-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fcqv0cI5dmBqEDOA0T8d78zksOUOOrWBhSIZg+/E39axbB7zDLhxeWzPRqUqZ8Fp A44kVzd+itmtEZhfKLlORQ== 0000899243-98-000404.txt : 19980409 0000899243-98-000404.hdr.sgml : 19980409 ACCESSION NUMBER: 0000899243-98-000404 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980416 FILED AS OF DATE: 19980323 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALCASIEU REAL ESTATE & OIL CO INC CENTRAL INDEX KEY: 0000352955 STANDARD INDUSTRIAL CLASSIFICATION: 1311 IRS NUMBER: 720144530 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-09669 FILM NUMBER: 98570533 BUSINESS ADDRESS: STREET 1: 3401 RYAN ST P O BOX 899 CITY: LAKE CHARLES STATE: LA ZIP: 70602 BUSINESS PHONE: 3184332265 MAIL ADDRESS: STREET 1: P O BOX 899 CITY: LAKE CHARLES STATE: LA ZIP: 70602 DEF 14A 1 DEFINITIVE 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 Section 240.14a-11(c) or Section 240.14a-12 Calcasieu Real Estate and Oil Co., 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)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------- (5) Total fee paid: ------------------------------------------------------------------------- [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------- (3) Filing Party: ------------------------------------------------------------------------- (4) Date Filed: ------------------------------------------------------------------------- Notes: CALCASIEU REAL ESTATE AND OIL CO., INC. POST OFFICE BOX 899 LAKE CHARLES, LOUISIANA 70602 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS The annual meeting of the stockholders of Calcasieu Real Estate and Oil Co., Inc., (the "Company") will be held at First National Bank of Lake Charles, One Lakeside Plaza, Lake Charles, Louisiana 70601, April 16, 1998, at 11:00 a.m., to: 1. Fix the number of directors at eight and elect directors. 2. Transact such other business as may properly come before the meeting. Only stockholders of record at the close of business on February 27, 1998, are entitled to notice of and to vote at the meeting. Lake Charles, Louisiana March 18, 1998 BY ORDER OF THE BOARD OF DIRECTORS /s/ CHARLES D. VICCELLIO /s/ ARTHUR HOLLINS, III - - -------------------------------- -------------------------------- Charles D. Viccellio Arthur Hollins, III Vice President & Secretary President PLEASE DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. NO ADDITIONAL POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES. YOUR PROMPT RESPONSE WILL BE APPRECIATED. CALCASIEU REAL ESTATE AND OIL CO., INC. POST OFFICE BOX 899 LAKE CHARLES, LOUISIANA 70602 PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 16, 1998 GENERAL The accompanying proxy is solicited on behalf of the Board of Directors of Calcasieu Real Estate and Oil Co., Inc. (the "Company") for use at the Annual Meeting of Stockholders to be held April 16, 1998, at the time and place and for the purposes set forth in accompanying Notice of Meeting. The date of this Proxy Statement is March 18, 1998. The shares represented by any proxy in the enclosed form, if it is properly executed and received at or prior to the meeting, will be voted in accordance with the specifications made thereon. Proxies received on which no specification is made will be voted for setting the number of directors at eight and for election as directors the eight nominees named herein. Proxies are revocable by written notice to the Secretary at any time prior to their exercise and will be deemed revoked by attendance and voting at the meeting. All expenses of preparing, printing and mailing the proxy and all materials used in solicitation will be borne by the Company. Proxies may also be solicited in person or by telephone or fax by directors, officers and other employees of the Company, none of whom will receive additional compensation for such services. The Company will also request brokerage houses, custodians and nominees to forward these materials to the beneficial owners of the stock held of record by them and pay the reasonable expenses of such persons for forwarding the material. Only stockholders of record at the close of business on February 27, 1998, are entitled to notice of and to vote at the meeting. On that date, the Company had outstanding 1,997,252 shares of common stock, each of which is entitled to one vote. ELECTIONS OF DIRECTORS The Articles of Incorporation of the company provide that the number of directors shall be not less than five nor more than fifteen. The exact number will be determined by the vote of the stockholders, and a resolution will be offered at the meeting to fix the number of directors at eight. Each director will hold office for one year and until his successor is elected and qualified. It is the intention of the persons named in the accompanying proxy to vote in favor of the resolution fixing the number of directors at eight and in favor of the election of the eight nominees named below. If any nominee becomes unavailable for any reason, the shares represented by the proxies will be voted for such person, if any, as may be designated by the Board of Directors. Management has, however, no reason to believe that any nominee will be unavailable. At the 1997 annual meeting of shareholders, 1,111,500 shares, or 55.7% of the 1,997,252 shares outstanding, voted. In excess of 98.5% of the shares cast were voted for election of each nominee for director. The information set forth below as to age, principal occupation or employment, and amount and nature of beneficial ownership of common stock of the Company has been furnished by each nominee for election. Unless otherwise indicated, (i) all nominees have been with the same organization in essentially the same position as listed below for the past five years, and (ii) the nominees own, with sole voting and investment power, the shares listed. The Company held seven Board of Directors meetings during 1997. Dr. Knapp died during 1997. Directors Blake, Reeves and Hollins attended 100% of the meetings; Directors Freund and Viccellio attended 86% of the meetings; Directors Leach and Pruitt attended 71% of the meetings; Director Alexander attended 57% of the meetings.
First Shares Occupation and other Elected Beneficially Percent Name and Age Directorships Director Owned of Class ------------ -------------------- -------- ------------ -------- Henry Chalkley Alexander - 62 Chairman of the Board, 1979 62,400 (1)(6) 3.12% Sweetlake Land & Oil Co., Inc. & North American Land Co., Inc. & President of H. G. Chalkley & Sons, Inc. Director of Lacassane Co., Inc. William D. Blake - 65 General Manager J. A. 1966 57,361 (2)(3) 2.87% Bel Estate; President of Bel Oil Corp., Lacassane Co., Inc., & Howell Industries, Inc.; Director of First National Bank of Lake Charles & Sweetlake Land & Oil Co., Inc.
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First Shares Occupation and other Elected Beneficially Percent Name and Age Directorships Director Owned of Class ------------ -------------------- -------- ------------ -------- Troy A. Freund - 70 Petroleum Geologist, 1984 7,863 .39% individual proprietor Arthur Hollins, III - 67 Chairman of the Board 1974 31,477 (3)(4) 1.58% of First National Bank of Lake Charles; Director of First Commerce Corp. & First National Bank of Lafayette; President of PBA Properties, Inc. Laura A. Leach - 58 Secretary-Treasurer and 1996 69,434 (5)(6) 3.48% Director of Sweetlake Land & Oil Co., Inc. and North American Land Co., Inc., Director of Hibernia Corp. and Lacassane Co., Inc. Frank O. Pruitt - 69 President of PWK 1981 18,300 (7) .92% Timberland Corp. Prior to `96 he was VP & CEO of King Corp. Prior to `94 he was an officer and director of Powell Lumber Co. B. James Reaves, III - 63 Private investor, oil 1986 5,750 (8) .29% and gas; estate mgmt. Charles D. Viccellio - 64 Partner in Stockwell, 1996 15,450 (3) .77% Sievert, Viccellio, Clements & Shaddock, L.L.P. All Directors and 256,235 12.83% Officers as a Group (8 persons)
3 (1) Includes 11,250 shares owned by corporations of which Mr. Alexander is an officer and director. (2) Includes 3,450 shares owned by Mr. Blake's wife and 3,825 shares held in trusts for which Mr. Blake or his wife serve as trustee of co-trustee. Includes 550 shares owned by a corporation of which Mr. Blake is a Director. Mr. Blake disclaims ownership of these shares. (3) Mr. Hollins is President of the Company, Mr. Viccellio is its Vice- President and Secretary and Mr. Blake is also its Vice-President and Treasurer. (4) Includes 3,000 shares belonging to a trust of which Mr. Hollins is one of the beneficiaries. (5) Includes 11,250 shares owned by corporations of which Mrs. Leach is an officer and director. Includes 1776 shares owned by Mrs. Leachs's son as to which beneficial ownership is disclaimed. (6) Mr. Alexander and Mrs. Leach are brother and sister. (7) Includes 2,900 shares owned by Mr. Pruitt's wife and 1450 shares owned by a trust of which Mr. Pruitt's wife is trustee. Mr. Pruitt disclaims ownership of these shares. (8) Includes 1,000 shares owned by B. James Reaves Trust, B. James Reaves, III, Trustee and 1,000 shares owned by B. James Reaves, III, Custodian for Elizabeth Reaves, Minor. Mr. Reaves disclaims ownership of these shares. REMUNERATION AND OTHER TRANSACTIONS Remuneration - - ------------ No director or officer of the Company received remuneration from the Company in excess of $11,700 for the year ended December 31, 1997. The total 1997 cash and cash equivalent remuneration to all directors and officers of the Company as a group was $33,000. Other transactions - - ------------------ Arthur Hollins, III, President and a director of the Company is the Chairman of the Board of the First National Bank of Lake Charles, (the "Bank"). Mr. Blake, an officer and director of the Company is also a director of the Bank. The Company deposits all receipts into an interest-bearing money market account at First National Bank. The largest total outstanding amount on deposit was $819,625 as of March 6, 1997. The balance for all accounts at First National Bank as of December 31, 1997, was $287,809. The rates paid on these deposits were the same as those paid to other customers on similar deposits at similar times. 4 Calcasieu Real Estate and Oil Co., Inc. owns an undivided 12.5% in approximately 34,000 acres known as Walker Louisiana Properties. Mr. Hollins is President of PBA Properties, Inc. and Mr. Blake is executor of an estate, each of which also owns 12.5% in the same property. RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS The Company's financial statement for the years ended December 31, 1995, December 31, 1996, and December 31, 1997, were audited by the firm of McElroy, Quirk & Burch, independent certified public accountants, and they will continue as the Company's auditors until changed by the Board of Directors. Representatives of McElroy, Quirk & Burch will not attend the annual meeting. OTHER MATTERS At the time of the preparation of this Proxy Statement, the Company had not been informed of any matters to be presented by, or on behalf of, the Company or its management, for action at the meeting other than those listed in the notice of meeting and referred to herein. If any other matters come before the meeting or any adjournment thereof, the persons named in the enclosed proxy will vote on such matters according to their best judgment. Stockholders are urged to sign the enclosed proxy, which is solicited on behalf of the Board of Directors, and return it at once in the enclosed envelope. BY ORDER OF THE BOARD OF DIRECTORS /s/ CHARLES D. VICCELLIO ________________________________________ Charles D. Viccellio Vice-President and Secretary Lake Charles, Louisiana March 18, 1998 5 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PROXY The undersigned hereby constitutes and appoints WILLIAM D. BLAKE and CHARLES D. VICCELLIO, or either of them acting in the absence of the other with power of substitution, the proxies of the undersigned to attend the annual meeting of shareholders of Calcasieu Real Estate & Oil Co., Inc. on April 16, 1998, and any adjournment thereof, and to vote the shares of said corporation standing in the name of the undersigned. 1. To set the number of directors at eight. ( ) FOR ( ) AGAINST ( ) ABSTAIN 2. To elect directors. FOR all nominees listed below ( ) WITHHOLD AUTHORITY ( ) (except as marked to the contrary to vote for all nominees listed below) below INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list below. 3. Henry C. Alexander Laura A. Leach William D. Blake Frank O. Pruitt Troy A. Freund B. James Reaves, III Arthur Hollins, III Charles D. Viccellio 4. In their discretion, to vote upon such other matters as may properly come before the meeting or any adjournment thereof. This proxy will be voted as specified. IF NO SPECIFIC DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH HEREIN. DATE: ________________ SIGNATURE: _________________________________ Please sign exactly as name appears on the certificate or certificates representing shares to be voted by this proxy. When signing as executor, administrator, attorney, trustee or guardian, please give full titles 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. -----END PRIVACY-ENHANCED MESSAGE-----