SCHEDULE 14A(Rule(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
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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
|X| Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
|_| Definitive Additional Materials
|_| Soliciting Material Under
Rule 14a-12
COMPRESSCO, INC_____________________________________________________________________________(Name
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(Name of Registrant as Specified in Its Charter)
_____________________________________________________________________________(Name
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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|X| No fee required.
|_| Fee computed on table below per Exchange Act Rule 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:
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 14, 2002- ------
2003 ------------ To Our Stockholders:
Notice is hereby given that the 2002 Annual Meeting of Stockholders of
Compressco, Inc. ("Compressco" or the "Company") will be held at the office of Chaffe and Associates, 220 CampOmni Royal
Crescent Hotel, 535 Gravier Street, 5th Floor, New Orleans, Louisiana 70130, on May 14,
20022003 at 10:00 a.m. Louisiana time. The Annual Meeting is being held for the
following purposes:
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| 1. To elect six directors to the Compressco Board of Directors, to hold office until their successors are duly elected; 2. To ratify the selection of Ernst & Young LLP as the independent public accountants of Compressco for the fiscal year 2003; and 3. To transact such other business as may properly come before the Annual Meeting or any of its adjournments or postponements. |
Only stockholders of record of the Common Stock of the Company at the
close of business on March 25, 200228, 2003 are entitled to notice of, and to vote at,
the Annual Meeting and any of its adjournments or postponements.
All stockholders are cordially invited to attend the Annual Meeting in person. However, to ensure your representation at the Annual Meeting, you are urged to mark, sign and return the enclosed Proxy as promptly as possible in the postage prepaid envelope enclosed for that purpose. Any stockholder of record attending the Annual Meeting may vote in person, even though he or she has returned a Proxy.
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By Order of the Board of Directors /s/ Jerry W. Jarrell ------------------------------- Jerry W. Jarrell Secretary Oklahoma City, Oklahoma April 7, 2003 In order to ensure your representation at the meeting, please complete, date, sign and return the accompanying proxy in the enclosed envelope as promptly as possible. If you are a stockholder of record and do attend the meeting, you may, if you prefer, revoke your proxy and vote your shares in person.
1313 25th Street
Oklahoma City, Oklahoma 73129- ------
------------ PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 14, 2002
2003
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors (the "Board") of Compressco, Inc., a
Delaware corporation ("Compressco" or the "Company"), for use at the 20012002 Annual
Meeting of Stockholders (the "Annual Meeting") to be held at the offices of Chaffe and Associates, 220 CampOmni Royal
Crescent Hotel, 535 Gravier Street, 5th Floor, New Orleans, Louisiana 70130, on May 14,
20022003 at 10:00 a.m. Louisiana time, and at any of its adjournments or
postponements, for the purposes set forth herein and in the attached Notice of
Annual Meeting of Stockholders. Accompanying this Proxy Statement is the Board
of Directors' Proxy for the Annual Meeting, which you may use to indicate your
vote on the proposals described in this Proxy Statement.
At the Annual Meeting, the stockholders of the Company will vote upon
(i) the election of six directors to serve until the next annual meeting of
shareholders and until their successors have been elected and have qualified;
(ii) the ratification of the selection of Arthur AndersenErnst & Young LLP as the independent
public accountants of the Company for the fiscal year 2002;2003; and (iii) such other
business, if any, as may properly come before the Annual Meeting or any of its
adjournments or postponements.
All Proxies which are properly completed, signed and returned to the Company prior to the Annual Meeting, and which have not been revoked, will, unless otherwise directed by the stockholder, be voted in accordance with the recommendations of the Board of Directors set forth in this Proxy Statement. A stockholder may revoke his or her Proxy at any time before it is voted either by filing with the Secretary of the Company, at its principal executive offices, a written notice of revocation or a duly executed proxy bearing a later date, or, with respect to stockholders of record, by attending the Annual Meeting and expressing a desire to vote his or her shares in person.
The close of business on March 25, 200228, 2003 has been fixed as the record
date for the determination of stockholders entitled to notice of, and to vote
at, the Annual Meeting or any adjournments or postponements of the Annual
Meeting. At the record date, 153,235 shares of Common Stock, par value $1.00 per
share (the "Common Stock"), were outstanding. The Common Stock is the only
outstanding class of capital stock of the Company entitled to vote at the Annual
Meeting. A stockholder is entitled to cast one vote for each share held of
record on the record date on all matters to be considered at the Annual Meeting.
The presence at the Annual Meeting, in person or by proxy, of a majority of the
shares of the Common Stock issued and outstanding on March 25, 2002,28, 2003, will
constitute a quorum.
Abstentions and broker non-votes will be included in the number of shares present at the Annual Meeting for the purpose of determining the presence of a quorum. Abstentions will be counted toward the tabulation of votes cast on proposals submitted to stockholders and will have the same effect as negative votes, while broker non-votes will not be counted either as votes cast for or against such matters. The director nominees shall be elected by a plurality of the votes of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. The ratification of the selection of Arthur Andersen LLP as the Company's independent public accountants will require the affirmative vote of a majority of the shares present or represented and voting on this matter at the Annual Meeting (which shares voting affirmatively also constitute at least a majority of the required quorum).
A copy of the Company's 20012002 Annual Report to Stockholders and this
Proxy Statement and the accompanying Proxy will be mailed to stockholders on or
about April 5, 2002.
7, 2003.
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Q: Who is soliciting my proxy?
A: We, the Board of Directors of Compressco (the "Board"), are sending you
this Proxy Statement in connection with our solicitation of proxies for
use at Compressco's Annual Meeting of Stockholders. Certain directors,
officers, and employees of Compressco also may solicit proxies on our
behalf by mail, phone, fax, or in person.
Q: Who is paying for this solicitation?
A: Compressco will pay for the solicitation of proxies, including the cost
of preparing, assembling, and mailing this Proxy Statement, the proxy
card, the Annual Report and all other materials which may be sent to
stockholders in connection with this solicitation.
Q: On what am I voting?
A: You will have the chance to vote on, specifically:
o the election of six directors to Compressco's Board; and
o the ratification of the selection of Ernst & Young LLP as
Compressco's independent public accountants for fiscal year
2003.
Q: Who can vote?
A: Only holders of Compressco Common Stock at the close of business on
March 28, 2003, the record date for the Annual Meeting, can vote. If
you beneficially owned any Common Stock on the record date, you have
one vote per share of Common Stock. Under the Securities and Exchange
Commission's definition, "beneficial ownership" of shares means shares
over which a person has sole or shared voting or investment power.
Q: How do I vote?
A: You may vote your shares either in person or by proxy. To vote by
proxy, you should mark, date, sign, and mail the enclosed proxy card in
the postage prepaid-envelope. Granting a proxy will not affect your
right to vote your shares if you attend the Annual Meeting and want to
vote in person; by voting in person you will revoke your proxy. You may
also revoke your proxy at any time before the voting by providing
Compressco's Secretary written notice of your revocation or by
submitting a later-dated proxy. If you return your proxy but do not
mark your voting preference, Jerry W. Jarrell and Burt H. Keenan, the
proxy holders, will vote your shares as follows:
o FOR the election of each of the nominees for director; and
o FOR the ratification of the selection of the independent
public accountants.
Q: What constitutes a quorum?
A: On the record date, Compressco had 153,235 shares of Common Stock
issued and outstanding. In order for the Annual Meeting to be properly
held, a majority of the outstanding shares, consisting of our
outstanding Common Stock (a quorum) must be present at the meeting or
represented by proxy.
Q: What vote is required to approve each proposal?
A: For the election of directors, the affirmative vote of a plurality of
the votes cast by person or proxy at the Annual Meeting is required for
the election of directors. A properly executed proxy card marked
WITHHOLD AUTHORITY with respect to the election of one or more
directors will not be voted with respect to the director or directors
indicated, although it will be counted for purposes of determining
whether there is a quorum.
ELECTION OF DIRECTORS
At the Annual Meeting, you and the other stockholders will elect six individuals to serve as directors until the next annual meeting of stockholders and until their successors are duly elected and qualified, or until their death, resignation, or removal. Each of the nominees is currently a member of the Board.
The individuals named as proxies will vote the enclosed proxy for the election of all nominees, unless you direct them to withhold your votes. If any nominee becomes unable to serve as a director before the Annual Meeting or any of its postponements or adjournments, an event which is not presently anticipated, discretionary authority may be exercised by the persons named as proxies to vote for substitute nominees proposed by the Board. We recommend a vote FOR all nominees.
The Board of Directors unanimously recommends a vote "FOR" the election of the Nominees listed below.
Information with Respect to Nominee and Continuing Directors
The following table sets forth certain information with respect to the nominees for director, each of whom has consented to serve, if elected:
Name | Age | Director | Principal Occupation |
Burt H. Keenan (1)(2) | 62 | 1993 | Burt H. Keenan has served as our Chairman of the Board since inception in February 1993. He also served as President until October 1999. From August 1999 to September 2000, he was a non-executive Director of Independent Energy Holdings PLC, an independent marketer of electricity and natural gas in the U.K. From April 1991 to August 1999, Mr. Keenan served as Executive Chairman of Independent Energy. In September 2000, Independent Energy became the subject of a receivership proceeding under U.K. law. Since 1987, he has been associated with Chaffe & Associates, Inc., an investment banking firm located in New Orleans, Louisiana, where he specializes in capital formation for emerging and middle market companies. From 1969 to 1986, Mr. Keenan was the founder, Chairman and CEO of Offshore Logistics, Inc., a public oil and gas service company operating a fleet of marine service vessels and helicopters worldwide. Mr. Keenan was a member of the National Advisory Council on Oce ans and Atmosphere, a United States Presidential Commission, and of various industry associations. Mr. Keenan received Bachelors and Masters degrees in business administration from Tulane University. |
Brooks Mims Talton, III | 35 | 1999 | Brooks Mims Talton, III has served as our Chief Executive Officer and a Director since October 1999. He is also the founder and President of GJ Measurement, L.L.C., which we acquired in October 1999, operating since 1994 as a natural gas measurement, monitoring and control systems company. Customers range from small independents to major oil and gas companies. From 1991 to 1994, he was founder and Co-owner of Well Link Corporation. From 1989 to 1991 he operated as a sole proprietor, Mims Oil Tools specializing in automated plunger lift production systems. Prior to 1989, Mr. Talton worked for two oil and gas exploration and production companies performing prospect research and development. Mr. Talton holds a B.A. in Political Science with an emphasis on Energy/Public Policy from the University of Oklahoma. |
Jerry W. Jarrell (1)(2) | 60 | 1994 | Jerry W. Jarrell served as our Chief Financial Officer since inception in February 1993 through December 2000. Effective January 1, 2001, Mr. Jarrell resigned as Chief Financial Officer and was replaced by Gary McBride. Mr. Jarrell will continue to serve as a director of the Company. From May 1998 to September 2000, he was a non-executive Director of Independent Energy Holdings PLC. From April 1991 to May 1998, Mr. Jarrell was an Executive Director and Chief Financial Officer of Independent Energy. In September 2000, Independent Energy became the subject of a receivership proceeding under U.K. law. He served as Chief Financial Officer for the Woodson Companies, an oil field construction company, from 1977 to 1990. From 1971 to 1977, he was Secretary-Controller for Offshore Logistics. From 1966 to 1971, he was a Certified Public Accountant with Arthur Andersen and Company, and holds a B.S. degree in accounting from Louisiana Tech University. |
D. B. H. Chaffe III (2) | 68 | 1993 | D.B.H. Chaffe III has been President and CEO of Chaffe & Associates, Inc., an investment banking firm located in New Orleans, Louisiana, since 1982. From 1981 to 1985, Mr. Chaffe was President, CEO and Treasurer of Becker & Associates, Inc., a marine contracting firm, following a leveraged buy-out by Mr. Chaffe and two other individuals. From 1969 to 1981, he was Executive Vice President and Director and head of corporate finance at Howard, Weil, Labouisse, Friedrichs, Inc., Prior to 1969, Mr. Chaffe was a registered representative and principal of investment banking firms. He has served on advisory committees and has been a member of National Securities Associations and stock exchanges. Mr. Chaffe received a bachelor's degree in engineering from Tulane University. |
Jack Rettig (1) | 48 | 1999 | Jack Rettig was President of Moores Wireline, an oilfield service company, from 1993 to 1998 and currently is an independent consultant. During 1978 to 1993 he worked with various exploration and production companies including Exxon, Tee Operating, Pacific Enterprises and Walter International. He graduated from Louisiana State University in 1978 with a BS in mechanical engineering. |
J. Michael Drennen | 49 | 2000 | J. Michael Drennen is currently the Manager of Corporate Acquisitions Engineering with Devon Energy Corporation in Oklahoma City. He has been with Devon Energy, an oil and gas exploration and production company, since 1974. With Devon, he previously held the positions of Manager of Reservoir and Acquisitions Engineering, Manager of Production and District Engineer. Mr. Drennen is a registered petroleum engineer and graduated from the University of Oklahoma in 1974 with BS in petroleum engineering. |
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The Board of Directors held two meetingsone meeting during fiscal 2001.2002. No director
attended less than 75% of all the meetings of the Board of Directors and those
committees on which he served in fiscal 2001.
2002. Audit Committee
Our audit committee consists of Jerry W. Jarrell, Burt H. Keenan and D. B. H. Chaffe III. None of the members of the audit committee is an "independent director" as defined in Rule 4200(a)(15) of the National Association of Securities Dealers' listing standards. The audit committee makes recommendations to the board of directors regarding the selection of independent public accountants, reviews the results and scope of the audit and other services provided by our independent public accountants and evaluates our internal accounting procedures.
During fiscal 20012002 the audit committee held one meeting. The Company's
Board of Directors is in the process of adopting a written charter for the audit
committee.
Compensation Committee
Our compensation committee consists of Burt H. Keenan, Jack Rettig and Jerry W. Jarrell. The compensation committee reviews and approves compensation and benefits for our executive officers. The compensation committee also administers our compensation and stock plans and makes recommendations to the board of directors regarding such matters.
During fiscal 20012002 the compensation committee held one meeting.
Compensation of Directors
Other than reimbursing directors for customary and reasonable expenses incurred in attending board of directors and committee meetings, we do not currently compensate our directors.
The following report of the audit committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other of our filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate this report by reference therein.
Membership and Role of the Audit Committee
The audit committee consists of Jerry W. Jarrell, Burt H. Keenan and D. B. H. Chaffe III. The audit committee makes recommendations to the board of directors regarding the selection of independent public accountants, reviews the results and scope of the audit and other services provided by our independent public accountants and evaluates our internal accounting procedures.
Review of Compressco's Audited Financial Statements and Discussions with Management and Independent Accountants
In fulfilling its responsibilities, the audit committee has reviewed
and discussed the audited financial statements in the annual report with
management. The audit committee has received from the independent accountants
written disclosures and a letter concerning the independent accountants'
independence from Compressco, as required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). These
disclosures have been reviewed by the audit committee and discussed with the
independent accountants. In addition, the audit committee has discussed with the
independent accountants the matters required by Statement on Auditing Standards
No. 61 (Codification of Statements on Auditing Standard, AU §ss. 380).
Based on these reviews and discussions, the audit committee recommended
to the Board of Directors, and the Board has approved, that the audited
financial statements be included in Compressco's Annual Report on Form 10-KSB
for the year ended December 31, 2001.2002. The audit committee and the Board also
have recommended, subject to shareholder approval, the selection of Compressco's
independent public accountants.
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BY THE AUDIT COMMITTEE
Jerry W. Jarrell
Burt H. Keenan
D. B. H. Chaffe III
Summary Compensation Table
The following table sets forth all compensation awarded to, earned by
or paid to the named executive officers for the years ended December 31, 20012002
and 2000.
SUMMARY COMPENSATION TABLE
| Annual Compensation |
| Long Term Compensation | ||||
Name and Principal Position | Salary |
| Bonus |
| Number of Securities Underlying | All Other | |
Year ended December 31, 2001 |
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Burt H. Keenan (1) | - |
| - |
| - |
| - |
Brooks Mims Talton (2) | $80,000 |
| $40,000 |
| - |
| $6,063 |
Gary McBride (3) | $93,000 |
| $20,000 |
| - |
| $6,041 |
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Year ended December 31, 2000 |
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Burt H. Keenan (1) | - |
| - |
| 1,500 |
| - |
Brooks Mims Talton(2) | $80,000 |
| $25,000 |
| - |
| $5,098 |
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Option Grants in Last Fiscal Year
No options were granted to the named executive officers during the year
ended December 31, 2001.
2002. Stock Options Held at Fiscal Year End
The following table sets forth information concerning the value
realized upon exercise of options during 20002002 and the number and value of
unexercised options held by the named executive officers at December 31, 2001.2002.
The value of the unexercised in-the-money options is based on the fair market
value of our common stock as of December 31, 2001,2002, determined by the board of
directors in the manner discussed above to be $30.00$65.00 per share, minus the per
share exercise price, multiplied by the number of shares underlying the option.
AGGREGATED FISCAL YEAR-END OPTION VALUES
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| Number of Unexercised | Value of Unexercised | ||
| Shares Acquired | Value | Exercisable | Unexercised | Exercisable | Unexercisable |
Burt H. Keenan | - | - | - | 6,500 | - | $75,000 |
Brooks Mims Talton |
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Gary McBride | - | - | - | 3,000 | - | - |
The fair market value of our common stock was determined based on the results of the year ending December 31, 2002 and using industry wide multiplies of earnings per share and earnings before interest, taxes, depreciation and amortization expense and a 35% discount for the lack of marketability of the common stock at this time.
The following table sets forth, as of December 31, 2001,2002, the stock
ownership of all persons known to own beneficially five percent or more of the
Company's Common Stock and all directors and officers of the Company,
individually and as a group. Each person has sole voting and investment power
over the shares indicated, except as noted. Unless otherwise noted, the address
of each of the Company's officers and directors is 1313 25th Street, Oklahoma
City, Oklahoma 73129.
Name | Number of Shares of | Percent | |
5% Stockholders: |
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John E. Koerner (1) | 14,200 |
| 9.0% |
A. F. Lundy (2) | 11,273 |
| 7.2% |
Officers and Directors: |
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Burt H. Keenan (3) | 13,970 |
| 8.8% |
Brooks Mims Talton | 25,833 |
| 16.9% |
Kenneth Reagan | - |
| - |
Gary McBride | - |
| - |
Jerry W. Jarrell (4) | 2,965 |
| 1.9% |
D. B. H. Chaffe III | 4,320 |
| 2.8% |
Jack Rettig (5) | 8,172 |
| 5.3% |
J. Michael Drennen | - |
| - |
All officers and directors as a group |
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Number of Shares of
Common Stock
Name Beneficially Owned Percent
5% Stockholders:
John E. Koerner (1) 14,200 9.0%
A. F. Lundy (2) 11,273 7.2%
Officers and Directors:
Burt H. Keenan (3) 18,970 11.5%
Brooks Mims Talton 28,333 18.5%
Kenneth Reagan -- --
Gary McBride -- --
Jerry W. Jarrell (4) 6,965 4.4%
D. B. H. Chaffe III (5) 6,320 4.1%
Jack Rettig (6) 10,172 6.5%
J. Michael Drennen -- --
All officers and directors as a group
(8 persons) (7) 70,760 40.5%
(1) Includes 4,200 shares issuable upon exercise of stock warrants held by
Koerner Capital Corporation. Mr. Koerner's address is 601 Poydras Street,
Suite 16-B, New Orleans, Louisiana 70130.
(2) Includes 2,940 shares issuable upon exercise of stock warrants held by Mr.
Lundy. Mr. Lundy's address is 903 Park Avenue, Apartment 16-B, New York,
New York 10021.
(3) Includes 6,300 shares issuable upon exercise of stock warrants and 5,000
shares issuable upon exercise of stock options held by Mr. Keenan.
(4) Includes 840 shares issuable upon exercise of stock warrants and 4,000
shares issuable upon exercise of stock options held by Mr. Jarrell.
(5) Includes 2,000 shares issuable upon exercise of stock options held by Mr.
Chaffe.
(6) Includes 1,260 shares issuable upon exercise of stock warrants and 2,000
shares issuable upon exercise of stock options held by Mr. Rettig.
(7) Includes 8,400 shares issuable upon exercise of stock warrants and 13,000
shares issuable upon exercise of stock options held by the named executive
officers and directors.
PROPOSAL TO RATIFY THE SELECTION OF ARTHUR ANDERSENERNST & YOUNG LLP
AS COMPRESSCO'S INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE FISCAL YEAR 2002
2003
The Board has appointed Arthur AndersenErnst & Young LLP, certified public
accountants, as accountants to examine the financial statements of Compressco
for the fiscal year ending December 31, 2002,2003, and to perform other appropriate
accounting services and is requesting ratification of such appointment by the
stockholders. In the event that the stockholders do not ratify the appointment
of Arthur AndersenErnst & Young LLP, the adverse vote will be considered as a direction to the
Board to select other accountants for the next fiscal year. However, because of
the difficulty and expense of making any substitution of accountants after the
beginning of the current fiscal year, it is contemplated that the appointment
for the fiscal year ending December 31, 20022003 will be permitted to stand unless
the Board finds other reasons for making a change. It is understood that even if
the selection of Arthur AndersenErnst & Young LLP is ratified, the Board, in its discretion,
m aymay direct the appointment of a new independent accounting firm at any time
during the year if the Board feels that such a change would be in the best
interests of Compressco and its stockholders.
Representatives of Arthur AndersenErnst & Young LLP are expected to be present at the
Annual Meeting, will have an opportunity to make a statement if they desire to
do so and are expected to be available to respond to appropriate questions. The
proposal will be approved if it receives the affirmative vote of holders of a
majority of the shares of Common Stock present or represented and entitled to
vote at the Annual Meeting.
The Board of Directors unanimously recommends a vote "FOR" the
ratification of the selection of Arthur AndersenErnst & Young LLP as the Company's independent
public accountants for the fiscal year 2002.
2003. Information with respect to the Independent Public Accountants
Audit Fees
Arthur Andersen
Ernst & Young LLP's aggregate fees billed for professional services
rendered for the audit of our annual financial statements for the 20012002 fiscal
year and the review of the financial statements included in the our Forms 10-QSB
for the 20012002 fiscal year were $46,500.
$43,000. Financial Information Systems Design and Implementation Fees
Arthur Andersen
Ernst & Young LLP did not render any services with respect to our
financial information systems design and implementation for the fiscal year
2001.
2002. All Other Fees
Arthur Andersen
Ernst & Young LLP's fees for all other services rendered to us in 20012002
were $10,080$4,261 for tax return preparation and $6,500 for accounting services related to our considering offering additional subordinated promissory notes and stock warrants in December 2001.
consulting fees.
Consulting Agreement
The Company has an oral agreement with Jerry W. Jarrell, a director, to
provide consulting services to the Company. The agreement, which commenced on
January 1, 1995, and was renewed in 1997 and 1999, currently provides for $2,000
compensation per month and expires in December 2002.
2003. Stock Option Plan
The Company, by resolution of its Board of Directors and stockholders, adopted a 1993 Stock Option Plan (the "Plan") on February 16, 1993. The Plan enables each Company to offer an incentive based compensation system to employees, officers and directors and to employees of companies who do business with the Company.
In the discretion of a committee comprised of non-employee directors
(the "Committee"), directors, officers, and key employees of the Company and its
subsidiaries or employees of companies with which the Company does business
become participants in the Plan upon receiving grants in the form of stock
options or restricted stock. A total of 2,000,000 shares are authorized for
issuance under the Plan, of which 30,95032,050 shares are issuable under options
granted to officers, directors and key employees at December 31, 2001.2002. The
Company may increase the number of shares authorized for issuance under the Plan
or may make other material modifications to the Plan without shareholder
approval. However, no amendment may change the existing rights of any option
holder.
Any shares which are subject to an award but are not used because the terms and conditions of the award are not met, or any shares which are used by participants to pay all or part of the purchase price of any option may again be used for awards under the Plan. However, shares with respect to which a stock appreciation right has been exercised may not again be made subject to an award.
Stock options may be granted as non-qualified stock options or incentive stock options, but incentive stock options may not be granted at a price less than 110% of the fair market value of the stock as of the date of grant; non-qualified stock options may not be granted at a price less than 85% of fair market value of the stock as of the date of grant. Restricted stock may not be granted under the Plan in connection with incentive stock options.
Stock options may be exercised during a period of time fixed by the Committee except that no stock option may be exercised more than ten years after the date of grant or three years after death or disability, whichever is later. In the discretion of the Committee, payment of the purchase price for the shares of stock acquired through the exercise of a stock option may be made in cash, shares of the Company's Common Stock or by delivery of recourse promissory notes or a combination of notes, cash and shares of the Company's Common Stock or a combination thereof. Incentive stock options may only be issued to directors, officers and employees of the Company.
Stock options granted under the Plan may include the right to acquire an Accelerated Ownership Non-Qualified Stock Option ("AO"). If an option grant contains the AO feature and if a participant pays all or part of the purchase price of the option with shares of the Company's Common Stock, then upon exercise of the option the participant is granted an AO to purchase, at the fair market value as of the date of the AO grant, the number of shares of common stock of the Company equal to the sum of the number of whole shares used by the participant in payment of the purchase price and the number of whole shares, if any, withheld by the Company as payment for withholding taxes. An AO may be exercised between the date of grant and the date of expiration, which will be the same as the date of expiration of the option to which the AO is related.
Restricted stock requires the recipient to continue in service as an officer, director, employee or consultant for a fixed period of time for ownership of the shares to vest. If restricted shares or stock appreciation rights are issued in tandem with options, the restricted stock or stock appreciation right is canceled upon exercise of the option and the option will likewise terminate upon vesting of the restricted shares.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers and directors, and persons who beneficially own more than 10% of the Company's Common Stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the "SEC"). The SEC has designated specific due dates for such reports and the Company must identify in this Proxy Statement those persons who did not timely file such reports.
Based solely upon a review of Forms 3, 4 and 5, the amendments thereto, and
certain written representations furnished to the Company pursuant to Rule
16a-3(e) of the Exchange Act, the Company believes that its directors and
officers, and persons who beneficially own more than 10% of its Common Stock,
did not comply with all applicable filing requirements prior to the Company's
acquisition of Gas Jack, Inc. and accordingly were not in compliance with
Section 16(a) during the fiscal year ended December 31, 2001.
2002.
The Board of Directors does not know of any matters to be presented at the Annual Meeting other than those mentioned in this Proxy Statement. If any other matters are properly brought before the Annual Meeting, it is intended that the proxies will be voted in accordance with the best judgment of the person or persons voting such proxies.
STOCKHOLDER PROPOSALS
Any stockholder who intends to present a proposal at the next Annual
Meeting of Stockholders, for inclusion in the Company's Proxy Statement and
Proxy form relating to such Annual Meeting, must submit that proposal to the
Company at its principal executive offices by January 15, 2003.
2004. SOLICITATION OF PROXIES
It is expected that the solicitation of proxies will be primarily by mail. The cost of solicitation by management will be borne by the Company. The Company will reimburse brokerage firms and other persons representing beneficial owners of shares for their reasonable disbursements in forwarding solicitation material to those beneficial owners. Proxies may also be solicited by certain of the Company's directors and officers, without additional compensation, personally or by mail, telephone, telegram or otherwise for the purpose of soliciting such proxies.
ANNUAL REPORT ON FORM 10-KSB
The Company's annual report on form 10-KSB, which has been filed with
the Securities and Exchange Commission for the year ended December 31, 2001,2002,
will be made available to stockholders without charge upon written request to
the Company's Chief Financial Officer, 1313 25th Street, Oklahoma City, Oklahoma
73129, U.S.A.
OTHER BUSINESS
Management knows of no other business to be presented for action at the meeting. If other matters properly come before the meeting or any adjournment thereof, the persons named as proxies will vote upon them in accordance with their best judgment.
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On Behalf of the Board of Directors
Jerry W. Jarrell
Secretary
Oklahoma City, Oklahoma
April 7, 2003
COMPRESSCO, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS-MAYSTOCKHOLDERS--MAY 14, 2002
2003
Jerry W. Jarrell and Burt H. Keenan (the "Proxy Holders"), or either of
them, each with the power of substitution, hereby are authorized to represent
the undersigned, with all powers which the undersigned would possess if
personally present, to vote the shares of Compressco, Inc. Common Stock of the
undersigned at the Annual Meeting of Stockholders of Compressco, Inc., (the
"Company") to be held at the office of Chaffe and Associates, 220 CampOmni Royal Crescent Hotel, 535 Gravier Street, 5th Floor, New
Orleans, Louisiana 70130, on May 14, 20022003 at 10:00 a.m. Louisiana time, and at
any adjournments or postponements of that meeting upon and in respect of the
following matters and in accordance with the following instructions, with
discretionary authority as to any and all other business that may properly come
before the meeting.
You are encouraged to specify your choices by marking the appropriate boxes, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations.PLEASE MARK, SIGN AND DATE AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
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|X| please mark your votes as in this example. 1. To elect six directors to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. The nominees are Burt H. Keenan, Brooks Mims Talton, Jerry W. Jarrell, D. B. H. Chaffe III, Michael Drennen and Jack Rettig. FOR |_| AGAINST |_| ABSTAIN |_| INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike a line through or otherwise strike the nominee's name. 2. To approve the ratification of the selection of Ernst & Young LLP as the independent public accountants of the Company. FOR |_| AGAINST |_| ABSTAIN |_| |_| Mark here if you plan to attend the Annual Meeting. PROXY CARD
COMPRESSCO, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS-MAYSTOCKHOLDERS--MAY 14, 2002
2003
Jerry W. Jarrell and Burt H. Keenan (the "Proxy Holders"), or either of
them, each with the power of substitution, hereby are authorized to represent
the undersigned, with all powers which the undersigned would possess if
personally present, to vote the shares of Compressco, Inc. Common Stock of the
undersigned at the Annual Meeting of Stockholders of Compressco, Inc., (the
"Company") to be held at the office of Chaffe and Associates, 220 CampOmni Royal Crescent Hotel, 535 Gravier Street, 5th Floor, New
Orleans, Louisiana 70130, on May 14, 20022003 at 10:00 a.m. Louisiana time, and at
any adjournments or postponements of that meeting upon and in respect of the
following matters and in accordance with the following instructions, with
discretionary authority as to any and all other business that may properly come
before the meeting.
You are encouraged to specify your choices by marking the appropriate boxes, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations.PLEASE MARK, SIGN AND DATE AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
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|X| please mark your votes as in this example. 1. To elect six directors to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. The nominees are Burt H. Keenan, Brooks Mims Talton, Jerry W. Jarrell, D. B. H. Chaffe III, Michael Drennen and Jack Rettig. FOR |_| AGAINST |_| ABSTAIN |_| INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike a line through or otherwise strike the nominee's name. 2. To approve the ratification of the selection of Ernst & Young LLP as the independent public accountants of the Company. FOR |_| AGAINST |_| ABSTAIN |_| |_| Mark here if you plan to attend the Annual Meeting. PROXY CARD
COMPRESSCO, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS-MAYSTOCKHOLDERS--MAY 14, 2002
2003
Jerry W. Jarrell and Burt H. Keenan (the "Proxy Holders"), or either of
them, each with the power of substitution, hereby are authorized to represent
the undersigned, with all powers which the undersigned would possess if
personally present, to vote the shares of Compressco, Inc. Common Stock of the
undersigned at the Annual Meeting of Stockholders of Compressco, Inc., (the
"Company") to be held at the office of Chaffe and Associates, 220 CampOmni Royal Crescent Hotel, 535 Gravier Street, 5th Floor, New
Orleans, Louisiana 70130, on May 14, 20022003 at 10:00 a.m. Louisiana time, and at
any adjournments or postponements of that meeting upon and in respect of the
following matters and in accordance with the following instructions, with
discretionary authority as to any and all other business that may properly come
before the meeting.
You are encouraged to specify your choices by marking the appropriate boxes, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations.PLEASE MARK, SIGN AND DATE AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
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|X| please mark your votes as in this example.
1. To elect six directors to hold office until the next annual meeting of
stockholders and until their successors are duly elected and qualified.
The nominees are Burt H. Keenan, Brooks Mims Talton, Jerry W. Jarrell,
D. B. H. Chaffe III, Michael Drennen and Jack Rettig.
FOR |_| AGAINST |_| ABSTAIN |_|
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through or otherwise strike the nominee's name.
2. To approve the ratification of the selection of Ernst & Young LLP as
the independent public accountants of the Company.
FOR |_| AGAINST |_| ABSTAIN |_|
|_| Mark here if you plan to attend the Annual Meeting.
This Proxy Card will be voted as specified or, if no choice is specified, will
be voted FOR the election of the named nominees for director and FOR the
ratification of the selection of Arthur AndersenErnst & Young LLP as the independent public
accountants of the Company. The Board of Directors recommends a vote FOR
election of the nominee for director and FOR the ratification of the selection
of Arthur AndersenErnst & Young LLP as the independent public accountants of the Company.
As of the date hereof, the undersigned hereby acknowledges receipt of the Notice
of Annual Meeting of Stockholders to be held May 14, 2002,2003, the accompanying
Proxy Statement and the accompanying Annual Report of the Company for the year
ended December 31, 2001.
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2002. Signature:__________________________________ Date:____________________ Signature:__________________________________ Date:____________________ Note: Sign exactly as your name appears hereon. If stock is registered in the names of two or more persons, each should sign. Executors, administrators, trustees, guardians and attorneys-in-fact should add their titles. Corporations should give full corporate name and have a duly authorized officer sign, stating title. Partnerships should sign in partnership name by authorized person.ote: Sign exactly as your name appears hereon Change of Address: If your address has changed, provide us with your new address: In their discretion, the Proxy Holders are authorized to vote upon such other matters as may properly come before the Annual Meeting of Stockholders and at any adjournments or postponements thereof. The Board of Directors at present knows of no other business to be presented by or on behalf of the Company or the Board of Directors at the Annual Meeting of Stockholders.
This Proxy Card will be voted as specified or, if no choice is specified, will
be voted FOR the election of the named nominees for director and FOR the
ratification of the selection of Arthur AndersenErnst & Young LLP as the independent public
accountants of the Company. The Board of Directors recommends a vote FOR
election of the nominee for director and FOR the ratification of the selection
of Arthur AndersenErnst & Young LLP as the independent public accountants of the Company.
As of the date hereof, the undersigned hereby acknowledges receipt of the Notice
of Annual Meeting of Stockholders to be held May 14, 2002,2003, the accompanying
Proxy Statement and the accompanying Annual Report of the Company for the year
ended December 31, 2001.
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2002. Signature:__________________________________ Date:____________________ Signature:__________________________________ Date:____________________ Note: Sign exactly as your name appears hereon. If stock is registered in the names of two or more persons, each should sign. Executors, administrators, trustees, guardians and attorneys-in-fact should add their titles. Corporations should give full corporate name and have a duly authorized officer sign, stating title. Partnerships should sign in partnership name by authorized person.ote: Sign exactly as your name appears hereon Change of Address: If your address has changed, provide us with your new address: In their discretion, the Proxy Holders are authorized to vote upon such other matters as may properly come before the Annual Meeting of Stockholders and at any adjournments or postponements thereof. The Board of Directors at present knows of no other business to be presented by or on behalf of the Company or the Board of Directors at the Annual Meeting of Stockholders.
This Proxy Card will be voted as specified or, if no choice is specified, will
be voted FOR the election of the named nominees for director and FOR the
ratification of the selection of Arthur AndersenErnst & Young LLP as the independent public
accountants of the Company. The Board of Directors recommends a vote FOR
election of the nominee for director and FOR the ratification of the selection
of Arthur AndersenErnst & Young LLP as the independent public accountants of the Company.
As of the date hereof, the undersigned hereby acknowledges receipt of the Notice
of Annual Meeting of Stockholders to be held May 14, 2002,2003, the accompanying
Proxy Statement and the accompanying Annual Report of the Company for the year
ended December 31, 2001.
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