-----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, HCy3s/62SsrdYnBxuWAdOhjlhmRTnCw8WF/NbWEQHxcLuNbGJgHk3j5MAPxPFH7v HNKESlQude3Ofi7n1jK3FA== 0000899243-99-000478.txt : 19990319 0000899243-99-000478.hdr.sgml : 19990319 ACCESSION NUMBER: 0000899243-99-000478 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990422 FILED AS OF DATE: 19990318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALCASIEU REAL ESTATE & OIL CO INC CENTRAL INDEX KEY: 0000352955 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [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: 99567849 BUSINESS ADDRESS: STREET 1: 3401 RYAN ST P O BOX 899 CITY: LAKE CHARLES STATE: LA ZIP: 70602 BUSINESS PHONE: 3184944256 MAIL ADDRESS: STREET 1: P O BOX 899 CITY: LAKE CHARLES STATE: LA ZIP: 70602 DEF 14A 1 DEFINITIVE PROXY STATEMENT =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 Bank One, Third Floor, One Lakeside Plaza, Lake Charles, Louisiana 70601, April 22, 1999, at 11:00 a.m., to: 1. Fix the number of directors at nine 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 26, 1999, are entitled to notice of and to vote at the meeting. Lake Charles, Louisiana March 12, 1999 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. 1 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 22, 1999 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 22, 1999, at the time and place and for the purposes set forth in accompanying Notice of Meeting. The date of this Proxy Statement is March 12, 1999. 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 nine and for election as directors the nine 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 26, 1999, are entitled to notice of and to vote at the meeting. On that date, the Company had outstanding 1,978,752 shares of common stock, each of which is entitled to one vote. 2 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 nine. 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 nine and in favor of the election of the nine 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 1998 annual meeting of shareholders, 1,052,048 shares, or 52.7% of the 1,997,252 shares outstanding, voted. In excess of 98% 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 five Board of Directors meetings during 1998. Directors Reaves, Pruitt, Viccellio, Savoy and Hollins attended 100% of the meetings; Directors Freund, Blake and Alexander attended 80% of the meetings; Director Leach attended 60% of the meetings.
First Occupation and other Elected Shares Percent of Name and Age Directorships Director Beneficially Owned Class - ------------------------- ------------------------ ------------- ------------------ ----------- Henry Chalkley Alexander Chairman of the Board, 1979 62,400 (1)(6) 3.15% - 63 Sweetlake Land & Oil Co., Inc. & North American Land Co., Inc. & President of H. G. Chalkley & Sons, Inc. Director of Lacassane Co., Inc.
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First Occupation and other Elected Shares Percent of Name and Age Directorships Director Beneficially Owned Class - ------------------------- ------------------------ ------------- ------------------ ----------- William D. Blake - 66 President of Bel Oil 1966 57,361 (2)(3) 2.90% Corp., Lacassane Co., Inc., & Howell Industries, Inc.; Director of Bank One & Sweetlake Land & Oil Co., Inc. Troy A. Freund - 71 Petroleum Geologist, 1984 7,863 .40% individual proprietor Arthur Hollins, III - 68 President of Calcasieu 1974 48,477 (3)(4) 2.45% Real Estate & Oil Co., Inc.; President of Bank One, Southwest Louisiana; President of PBA Properties, Inc. Laura A. Leach - 59 Secretary-Treasurer and 1996 69,434 (5)(6) 3.51% Director of Sweetlake Land & Oil Co., Inc. and North American Land Co., Inc.; Director of Hibernia Corp. and Lacassane Co., Inc. Frank O. Pruitt - 70 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 - 64 Private investor, oil 1986 5,750 (8) .29% and gas; estate mgmt; Director of Lacassane Co., Inc.
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First Occupation and other Elected Shares Percent of Name and Age Directorships Director Beneficially Owned Class - ------------------------- ------------------------ ------------- ------------------ ----------- Mary Watkins Savoy - 59 Private Investments 1998 17,158 .87% Charles D. Viccellio - 65 Partner in Stockwell, 1996 15,450 (3) .78% Sievert, Viccellio, Clements & Shaddock, L.L.P. All Directors and 302,193 15.27% Officers as a Group (9 persons)
(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 34,238 shares owned by Mr. Hollins' children and former spouse, that Mr. Hollins has power to vote pursuant to an understanding. Mr. Hollins disclaims beneficial ownership of these shares. (5) Includes 11,250 shares owned by corporations of which Mrs. Leach is an officer and director. (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 Elizabeth A. Reaves Trust, Caroline C. Reaves, Trustee. Mr. Reaves disclaims ownership of these shares. 5 REMUNERATION AND OTHER TRANSACTIONS Remuneration No director or officer of the Company received remuneration from the Company in excess of $12,900 for the year ended December 31, 1998. The total 1998 cash and cash equivalent remuneration to all directors and officers of the Company as a group was $33,300. Other transactions Arthur Hollins, III, President and a director of the Company was the President and Chairman of the Board of the First National Bank of Lake Charles (the "Bank") and is President of Bank One, Southwest Louisiana. Mr. Blake, an officer and director of the Company was a director of First National Bank and is a director of Bank One, Southwest Louisiana. The Company deposits all receipts into an interest-bearing money market account at First National Bank and Bank One which acquired First National Bank. The largest total outstanding amount on deposit was $762,152 as of November 18, 1998. The balance for all accounts at Bank One as of December 31, 1998, was $77,581. The rates paid on these deposits were the same as those paid to other customers on similar deposits at similar times. Calcasieu Real Estate and Oil Co., Inc. owns an undivided 1/6th in approximately 34,000 acres known as Walker Louisiana Properties. Mr. Hollins is President of PBA Properties, Inc. and Mr. Blake is manager of Blake Brothers, LLC, each of which also owns 1/6th in the same property. RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS The Company's financial statement for the years ended December 31, 1996, December 31, 1997, and December 31, 1998, 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. 6 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 7 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 22, 1999, 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 NINE. ( ) FOR ( ) AGAINST ( ) ABSTAIN 2. TO ELECT DIRECTORS. FOR ALL NOMINEES LISTED BELOW ( ) WITHHOLD AUTHORITY ( ) (EXCEPT AS MARKED TO THE CONTRARY BELOW) TO VOTE FOR ALL NOMINEES LISTED 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 MARY W. SAVOY 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-----