SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
SUPERIOR ENERGY SERVICES, INC.
(Name of Registrant as Specified In Its Charter)
BOARD OF DIRECTORS
SUPERIOR ENERGY SERVICES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
[ ] $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
2) Aggregate number of securities to which transaction
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-
4) Proposed maximum aggregate value of transaction:
Set forth amount on which the filing fee is calculated and
state how it was determined.
[ ] 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 of Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed
SUPERIOR ENERGY SERVICES, INC.
1503 Engineers Road
Belle Chasse, Louisiana 70037
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Holders of Common Stock of Superior Energy Services, Inc.:
The annual meeting (the "Meeting") of stockholders of
Superior Energy Services, Inc. (the "Company") will be held in
the Company's executive offices at 1503 Engineers Road, Belle
seChaseChasse, Louisiana, on Wednesday, September 25, 1996, at
10:00 a.m., New Orleans time, to elect directors and to transact
such other business as may properly come fbeoffore the meeting
and any adjournements thereof.
Only holders of record of the Company's Common Stock at the
close of business on August 7, 1996, are entitled to notice of
and to vote at the annual meeting.
Even if you now expect to attend the Meeting, you are
requested to mark, sign, date, and return the accompanying proxy
in the enclosed addressed, postage-paid envelope. If you attend
the Meeting, you may vote in person, whether or not you have sent
in your proxy. A proxy may be revoked at any time prior to the
By Order of the Board of Directors
/s/ Carolyn Plaisance
Belle Chasse, Louisiana
August 21, 1996
Superior Energy Services, Inc.
1503 Engineers Road
Belle Chasse, Louisiana 70037
Annual Meeting of Stockholders
September 25, 1996
This Proxy Statement is furnished to the stockholders of
Superior Energy Services, Inc. (the "Company") in connection with
the solicitation on behalf of the Board of Directors (the
"Board") of proxies for use at the Annual Meeting of Stockholders
(the "Meeting") to be held on September 25, 1996, at the time and
place set forth in the accompanying notice and any adjournment
Only stockholders of record as of the close of business on
August 7, 1996 (the "Record Date"), are entitled to notice of and
to vote at the Meeting. As of the Record Date, 17,597,045 shares
of common stock, $.001 par value per share (the "Common Stock"),
were outstanding, each of which is entitled to one vote.
A stockholder may revoke the enclosed proxy at any time
prior to its exercise by filing with the Secretary of the Company
a written revocation or duly executed proxy bearing a later date.
A stockholder who votes in person at the Meeting in a manner
inconsistent with a proxy previously filed on the stockholder's
behalf will be deemed to have revoked such proxy as it relates to
the matter voted upon in person. Attendance at the Meeting will
not in and of itself constitute a revocation of a proxy.
This Proxy Statement is first being mailed to stockholders
on or about August 219, 1996, and the cost of soliciting proxies
in the enclosed form will be borne by the Company. In addition
to the use of the mails, proxies may be solicited by personal
interview, telephone and telegraph. Banks, brokerage houses and
other nominees or fiduciaries will be requested to forward the
soliciting material to their principals and to obtain
authorization for the execution of proxies, and the Company will,
upon request, reimburse them for their expenses in so acting.
On December 13, 1995, the Company consummated a share exchange
(the "Reorganization") whereby it (i) acquired all of the
outstanding capital stock of Superior Well Service, Inc.,
Connection Technology, Ltd. and Superior Tubular Services, Inc.
(collectively, "Superior") in exchange for 8,400,000 shares of
Common Stock and (ii) acquired all of the outstanding capital
stock of Oil Stop, Inc. ("Oil Stop") in exchange for 1,800,000
shares of Common Stock and $2.0 million cash payable on January
Change in Registrant's Certifying Accountant
Following the closing of the Reorganization, on December 13,
1995, the Company's Board of Directors replaced Marcus, Fairall,
Bristol & Co., LLP with KPMG Peat Marwick LLP as the Company's
independent public accountants. The report of Marcus, Fairall,
Bristol & Co., LLP on the Company's predecessor's financial
statements as of and for the years ended August 31, 1994 and 1995
did not contain an adverse opinion or disclaimer of opinion and
was not modified or qualified as to uncertainty, audit scope or
accounting principles. There were no disagreements with Marcus,
Fairall, Bristol & Co., LLP on any matter of accounting
principles or practices, financial statement disclosure or
auditing scope or procedure at the time of this change of
independent public accountants or with respect to the Company's
predecdessor's financial statements as of and for the year ended
August 31, 1995. Prior to retaining KPMG Peat Marwick LLP, the
Company had not consulted with KPMG Peat Marwick LLP regarding
ELECTION OF DIRECTORS
The Company's Bylaws authorize the Board to fix the number
of directors at not less than three nor more than eleven.
Pursuant thereto, the Board has fixed the number of directors to
be elected at the Meeting at seven, and proxies cannot be voted
for a greater number of persons. Unless authority is withheld,
the persons named in the enclosed proxy will vote the shares
represented by the proxies received by them for the election of
the seven incumbent directors named below to serve until the next
annual meeting and until their successors are duly elected and
The holders of a majority of the shares of Common Stock of
the Company issued and outstanding and entitled to vote at the
Meeting, present in person or represented by proxy, will
constitute a quorum at the Meeting.
Votes cast at the Meeting will be counted by the persons
appointed by the Company to act as inspectors of election for the
Meeting. The inspectors of election will treat shares of Common
Stock represented by a properly executed and returned proxy as
present at the Meeting for purposes of determining a quorum.
Abstentions and broker non-votes will not affect the
determination of a quorum. Therefore, shares of Common Stock
present at the Meeting as to which abstentions are properly cast
or which are the subject of broker non-votes will be counted as
present for purposes of determining a quorum.
Directors will be elected by a plurality vote of the shares
of Common Stock present, in person or by proxy, and entitled to
vote at the Meeting. Accordingly, abstentions and broker non-
votes as to the election of directors will have no effect upon
the election of directors.
Information About Directors and Executive Officers
The following table sets forth certain information as of
August 1, 1996, about the directors and executive officers of the
Company. Each incumbent director has been nominated for re-
Name and Age Position
Terence E. Hall, 51 Chairman of the Board,
Chief Executive Officer,
President and Director
Ernest J. Yancey, Jr. 47 Vice President and Director
James E. Ravannack, 35 Vice President and Director
Richard J. Lazes, 48 President of Oil Stop and Director
Kenneth C. Boothe, 51 Vice President and Director
Bradford Small, 33 Director
Justin L. Sullivan, 56 Director
Robert S. Taylor, 42 Chief Financial Officer
Terence E. Hall has served as the Chairman of the Board, Chief
Executive Officer, President and a Director of the Company since
the consummation of the Reorganization. Since 1989, he has
served as President and Chief Executive Officer of each of
Superior Well Service, Inc., Connection Technology, Ltd. and
Superior Tubular Services, Inc.
Ernest J. Yancey, Jr. has served as a Vice President and Director
of the Company since the consummation of the Reorganization.
Since 1989, he has served as Vice President - Operations of
Superior Well Service, Inc.
James E. Ravannack has served as a Vice President and Director of
the Company since the consummation of the Reorganization. Since,
1989, he has served as Vice President - Sales of Superior Well
Richard J. Lazes has served as a Director of the Company since
the consummation of the Reorganization. Mr. Lazes founded Oil
Stop in May 1990 and has served as its President since then.
Kenneth C. Boothe has served as a director since 1991. Mr.
Boothe served as Chief Executive Officer and President of the
Company from October 1993 until the consummation of the
Reorganization and as President of the Company's operating
subsidiary, Small's Fishing & Rental, Inc. until May of 1996.
Mr. Boothe is now the senior partner with Boothe, Vassar, Fox &
Fox, certified public accountant's , Big Spring, Texas.
Bradford Small has served as a Director of the Company since
December 1993. From 1989 to January 1991, Mr. Small served as a
minister of the Southern Hills Church of Christ in Abilene,
Texas. From January 1991 until May 1995 he served as minister of
Western Hills Church of Christ in Amarillo, Texas. From May 1995
to May 1996 he served as minister of Highlands Church of Christ
in Lakeland, Florida. From May 1996 to the present, Mr. Small
ihas served as minmiister of Amarillo DouyhSouth Church of Christ
in Amarillo, Texas.
Justin L. Sullivan has served as a Director of the Company since
consummation of the Reorganization. Mr. Sullivan has been a
business consultant to various companies since May 1993. From
October 1992 to May 1993, Mr. Sullivan served as President of
Plywood Panels, Inc., a manufacturer and distributor of plywood
paneling and related wood products. From 1967 to September 1992
he served as Vice-President, Treasurer and Director of Plywood
Panels, Inc. and its predecessor entities.
Robert S. Taylor has served as Chief Financial Officer since
March 1996. From May 1994 to January 1996, he served as Chief
Financial Officer of Kenneth Gordon (New Orleans), LTD. From
November of 1989 to May 1994 he served as Chief Financial Officer
of Plywood Panels, Inc., a manufacturer and distributor of
plywood paneling and related wood products. Prior thereto, Mr.
Taylor served as controller for Plywood Panels, Inc. and
Corporate Accounting Manager of D.H. Holmes Company, Ltd.
During 1995, following the Reorganization the Board held one
meeting. Each incumbent director of the Company attended this
The Board has an Audit and Compensation Committee, but the
Board does not have a nominating committee. The current members
of the Audit Committee are Messrs. Small, Sullivan and Hall. The
Audit Committee, which did not meet following the Reorganization
during 1995, is responsible for (i) making recommendations to the
Board concerning the engagement of the Company's independent
public accountants, (ii) consulting with the independent public
accountants with regard to the plan of audit, (iii) consulting
with the Company's chief financial officer of the Company on any
matter the Audit Committee or the chief financial officer deems
appropriate in connection with carrying out the audit, (iv)
reviewing the results of audits of the Company by its independent
public accountants, (v) reviewing all related party transactions
and all other potential conflict of interest situations,
(vi) discussing audit recommendations with management and
reporting the results of its reviews to the Board and (vii)
performing such other functions as may be prescribed by the
The current members of the Compensation Committee are
Messrs. Sullivan and Small. The Compensation Committee did not
meet following the Reorganization during 1995. The Compensation
Committee is responsible for administering the Company's stock
incentive plans and performing such other functions as may be
prescribed by the Board.
Each director is paid a director's fee of $250 for each
Board and committee meeting attended. Directors are also
reimbursed for reasonable expenses incurred in attending Board
and committee meetings.
PRINCIPAL STOCKHOLDERS AND SIGNIFICANT STOCKHOLDERS
The following table indicates the beneficial ownership, as
of August 1, 1996, of Common Stock for each director, executive
officer, disclosed under the heading "Exectuutive Compensation
and Certain Transactions -- Summary of Executive Compensation.,"
executive officer, each person known by the Company to own more
than 5% of the outstanding shares of the Common Stock, and of all
directors and executive officers of the Company as a group.
Except as otherwise indicated below, all shares indicated as
beneficially owned are held with sole voting and investment
Name of Amount and Nature
Beneficial Owner of Beneficial Ownership Percentage of Class
Terence E. Hall 3,584,000 20.3%
Ernest J. Yancey, Jr. 2,416,000 13.7%
James E. Ravannack 2,424,000 13.7%
Richard J. Lazes 1,800,000 10.2%
804 First Avenue
Harvey, Louisiana 70058
Kenneth C. Boothe 165,944 *
1001 East FM 700
Big Spring, Texas 79720
Bradford Small 25,000 *
4101 W. 45th, #2004
Amarillo, Texas 79109
Justin L. Sullivan -- *
100 Napoleon Avenue
New Orleans, Louisiana 70115
All directors, executive officers and10,522,944 59.34%
5% stockholders as a group
* Less than 1%.
Beneficial ownership has been determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934.
Messrs. Hall's, Yancey's and Ravannack's mailing address is
1503 Engineers Road, Belle sseChaseChasse, Louisiana
Represents 25,000 shares of Common Stock that may be
acquired upon the exercise of warrants.
Represents 42,000 shares of Common Stock owned outright,
41,926 shares of Common Stock held in a trust, of which
Kenneth Boothe is the sole voting trustee, 57,018 shares of
Common Stock held in a corporation for the benefit of
Darnell Small, Kenneth Boothe and Bradford Small with
respect to which Kenneth Boothe has the sole voting
discretion and 25,000 shares of Common Stock subject to
issuance upon the exercise of options.
Represents 25,000 Common Sshares of Common Stock that
may be acquired upon the exercise of warrants.
Does not include 441,926 Common Sshares of Common
Stock held in a trust for the benefit of Mr. Small
and his siblings, of which Kenneth Boothe is the sole
voting trustee, or and 57,018 Common shares of
Common Stock held in a corporation for the benefit
of Darnell Small, Small , Kenneth Boothe and Bradford
Small with respect to twhich Kenneth Boothe has
the sole voting discretion as to which Mr. Small
disclaims beneficial ownership.
EXECUTIVE COMPENSATION AND CERTAIN TRANSACTIONS
Summary of Executive Compensation
The following table summarizes, for each of the three fiscal
years in the three year period ended December 31, 1995, the
compensation of the Company's Chief Executive Officer and the
most highly compensated executive officers of the Company whose
aggregate cash compensation exceeded $100,000 in all the
capacities in which they served (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
Other Restricted Underlying All
Annual Stock Options/ LTIP Other
Name and Principal Position Year Salary Bonus Compensation Awards SARs Payouts Compensation
____________________________ _____ ________ _________ _____________ _______ ______ ________ _____________
In connection with the Reorganization, the Company entered
into employment agreements with each of Terence E. Hall, Kenneth
C. Boothe, Ernest J. Yancey, Jr., James E. Ravannack, Kenneth
Blanchard and Richard J. Lazes (the "Executives"), providing for
minimum annual salaries of $300,000, $120,000, $120,000,
$120,000, $120,000 and $162,500 respectively, with 5% increases
over and above the preceding year's salary during the term of the
agreement. Under the employment agreements, Messrs. Hall,
Yancey, Ravannack and Blanchard were granted ten-year options to
purchase 44,000, 44,000, 44,000 and 18,000 Common Shares,
respectively, at $2.53 per share. Under the agreements, the
Executives will also be provided with benefits under any employee
benefit plan maintained by the Company for its employees
generally, or for its executives and key management employees in
particular, on the same terms as are applicable to other senior
executives of the Company. Mr. Boothe 's employment agreement
was terminated in May 1996.
In addition to annual compensation and benefits, each of
Messrs. Hall, Yancey, Ravannack and Blanchard will receive an
annual bonus calculated as a percentage of the Company's year-end
pre-tax, pre-bonus annual income ("Company's Income") and Mr.
Lazes will receive an annual bonus calculated as a percentage of
Oil Stop's year-end pre-tax, pre-bonus annual income ("Oil Stop's
Income"). Mr. Hall's bonus will be in an amount equal to 1% of
the Company's Income if the Company's Income is greater than $1.8
million but less than or equal to $2.0 million, 2% of the
Company's Income if the Company's Income is greater than $2.0
million but less than or equal to $2.25 million, or 3% of the
Company's Income if the Company's Income is greater than $2.25
million. The bonus for each of Messrs. Yancey, Ravannack and
Blanchard will be in an amount equal to .443% of the Company's
Income if the Company's Income is greater than $1.8 million but
less than or equal to $2.0 million, .886% of the Company's Income
if the Company's Income is greater than $2.0 million but less
than or equal to $2.25 million, or 1.33% of the Company's Income
if the Company's Income is greater than $2.25 million. Mr.
Lazes' bonus will be in an amount equal to 5% of Oil Stop's
Income that is greater than $1.0 million but less than or equal
to $1.5 million, 7.25% of Oil Stop's Income that is greater than
$1.5 million but less than or equal to $2.0 million, and 10% of
Oil Stop's Income that is greater than $2.0 million.
The term of the employment agreements, except for Mr. Hall's
agreement, will continue until December 13, 1998 unless earlier
terminated as described below. The term of Mr. Hall's employment
agreement will continue until December 13, 2000 unless earlier
terminated as described below. The term of Mr. Hall's agreement
will automatically be extended for one additional year unless the
Company gives at least 90 days' prior notice that it does not
wish to extend the term.
Each employment agreement provides for the termination of
the Executive's employment: (i) upon the Executive's death; (ii)
by the Company or the Executive upon the Executive's disability;
(iii) by the Company for cause, which includes willful and
continued failure substantially to perform the Executive's
duties, or willful engaging in misconduct that is materially
injurious to the Company, provided, however, that prior to
termination, the Board of Directors must find that the Executive
was guilty of such conduct; or (iv) by the Executive for good
reason, which includes a failure by the Company to comply with
any material provision of the agreement that has not been cured
after ten days' notice. For a period of two years after any
termination, the Executive will be prohibited from competing with
Upon termination due to death or disability, the Company
will pay the Executive all compensation owing through the date of
termination and a benefit in an amount equal to nine-month's
salary. Upon termination by the Company for cause or for
termination by the Executive for other than good reason, the
Executive will be entitled to all compensation owing through the
date of termination. Upon termination by the Executive for good
reason, the Executive will be entitled to all compensation owing
through the date of termination plus his current compensation and
the highest annual amount payable to Executive under the
Company's compensation plans multiplied by the greater of two or
the number of years remaining in the term of the Executive's
employment under the agreement. In addition, if the termination
arises out of a breach by the Company, the Company will pay all
other damages to which the Executive may be entitled as a result
of such breach.
1991 Stock Incentive Plan
In May 1991, the Company adopted a Stock Option Plan ("1991
Option Plan") which, provides for the issuance of options to
acquire 75,000 Common shares. Options issued under the 1991
Option Plan may be "incentive stock options" within the meaning
of Section 422A of the Internal Revenue Code of 1986, as amended,
as well as non-statutory stock options, and may be granted to
officers, directors, employees, consultants and agents as
selected by the Board of Directors. The 1991 Option Plan
provides, among other things, that (i) the option price may not
be less than the greater of the fair market value of the Common
Shares on the date of the grant or $5.00 and (ii) options may not
be granted to persons who hold 10% or more of the outstanding
Common Shares on the date of a proposed grant. Options granted
shall be exercisable for not more than ten years and may not be
transferred by the optionee other than by will or the laws of
descent and distribution. No options under the 1991 Option Plan
have been granted.
1995 Stock Incentive Plan
In October 1995, the Company adopted the 1995 Stock
Incentive Plan (the "Incentive Plan") to provide long-term
incentives to its key employees, including officers and directors
who are employees of the Company (the "Eligible Employees").
Under the Incentive Plan, which is administered by the
Compensation Committee of the Board of Directors ("Committee"),
the Company may grant eligible employees incentive stock options,
non-qualified stock options, restricted stock, stock awards or
any combination thereof (the "Incentives"). The Committee
establishes the exercise price of any stock options granted under
the Incentive Plan, provided that the exercise may not be less
than the fair market value of a Common Share on the date of
grant. The option exercise price may be paid in cash, in Common
Shares held for at least six months, in a combination of cash and
Common Shares, or through a broker-assisted exercise arrangement
approved by the Committee.
A total of 600,000 Common Shares are available for issuance
under the Incentive Plan. Incentives with respect to no more
than 200,000 Common Shares may be granted to any single Eligible
Employee in one calendar year. Proportionate adjustments will be
made to the number of Common Shares subject to the Incentive
Plan, including the shares subject to outstanding Incentives, in
the event of any recapitalization, stock dividend, stock split,
combination of shares or other change in the Common Shares. In
the event of such adjustments, the purchase price of any
outstanding option will be adjusted as and to the extent
appropriate, in the reasonable discretion of the Committee, to
provide participants with the same relative rights before and
after such adjustments.
All outstanding Incentives will automatically become
exercisable and fully vested and all performance criteria will be
deemed to be waived by the Company upon (a) a reorganization,
merger or consolidation of the Company in which the Company is
not the surviving entity, (b) the sale of all or substantially
all of the assets of the Company, (c) a liquidation or
dissolution of the Company, (d) a person or group of persons
other than any employee benefit plan or the Company becoming the
beneficial owner of 30% or more of the Company, voting stock or
(e) the replacement of a majority of the Board in a contested
election (a "Significant Transaction"). The Committee also has
the authority to take several actions regarding outstanding
Incentives upon the occurrence of a Significant Transaction,
including requiring that outstanding options remain exercisable
only for a limited time, providing for mandatory conversion of
outstanding options in exchange for either cash payment or Common
Shares, making equitable adjustments to Incentives or providing
that outstanding options will become options relating to
securities to which a participant would have been entitled in
connection with the Significant Transaction if the options had
Subject to certain adjustments, Incentives with respect to
100,000 Common Shares under the Incentive Plan are reserved for
grant to employees of Oil Stop, subject to the discretion of the
Committee to award such Incentives.
1995 Stock Option and Stock Appreciation Right Grants
The following table contains information concerning the
grant of stock options and stock appreciation rights ("SARs") to
the Named Executive Officers during 1995.
1995 STOCK OPTION AND SAR GRANTS
% of Total
Underlying Granted to
Options/SARs Employees Exercise or
Name Granted in 1995 Base Price Expiration Date
__________________ __________ ________ ___________ ________________
Terence E. Hall 44,000 29% $2.53 December 13, 2005
Kenneth C. Boothe -- -- -- --
Certain Relationships and Related Transactions
In November 1994, Bradford Small loaned to the Company
$150,000 payable on demand. In January 1995, Small's raised
$600,000 in which it issued six units, each unit consisting of a
$100,000 secured promissory note bearing interest at the rate of
10.5% per annum and warrants to purchase 16,667 shares of Common
Stock at $1.00 per Common Share. Mr. Small exchanged the demand
loan into one and one half of the units issued in this financing.
This loan was repaid from the net proceeds of the Company's
offering of Common Stock in December 1995.
In October 1994, the Company entered into a lease purchase
for blow out preventors with Kenneth Boothe. Payments on the
lease amounted to $38,000 in 1995. The Company paid Mr. Boothe
lease payments of $45,000 in 1995 and 1994, respectively, for an
office. The Company negotiated with Mr. Boothe for the
cancellation of this lease in the amount of $125,000 as of
December 31, 1995.
The Company paid Justin Sullivan, a director, consulting
fees of $25,000 in 1995 and $23,000 in 1994. The Company also
paid Richard Lazes, a director, $2,400 for rent in 1995. The
Company is obligated to make such rent payments in the future as
follows: $46,200 in 1996, $46,200 in 1997 and $46,200 in 1998.
RELATIONSHIP WITH INDEPENDENT
KPMG Peat Marwick LLP has been selected by the Board of
Directors to serve again in that capacity for the fiscal year
ending December 31, 1996. A representative of KPMG Peat Marwick
LLP is expected to attend the Meeting, will have an opportunity
to make a statement if he wishes to do so, and will be available
to respond to appropriate questions.
SUPERIOR ENERGY SERVICES, INC.
Proxy Solicited on Behalf of the Board of Directors
for the Annual Meeting of Stockholders on September 25, 1996
The undersigned hereby appoints Terence E. Hall proxy for the undersigned,
with full power of substitution, to vote all shares of voting common stock
of Superior Energy Services, Inc. (the "Company") that the undersigned is
entitled to vote at the annual meeting of stockholders to be held September
25, 1996, and any adjournments thereof with respect to the following matter:
Election of Directors:
Terence E. Hall James E. Ravannack Kenneth C. Boothe Justin L. Sullivan
Ernest J. Yancey Richard J. Lazes Bradford Small
Please specify your choices by marking the appropriate boxes on the reverse
side. IF NO SPECIFIC DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES. YOUR SHARES CANNOT BE VOTED UNLESS YOU SIGN, DATE AND RETURN THIS
1. Election of Directors
[ ] FOR all nominees listed below (except [ ] WITHHOLD AUTHORITY
as marked to the contrary below) to vote for all nominees
The Board of Directors recommends a vote for Proposal 1.
2. In his discretion, to transact such other business as may properly come
before the meeting and any adjournments thereof.
INSTRUCTIONS: To withhold authority to vote for any nominee, strike a
line though the nominee's name listed below.
Terence E. Hall Ernest J. Yancey James E. Ravannack Justin L. Sullivan
Richard J. Lazes Kenneth C. Boothe Bradford Small
NOTE: Please sign exactly as name appears hereon.
When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as
such. If a corporation, please sign in full
corporate name by president or other authorized
officer. If a partnership, please sign in
partnership name by authorized persons.
The signer hereby revokes all authorizations
heretofore given by the signer to vote at the
meeting or any adjournments thereof.
Dated: ____________________________, 1996
Signature of Stockholder
Terence E. Hall 1995 $ 12,500 -- -- -- -- -- --
Kenneth C. Boothe 1995 120,000 -- -- -- -- -- --
CFO, Secretary, Treasurer 1994 120,000 -- -- -- -- -- --
CFO, Secretary, Treasurer 1993 75,000 -- -- -- -- -- --
Terence Hall became Chairman of the Board, CEO and President on December 13, 1995 upon consummation of the Reorganization.
Kenneth Boothe served as president and CEO until consummation of the Reorganization on December 13, 1995.
Became President and CEO in October 1993.