially owns, through the Affiliated Holders and
other affiliates, 2,875,000 shares of restricted Common Stock with a
value at December 31, 1999 of $33,960,938.
The Company has no employment agreements with any of its executive
officers. Although Messrs. Williams and Latham devote a majority of their
time to the Company, both of them are engaged in other business activities.
Mr. Williams devotes a portion of his time to certain entities other than the
Williams Companies which are controlled directly or indirectly by Mr.
Williams (the "Williams Entities"). Mr. Latham is also employed by and
devotes a portion of his time to the business of certain Williams Entities.
Both Messrs. Williams and Latham receive compensation from certain Williams
Entities, which compensation is not borne, directly or indirectly, by the
Company and does not relate to any services provided to the Company.
All options described in the "Summary Compensation Table" have been
granted pursuant to the Plan which provides for the grant of non-qualified
options to officers, directors (other than Outside Directors), employees and
advisors of the Company or a subsidiary of the Company, and is described
under "Proposal No. 2 Amendment to 1993 Stock Compensation Plan" above.
TABLE OF AGGREGATED OPTION EXERCISES IN 1999 AND OPTION VALUES AS OF
DECEMBER 31, 1999
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT OPTIONS AT
DECEMBER 31, 1999(#) DECEMBER 31, 1999($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE(1)
---------------------- --------------- ------------ ---------------------- ---------------------
<S> <C> <C> <C> <C>
Clayton W. Williams 108,157 $728,159 199,500/109,750 $312,469/$396,859
L. Paul Latham 4,022 $22,720 6,725/12,425 $57,583/$84,226
Mel G. Riggs 4,000 $25,750 2,000/9,888 $17,125/$66,919
Jerry F. Groner 12,675 $115,622 0/10,032 $0/$67,434
</TABLE>
------------------
(1) The value of In-the-Money options was computed at $11.8125 per share,
which was the market price for the Common Stock on December 31, 1999.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consisted of Messrs. Beard, Parker and
Clements during 1999. In July 2000, Mr. Clements retired from service on the
Board of Directors, and Mr. Smith was appointed as a director by the Board of
Directors to fill the remaining term of Mr. Clements, including a position on
the Compensation Committee. None of the members of the Compensation Committee
has a relationship with the Company required to be disclosed under the rules
of the Securities and Exchange Commission.
7
<PAGE>
RECEIPT OF STOCKHOLDER PROPOSALS
All stockholder proposals submitted for inclusion in the Company's
proxy statement and form of proxy for the Annual Meeting of Stockholders of
the Company to be held in 2001 must be received at the Company's principal
executive offices, Six Desta Drive, Suite 6500, Midland, Texas 79705,
Attention: Mel G. Riggs, by December 14, 2000. Such proposals must also
comply with the applicable regulations of the Securities and Exchange
Commission. Notice to the Company of all other stockholder proposals (not
submitted for inclusion in the Company's proxy statement and form of proxy)
for the 2001 Annual Meeting will not be considered timely unless received at
the Company's principal executive offices as set forth above on or before
February 27, 2001.
By order of the Board of Directors,
Mel G. Riggs
Secretary
Dated: September 1, 2000
8
<PAGE>
CLAYTON WILLIAMS ENERGY, INC.
SPECIAL MEETING OF STOCKHOLDERS
WEDNESDAY, SEPTEMBER 20, 2000
10:00 A.M.
OFFICES OF CLAYTON WILLIAMS ENERGY, INC.
SIX DESTA DRIVE, SUITE 6500
MIDLAND, TEXAS
CLAYTON WILLIAMS ENERGY, INC.
SIX DESTA DRIVE, SUITE 6500
MIDLAND, TEXAS 79705-9963 PROXY
-------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT A SPECIAL MEETING
ON SEPTEMBER 20, 2000.
The undersigned hereby appoints L. Paul Latham and Mel G. Riggs, or either of
them, with full power of substitution, to act as attorneys and proxies for the
undersigned, and to vote all shares of Common Stock of Clayton Williams Energy,
Inc. (the "Company") which the undersigned is entitled to vote at the Special
Meeting of Stockholders, to be held at the principal offices of the Company, Six
Desta Drive, Suite 6500, Midland, Texas on September 20, 2000 at 10:00 a.m.,
local time, and at any and all adjournments thereof.
Should the undersigned be present and elect to vote at the Meeting or any
adjournment thereof, and after notification to the Company's Corporate Secretary
of the decision to terminate this proxy, then the power of said attorneys and
proxies shall be deemed terminated and of no further force and effect.
The undersigned acknowledges receipt from the Company prior to the execution of
this Proxy, of a Notice of the Meeting and a Proxy Statement, both dated
September 1, 2000.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
SEE REVERSE FOR VOTING INSTRUCTIONS.
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. 1 AND PROPOSAL NO. 2
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1. Amendment to Second Restated
Certificate of Incorporation, as / / VOTE FOR / / VOTE AGAINST
described in the Proxy Statement.
2. Amendment to 1993 Stock Compensation
Plan, as described in the Proxy Statement. / / VOTE FOR / / VOTE AGAINST
</TABLE>
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
IT WILL BE VOTED FOR THE PROPOSALS SHOWN ABOVE. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE PROXY HOLDERS IN
THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF
NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
Address Change? Mark Box / / Date
-------------------------
Indicate changes below:
--------------------------------------------
/ /
/ /
/ /
/ /
/ /
--------------------------------------------
Signature(s) in Box
Please sign exactly as your name appears on
this proxy card. When signing as attorney,
administrator, trustee or guardian, please
give your full title. If shares are held
jointly, each holder should sign.
