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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 sec. 240.14a-11(c) or sec. 240.14a-12
HUGOTON ENERGY CORPORATION
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(Name of Registrant as Specified in its Charter)
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(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)(l) 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:
- --------------------------------------------------------------------------------
(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:
[ ] 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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<PAGE> 2
HUGOTON ENERGY CORPORATION
301 NORTH MAIN STREET
SUITE 1900
WICHITA, KANSAS 67202
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD THURSDAY, OCTOBER 16, 1997
To our Stockholders:
A Special Meeting of Stockholders of Hugoton Energy Corporation (the
"Company"), a Kansas corporation, will be held at the principal office of the
Company, 301 North Main Street, Suite 1900, Wichita, Kansas 67202 on Thursday,
October 16, 1997, at 10:00 a.m., local time, for the following purposes:
(1) To approve an amendment to the Restated Articles of Incorporation
of the Company granting the Board of Directors the right to amend
the Bylaws of the Company; and
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on September 16,
1997 will be entitled to notice of and to vote at the Special Meeting or any
adjournment thereof, notwithstanding the transfer of any stock on the books of
the Company after such record date. A list of the stockholders will be open to
the examination of any stockholder, for any purpose relevant to the Special
Meeting, for a period of ten (10) days prior to the meeting during regular
business hours at the principal office of the Company, 301 North Main, Suite
1900, Wichita, Kansas 67202.
You are requested to forward your proxy in order that you will be
represented at the Special Meeting, whether or not you expect to attend in
person. Any stockholder giving the proxy enclosed with the proxy statement has
the power to revoke such proxy at any time prior to the exercise thereof by
filing with the Company a written revocation at or prior to the Special
Meeting, by executing a proxy bearing a later date or by attending the Special
Meeting and voting in person the shares of stock that such stockholder is
entitled to vote.
By Order of the Board of Directors
/s/ FLOYD C. WILSON
Chairman of the Board of Directors,
President and Chief Executive Officer
September 30, 1997
<PAGE> 3
HUGOTON ENERGY CORPORATION
301 NORTH MAIN
SUITE 1900
WICHITA, KANSAS 67202
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 16, 1997
INTRODUCTION
This Proxy Statement is being furnished to stockholders of Hugoton
Energy Corporation, a Kansas corporation (the "Company"), in connection with
the solicitation of proxies by the Board of Directors of the Company (the
"Board") to be voted at the Special Meeting of Stockholders of the Company to
held at the principal office of the Company, 301 North Main Street, Suite 1900,
Wichita, Kansas 67202 on Thursday, October 16, 1997, at 10:00 a.m., local time
(the "Special Meeting"), or at any adjournment thereof, for the purposes set
forth in the accompanying Notice of Special Meeting of Stockholders.
The approximate date on which this Proxy Statement and the enclosed
form of proxy will be first sent or given to stockholders is September 30,
1997. The principal executive offices of the Company are located at 301 North
Main, Suite 1900, Wichita, Kansas 67202.
RIGHT TO REVOKE PROXY
Any proxy executed and returned by a stockholder may be revoked at any
time by filing with the Secretary of the Company a written notice of revocation
prior to the vote to be taken at the Special Meeting, by executing a proxy
bearing a later date which is presented at the Special Meeting or by attending
the Special Meeting and voting in person the shares of stock that such
stockholder is entitled to vote. In the absence of such revocation, shares
represented by proxy will be voted at the Special Meeting. It is the intention
of the persons named in the accompanying proxy to vote such proxies for the
matter noted thereon unless the authority to vote is withheld.
BY WHOM AND THE MANNER IN WHICH PROXY IS BEING SOLICITED
In addition to solicitation by mail, the directors, officers and
employees of the Company, who will receive no compensation in excess of their
regular salaries, may solicit proxies from stockholders by personal interview,
telephone, telegram or otherwise. The Company will bear the costs of the
solicitation. Arrangements will also be made with brokerage firms and other
custodians, nominees and fiduciaries who hold of record voting securities of
the Company for forwarding of solicitation materials to the beneficial owners
thereof. The Company will, upon request, reimburse such brokers, custodians,
nominees and fiduciaries for the reasonable out-of-pocket expenses incurred by
them in connection therewith.
<PAGE> 4
PROPOSAL REGARDING AMENDMENT TO ARTICLES OF INCORPORATION
The Board of Directors of the Company voted to amend and restate the
Restated Articles of Incorporation of the Company at its June 26, 1997 meeting,
subject to the approval of the Stockholders of the Company. The Board voted to
amend the Restated Articles of Incorporation to provide that the following be
added as Article VIII:
"Article VIII. The power to adopt, alter, amend, or repeal the
Corporation's bylaws, in whole or in part, at any time and from time
to time, shall be vested in the Board of Directors of the Corporation.
The general effect of such amendment will give the Board of Directors
the power to adopt, amend or repeal the bylaws.
The Kansas General Corporation Code ("KGCC") provides that any
corporation, in its articles of incorporation, may confer the power to adopt,
amend or repeal bylaws upon the directors. The KGCC also provides the fact that
such power has been so conferred upon the directors shall not divest the
stockholders of the power, nor limit their power to adopt, amend or repeal
bylaws. The reason for such amendment to the Restated Articles of Incorporation
is to give the Board of Directors the ability to amend the bylaws of the
Company when such amendments are in the best interests of the stockholders. In
the future, the Board of Directors may wish to amend the bylaws of the Company
("Bylaws") in connection with a business transaction with a third party. Such
amendments may include amending the Bylaws to provide that the Kansas Control
Share Acquisition Act, K.S.A. 17-1286 et seq. (the "Control Share Act") does
not apply to an acquisition or business transaction.
Generally the Control Share Act provides that unless a corporation's
articles of incorporation or bylaws provide that the Control Share Act does not
apply to a Control Share Acquisition of shares of the corporation, Control
Shares of an issuing public corporation acquired in a Control Share Acquisition
have only the voting rights as provided in K.S.A. 17-1294. K.S.A. 17-1294
provides that Control Shares acquired in a Control Share Acquisition have the
same voting rights as were accorded the shares before the Control Share
Acquisition only to the extent granted by resolution approved by the
shareholders of the issuing public corporation. To be approved, such resolution
must be approved by: (1) the affirmative vote of a majority of all outstanding
shares entitled to vote in the election of directors; and (2) the affirmative
vote of a majority of all outstanding shares entitled to vote in the election
of directors, excluding all Interested Shares.
The Control Share Act defines the following terms as follows:
"Control Shares" is defined as shares that, except for the Control
Shares Act, would have the voting power with respect to shares of an
issuing public corporation that, when added to all other shares of the
issuing public corporation owned by a person, or in respect to which
that person may exercise or direct the exercise of voting power, would
entitle that person immediately after the acquisition of the shares,
directly or indirectly, alone or a part of a group, to exercise or
direct the exercise of the voting power of the issuing public
corporation, in the election of directors within any of the following
ranges of voting power: (a) one-fifth or more but less than one-third
of all the voting power; (b) one-third or more but less than a
majority of all the voting power; and (c) a majority or more of all
voting power.
"Control Share Acquisition" is defined as the acquisition, directly or
indirectly, by any person of ownership of, or the power to direct the
exercise of voting power with respect to, issued and outstanding
control shares.
"Interested Shares" is defined as the shares of an issuing public
corporation with respect to which any of the following persons may
exercise or direct the exercise of voting power in the election of
directors of the issuing public corporation: (a) a person or member of
a group that makes or proposes to make a Control Share Acquisition;
(b) any officer of the issuing public corporation; and (c) any
employee of the issuing public corporation who is also a director of
the corporation.
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Although the proposed amendment to the Restated Articles of
Incorporation of the Company will allow the Directors to amend the Bylaws, the
Board of Directors has no present intention to amend the Bylaws in any manner,
including an amendment regarding the Control Share Act.
The amendment to the Restated Articles of Incorporation shall be
approved by the affirmative vote of the holders of a majority of the Common
Stock entitled to vote at the Special Meeting. Accordingly, an abstention would
have the same legal effect as a vote against approval of the amendment to the
Restated Articles of Incorporation.
SHARES OUTSTANDING, VOTING RIGHTS AND VOTING PROCEDURES
Only stockholders of record at the close of business on September 16,
1997 are entitled to notice of, and to vote at, the Special Meeting and any
adjournments thereof. The only voting stock of the Company outstanding is its
common stock, no par value (the "Common Stock"), of which 19,838,574 shares
were outstanding of record as of the close of business on September 16, 1997.
Each share of Common Stock is entitled to one vote. An automated system
administered by the Company's transfer agent shall be used to tabulate the
votes.
The presence, in person or by proxy, of the holders of record of a
majority of the outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum for the transaction of business at the Special
Meeting, but if a quorum should not be present, the meeting may be adjourned
from time to time until a quorum is obtained. For each matter to be voted on by
the stockholders, abstentions are counted in determining whether a quorum is
present but are not treated as either a vote for or against a proposal. Unvoted
positions in a brokerage account ("broker non-vote") are considered as not
voted for purposes of calculating the fulfillment of the quorum requirements.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of September 1, 1997 by
(i) each person who is known by the Company to be the beneficial owner (as
determined in accordance with Rule 13d-3 under the Securities and Exchange Act
of 1934, as amended) of more than 5% of the outstanding Common Stock; (ii) each
director, (iii) each of the named executive officers as defined in Item
402(a)(3) of Regulation S-K; and (iv) all executive officers and directors of
the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OWNED BENEFICIALLY
OF BENEFICIAL OWNER AT SEPTEMBER 1, 1997 OWNED
- ------------------- -------------------- ------------
<S> <C> <C>
Floyd C. Wilson 4,321,615(1) 21.6%
301 North Main, Suite 1900
Wichita, Kansas 67202
Comdisco, Inc. 3,859,820(2) 19.5%
6111 N. River Road
Rosemont, IL 60018
Belco Energy, L.P. 2,940,000(3) 14.8%
14300 Cornerstone Village Drive, Suite 421
Houston, TX 77104
First Reserve Corporation 1,293,441(4) 6.5%
475 Steamboat Road
Greenwich, CT 06830
Cramer Rosenthal McGlynn, Inc. 1,155,834(5) 5.8%
707 Westchester Avenue
White Plains, NY 10604
Alan J. Andreini 65,000(6) *
David S. Elkouri 39,000(7) *
Jonathan S. Linker 11,500(8) *
William E. Macaulay 5,000(4)(9) *
John T. McNabb, II 55,000(10) *
W. Mark Womble 78,002(11) *
Jay W. Decker 329,890(12) 1.7%
David M. Drummond 12,500(13) *
Randall K. Click 15,012(14) *
Dallas W. Dobbs 26,252(15) *
Directors and executive officers as a group (14 persons) 10,276,392(16) 50.4%
</TABLE>
* Represents less than 1%
(1) Does not include 135,750 shares currently owned by Mr. Wilson but
which are subject to an agreement with the Company pursuant to which
Mr. Wilson is required to contribute to the Company the number of
shares
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necessary to satisfy the exercise of certain of the options previously
granted by the Company in exchange for receipt of the exercise price
therefor. Includes 100,000 shares held by Mr. Wilson's wife and 100,000
shares held by a family limited partnership, of which Mr. Wilson and his
wife are general partners and his children are limited partners. Also
includes 204,626 shares held by The Wilson Foundation, 7,565 shares
allocated to Mr. Wilson pursuant to the Company's 401(k) Profit Sharing
Plan (based on a plan statement dated as of 6/30/97), and 187,500 shares
issuable pursuant to presently exercisable options granted to Mr. Wilson
pursuant to stock option agreements with the Company.
(2) As an executive officer of Comdisco, Inc., Mr. Andreini shares voting and
investment power of the shares owned by Comdisco, Inc. Mr. Andreini
disclaims beneficial ownership of the Company Common Stock owned by
Comdisco, Inc.
(3) As disclosed on a joint filing on Schedule 13D, filed with the Securities
and Exchange Commission on July 3, 1997, Belco Energy LP, Belco Operating
Corp., Belco Oil & Gas Corp. and Mr. Robert A. Belfer. Belco Energy LP is
the direct beneficial owner of the shares of Company Common Stock. Belco
Operating Corp., as general partner of Belco Energy LP, Belco Oil & Gas
Corp., as sole shareholder of Belco Operating Corp., and Robert A. Belfer,
as a shareholder of Belco Oil & Gas Corp., may be deemed beneficial owners
of the shares of Company Common Stock owned by Belco Energy LP. However,
Belco Operating Corp., Belco Oil & Gas Corp. and Mr. Belfer disclaim
beneficial ownership of such shares.
(4) First Reserve Corporation owns no shares of the Company's Common Stock
directly but, as the managing general partner of the entities named below,
it shares voting and investment power over such shares with such entities.
First Reserve Corporation is the managing general partner of First Reserve
Fund V, Limited Partnership ("Fund V"), American Gas & Oil Investors,
Limited Partnership ("AmGO") and AmGO II, Limited Partnership ("AmGO II").
The address of each of such entities is the address of First Reserve
Corporation. Through their ownership of shares of First Reserve
Corporation, Mr. Macaulay and Mr. John A. Hill may be deemed to share
beneficial ownership of the shares shown as owned by First Reserve
Corporation. Messrs. Macaulay and Hill disclaim beneficial ownership of
such shares. The following table sets forth certain information regarding
the beneficial ownership of the Company's Common Stock as of September 1,
1997:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
BENEFICIALLY OWNED BENEFICIALLY
NAME AT SEPTEMBER 1, 1997 OWNED
---- -------------------- ------------
<S> <C> <C>
Fund V ................. 891,698 4.5%
AmGO .................. 387,437 2.0%
AmGO II ............... 14,306 0.1%
</TABLE>
(5) As disclosed on the latest Schedule 13G, filed with the Securities and
Exchange Commission on March 4, 1997.
(6) Includes 15,000 shares issuable upon exercise of options granted to Mr.
Andreini pursuant to stock option agreements with the Company.
(7) Includes 35,000 shares issuable upon exercise of options granted to Mr.
Elkouri pursuant to stock option agreements with the Company. Includes
3,000 shares owned by The David S. and Debbi C. Elkouri Foundation and
1,000 shares owned by The David S. Elkouri Rollover IRA.
(8) Includes 5,000 shares issuable upon exercise of options granted to Mr.
Linker pursuant to stock option agreements with the Company.
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<PAGE> 8
(9) Represents 5,000 shares issuable upon exercise of options granted to Mr.
Macaulay pursuant to stock option agreements with the Company.
(10) Represents 55,000 shares issuable upon exercise of options granted to Mr.
McNabb pursuant to stock option agreements with the Company.
(11) Includes 72,500 shares issuable upon exercise of options granted to Mr.
Womble pursuant to stock option agreements with the Company. Includes
4,122 shares acquired pursuant to the Company's 401(k) Profit Sharing Plan
(based on a plan statement dated as of 6/30/97).
(12) Includes 93,750 shares issuable upon exercise of options granted to Mr.
Decker pursuant to stock option agreements with the Company. Includes
1,297 shares acquired pursuant to the Company's 401(k) Profit Sharing Plan
(based on a plan statement dated as of 6/30/97).
(13) Represents 12,500 shares issuable upon exercise of options granted to Mr.
Drummond pursuant to a stock option agreement with the Company.
(14) Includes 12,500 shares issuable upon exercise of options granted to Mr.
Click pursuant to stock option agreements with the Company. Includes 2,512
shares acquired pursuant to the Company's 401(k) Profit Sharing Plan
(based on a plan statement dated as of 6/30/97).
(15) Includes 22,500 shares issuable upon exercise of options granted to Mr.
Dobbs pursuant to stock option agreements with the Company. Includes 3,652
shares acquired pursuant to the Company's 401(k) Profit Sharing Plan
(based on a plan statement dated as of 6/30/97).
(16) Includes 675,750 shares issuable upon exercise of options under the
Company's stock option plans and nonstatutory stock option agreements,
including 135,750 of the shares referenced in (1) above. Also includes
shares held by Comdisco, Inc. and partnerships for whom First Reserve
Corporation is the managing general partner.
STOCKHOLDERS PROPOSALS
Any proposals by stockholders intended to be presented at the 1998
Annual Meeting of Stockholders must be received by the Company no later than
December 17, 1997, to be considered by the Board for inclusion in the Company's
1998 Proxy Statement and form of proxy relating to that meeting. Stockholder
proposals should be submitted to the Secretary at the offices of the Company in
Wichita, Kansas.
OTHER MATTERS
Management knows of no other business which will be presented to the
meeting. If other matters properly come before the meeting, the persons named
as proxies will vote on them in accordance with their best judgment.
By Order of the Board of Directors,
/s/ FLOYD C. WILSON
Chairman of the Board of Directors,
President and Chief Executive Officer
September 30, 1997
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APPENDIX A
FORM OF PROXY
HUGOTON ENERGY CORPORATION
PROXY/VOTING INSTRUCTION CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING ON OCTOBER 16,1997
The undersigned hereby appoints Floyd C. Wilson and W. Mark Womble,
and each of them, as proxies, each with full power of substitution, and hereby
authorizes them to represent and to vote as designated herein all the shares of
Common Stock of Hugoton Energy Corporation represented hereby and held of
record by the undersigned on September 16, 1997, at the Special Meeting of
Stockholders to be held at the principal office of the Company, 301 North Main
Street, Suite 1900, Wichita, Kansas 67202 on Thursday, October 16, 1997, at
10:00 a.m., local time, or at any adjournments thereof, upon all subjects that
may properly come before the meeting, including the matters described in the
proxy statement furnished herewith. This proxy, when properly executed, will be
voted in the manner directed herein by the undersigned stockholder. If no
direction is made, this proxy will be voted "FOR" the amendment to the Restated
Articles of Incorporation, and in accordance with the determination of the
named proxies as to other matters.
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND DATE
ON THE REVERSE AND PROMPTLY RETURN.
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Directors recommend a vote "FOR"
the following: 1. FOR approval of the amendment
to the Restated Articles of
Incorporation of the Company
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. In their discretion, the proxies
are authorized to vote upon such
other matters as may properly
come before the meeting.
PLEASE SIGN THIS PROXY AND RETURN IT PROMPTLY
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
SIGNATURE(S): DATE:
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Note: If signing for a corporation or partnership or as agent, attorney or
fiduciary, indicate the capacity in which you are signing. If you do
attend the meeting and decide to vote by ballot, such vote will supersede
this proxy. Please sign exactly as your name(s) appear on this card. Joint
owners should each sign individually. Corporate proxies should be signed
in full corporate name by an authorized officer. Fiduciaries should give
full titles.
A-1
