-----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, K6p7ijTI9Jz3ntJInYJ8Xhf5XSKJPBG4Im15OPdK6c5MQaN4Hqz2mkFB5CF9jGN5 IQoUolHYkyq8JTtd7DLRlA== 0000950134-96-004741.txt : 19960910 0000950134-96-004741.hdr.sgml : 19960910 ACCESSION NUMBER: 0000950134-96-004741 CONFORMED SUBMISSION TYPE: DEF 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960909 FILED AS OF DATE: 19960909 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLAYTON WILLIAMS ENERGY INC /DE CENTRAL INDEX KEY: 0000880115 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752396863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-20838 FILM NUMBER: 96627461 BUSINESS ADDRESS: STREET 1: SIX DESTA DR STE 3000 CITY: MIDLAND STATE: TX ZIP: 79705 BUSINESS PHONE: 9156826324 MAIL ADDRESS: STREET 1: SIX DESTA DRIVE STREET 2: STE 3000 CITY: MIDLAND STATE: TX ZIP: 79705 DEF 14C 1 DEFINITIVE INFORMATION STATEMENT 1 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [x] Definitive Information Statement CLAYTON WILLIAMS ENERGY, INC. (Name of Registrant as Specified in its Charter) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g). [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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: --------------------------------------------------------------- 2 CLAYTON WILLIAMS ENERGY, INC. Six Desta Drive, Suite 3000 Midland, Texas 79705 INFORMATION STATEMENT WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY This Information Statement is being mailed to stockholders of Clayton Williams Energy, Inc. (the "Company") on or about September 9, 1996, in connection with the action taken with respect to the adoption of the Company's Second Restated Certificate of Incorporation, containing certain amendments to the Restated Certificate of Incorporation by written consent of the holders of more than a majority of shares of the Company's common stock, $.10 par value (the "Common Stock") entitled to vote on such matters. Stockholders of record at the close of business on August 14, 1996 are entitled to receive this Information Statement. At the close of business on such date, the Company had 7,486,139 shares of Common Stock outstanding, each share being entitled to one vote. The action taken required the approval of at least a majority of the shares outstanding and entitled to vote on such matters, and such approval was obtained by written consent of Clayton Williams Partnership, Ltd. and CWPLCO, Inc. (collectively, the "Affiliated Holders"), which own, in the aggregate, 3,772,009 shares of Common Stock, or 50.4% of the outstanding shares of Common Stock. See "Information Concerning Security Ownership." INFORMATION CONCERNING SECURITY OWNERSHIP Under regulations of the Securities and Exchange Commission, persons who have power to vote or dispose of shares of the Company, either alone or jointly with others, are deemed to be beneficial owners of such shares. The following table sets forth certain information regarding the beneficial ownership of Common Stock as of August 14, 1996, by (i) each person who is the beneficial owner of 5% or more of the outstanding Common Stock (based upon copies of all Schedule 13Gs and 13Ds provided to the Company), (ii) each Director of the Company, (iii) certain Executive Officers of the Company and (iv) all Officers and Directors of the Company as a group. Because the voting or dispositive power of certain shares listed in the following table is shared, the same securities in such cases are listed opposite more than one name in the table and the shared voting or dispositive power is described in the referenced footnote. The total number of shares of Common Stock of the Company listed below for directors and executive officers as a group eliminates such duplication. Unless otherwise noted, the persons 2 3 and entities named below have sole voting and investment power with respect to the shares listed opposite each of their names.
Amount and Nature of Percent Name Beneficial Ownership of Class ---- -------------------- -------- Clayton Williams Partnership, Ltd.(1) 3,772,009 50.4% CWPLCO, Inc.(1) 3,772,009 50.4% Clayton W. Williams, Jr.(1) 4,052,101(2) 54.0% Heartland Advisors, Inc. 1,139,388(3) 15.2% 790 North Milwaukee Street Milwaukee, WI 53202 Metropolitan Life Insurance Company 556,168 7.4% One Madison Avenue New York, NY 10010 State Street Research & Management Company 528,412(4) 7.1% One Financial Center, 30th Floor Boston, MA 02111-2690 FMR Corp 462,172 6.2% 82 Devonshire Street Boston, MA 02109 L. Paul Latham 9,406(5) * Mel G. Riggs 9,036(6) * Stanley S. Beard 11,579(7) * William P. Clements 9,874(7) * Robert L. Parker 12,118(7) * T. Mark Tisdale 5,130(8) * All Officers and Directors as a group (10 persons) 4,125,913(9) 54.8%
- ---------------------- * Less than 1% of the shares outstanding. (1) The mailing address of Clayton Williams Partnership, Ltd., CWPLCO, Inc. and Mr. Williams is Six Desta Drive, Suite 3000, Midland, Texas 79705. Clayton Williams Partnership, Ltd. and CWPLCO, Inc. are referred to collectively herein as the "Affiliated Holders." CWPLCO, Inc. is the sole general partner of Clayton Williams Partnership, Ltd. Mr. Williams shares voting and investment power with respect to the shares owned by the Affiliated Holders. 3 4 (2) Includes (a) an aggregate of 3,772,009 shares owned of record by the Affiliated Holders beneficially owned by Mr. Williams due to Mr. Williams' control of the Affiliated Holders, (b) 1,878 shares owned by Mr. Williams' spouse, (c) 588 shares owned by an estate administered by Mr. Williams' spouse, (d) 199,395 shares owned directly by Mr. Williams (including approximately 4,679 shares held in the Company's 401(k) Plan & Trust over which Mr. Williams exercises investment control), (e) 12,594 shares owned by three of Mr. Williams' children residing with him, (f) 49,434 shares in Trusts of which Mr. Williams is the Trustee and (g) the right to acquire beneficial ownership through presently exercisable options to purchase 16,203 shares of Common Stock granted under the 1993 Stock Compensation Plan at an option price of $2.375 per share. (3) Represents shares owned by clients of Heartland Advisors, Inc. (4) Represents shares owned by clients of State Street Research & Management Company. (5) Includes (a) 2,895 shares owned directly by Mr. Latham (including 212 shares held in the Company's 401(k) Plan & Trust over which Mr. Latham exercises investment control) and (b) the right to acquire beneficial ownership through presently exercisable options to purchase 6,511 shares of Common Stock granted under the 1993 Stock Compensation Plan at an option price of $2.375 per share. (6) Includes (a) 2,852 shares owned directly by Mr. Riggs (including 162 shares held in the Company's 401(k) Plan & Trust over which Mr. Riggs exercises investment control), (b) 1,382 shares over which Mr. Riggs exercises control under a Power of Attorney and (c) the right to acquire beneficial ownership through presently exercisable options to purchase 4,802 shares of Common Stock granted under the 1993 Stock Compensation Plan at an option price of $2.375 per share. (7) Includes, in the case of each of Messrs. Beard, Clements and Parker, the right to acquire beneficial ownership through presently exercisable options to purchase (i) 1,000 shares each of Common Stock granted under the Outside Directors Stock Option Plan at an option price of $15.75 per share, (ii) 1,000 shares each of Common Stock granted under the Outside Directors Stock Option Plan at an option price of $7.25 per share, (iii) 1,000 shares each of Common Stock granted under the Outside Directors Stock Option Plan at an option price of $5.50 per share and (iv) 1,000 shares each of Common Stock granted under the Outside Directors Stock Option Plan at an option price of $3.25 per share. (8) Includes (a) 3,030 shares owned directly by Mr. Tisdale (including 2,271 shares held in the Company's 401(k) Plan & Trust over which Mr. Tisdale exercises investment control) and (b) the right to acquire beneficial ownership through presently exercisable options to purchase 2,100 shares of Common Stock granted under the 1993 Stock Compensation Plan at an option price of $2.375 per share. (9) Includes all rights of directors and executive officers to acquire beneficial ownership through presently exercisable options to purchase shares of Common Stock granted under the Outside Directors Stock Option Plan and the 1993 Stock Compensation Plan. SECOND RESTATED CERTIFICATE OF INCORPORATION GENERAL The Company's Second Restated Certificate of Incorporation is a restatement of the Company's Restated Certificate of Incorporation, and all amendments thereto, including the amendments contained in the Second Restated Certificate which are described below. The Company's Second Restated Certificate of Incorporation was adopted and approved by written 4 5 consent of the holders of more than a majority of the outstanding shares of Common Stock entitled to vote on the Second Restated Certificate of Incorporation and the amendments contained therein. Such written consent is dated as of August 15, 1996, and was provided to the Company at its principal offices on August 15, 1996. The Company's Restated Certificate of Incorporation and Delaware General Corporation Law expressly provide for such action by written consent of the holders of at least the number of shares required to have approved such action at a meeting of the stockholders at which all of the shares entitled to vote thereon were present in person or by proxy. The Second Restated Certificate of Incorporation required approval of at least a majority of the shares entitled to vote thereon, and such approval was obtained by the written consent of Clayton Williams Partnership, Ltd. and CWPLCO, Inc., which own, in the aggregate, 3,772,009 shares of Common Stock, being 50.4% of the outstanding shares of Common Stock entitled to vote on such amendments. See "Information Concerning Security Ownership." Such action by written consent has the same force and effect as any action taken by the stockholders at a meeting thereof. Because this action has already been taken, you are not being asked to vote or submit a proxy in connection with this matter and are being provided with this Information Statement only to advise you that the Second Restated Certificate of Incorporation which has been adopted and approved by stockholder consent. Pursuant to federal securities laws, no corporate action will be taken pursuant to this stockholder consent, such as the execution of articles of amendment or the filing thereof, for at least 20 days after this Information Statement has been mailed to the stockholders of the Company. DESCRIPTION OF AMENDMENTS The amendments contained in the Second Restated Certificate of Incorporation which have been adopted and authorized by stockholder consent are as follows: (1) the increase of the number of authorized shares of Common Stock from 10,000,000 to 15,000,000; and (2) the authorization of 3,000,000 shares of serial preferred stock, $.10 par value per share (the "Preferred Stock"), allowing the Board of Directors to establish and issue one or more series of Preferred Stock with such terms and preferences as the Board may determine, without additional stockholder approval. Management of the Company proposed the increase in the number of authorized shares of Common Stock and the authorization of shares of the Preferred Stock so that authorized, but unissued, shares of capital stock of the Company will be available in the event the Board of Directors determines that it is in the Company's best interest to issue additional shares to raise additional capital for the Company or for other purposes. Given the number of shares of Common Stock already issued and those reserved for issuance under the Company's employee benefit plans, very few authorized, but unissued or unreserved, shares remained available for such purposes prior to the amendments. Prior to the amendments, the Company had no authorized preferred stock. The primary effect of the amendments will be to allow the Board of Directors to issue additional shares of Common Stock, and to issue shares of Preferred Stock with such terms and preferences as the Board may determine, without any additional stockholder action or any delay 5 6 which may have resulted from the necessity of amending the Second Restated Certificate of Incorporation at that time. This may allow the Board of Directors to react more quickly in the event circumstances warrant the issuance of any such shares for the purpose of raising capital, exchanging shares for assets or other business purposes. The availability of the Preferred Stock provides the Company with flexibility in attracting investors if the need arises. The Company has no present plans to issue any of the Preferred Stock. INTEREST OF PERSONS IN ACTION TAKEN None of the Officers and Directors of the Company, or their associates, have an interest in the adoptions of the Company's Second Restated Certificate of Incorporation described above. By order of the Board of Directors, Mel G. Riggs Secretary Dated: September 9, 1996 6 -----END PRIVACY-ENHANCED MESSAGE-----