SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
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 sec. 240.14a-11(c) or 240.14a-12
Adams
Resources & Energy, 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) (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 of 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:
ADAMS
RESOURCES & ENERGY, INC.
4400
POST OAK PARKWAY, SUITE 2700
Houston,
Texas 77027
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
May
18, 2005
To our
Stockholders:
Notice is
hereby given that the Annual Meeting of Stockholders of Adams Resources &
Energy, Inc. will be held at 4400 Post Oak Parkway, Suite 2700, Houston, Texas,
Wednesday, May 18, 2005 at 11:00 a.m., Houston time, for the following purposes:
1. To elect
a Board of nine Directors;
|
2.
|
To
transact such other business as may properly come before the meeting or
any adjournments thereof. |
The close
of business on March 31, 2005 has been fixed as the record date for the
determination of stockholders entitled to receive notice of and to vote at the
Annual Meeting or any adjournment(s) thereof.
By Order
of the Board of Directors
David B.
Hurst
Secretary
Houston,
Texas
April 1,
2005
IMPORTANT
YOU
ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. EVEN IF YOU PLAN TO BE
PRESENT, YOU ARE URGED TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY. THE
ENCLOSED RETURN ENVELOPE MAY BE USED FOR THAT PURPOSE. IF YOU ATTEND THE
MEETING, YOU CAN VOTE EITHER IN PERSON OR BY PROXY.
ADAMS
RESOURCES & ENERGY, INC.
4400
Post Oak Parkway, Suite 2700
Houston,
Texas 77027
PROXY
STATEMENT
ANNUAL
MEETING OF STOCKHOLDERS
To
Be Held May 18, 2005
This
Proxy Statement is furnished in connection with the solicitation by the Board of
Directors of Adams Resources & Energy, Inc. (the "Company") of proxies to be
used at the Annual Meeting of Stockholders to be held at 4400 Post Oak Parkway,
Suite 2700, Houston, Texas, on Wednesday, May 18, 2005, at 11:00 a.m., Houston
time, and any and all adjournments thereof, for the purposes set forth in the
foregoing notice of meeting. This Proxy Statement, together with the enclosed
proxy, is being mailed to stockholders on or about April 6, 2005.
The cost
of solicitation of the proxies will be paid by the Company. In addition to
solicitation by mail, proxies may be solicited personally or by telephone or
telegram by directors, officers and employees of the Company, and arrangements
may be made with brokerage houses or other custodians, nominees and fiduciaries
to send proxies and proxy material to their principals. Compensation and
expenses of any such firms, which are not expected to exceed $1,000, will be
borne by the Company.
The
enclosed proxy, even though executed and returned, may nevertheless be revoked
at any time before it is voted by the subsequent execution and submission of a
revised proxy, by written notice of revocation to the Secretary of the Company
or by voting in person at the meeting.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
At the
close of business on March 31, 2005, the record date of those entitled to
receive notice of and to vote at the meeting, the Company had outstanding
4,217,596 shares of Common Stock, $.10 par value ("Common Stock"). Holders of
such stock will be entitled to one vote for each share of Common Stock held by
them.
The
following table sets forth information regarding the number of shares of Common
Stock of the Company held of record on March 31, 2005, by beneficial owners of
more than five percent of the Common Stock, and by all officers and directors as
a group. Unless otherwise indicated, each person named below has sole voting and
investment power over all shares of Common Stock indicated as beneficially
owned.
|
Name
and Address
Of
Beneficial Owner |
Beneficial
Ownership |
Percent
Of
Class |
|
K.
S. Adams, Jr. |
2,099,987(1)
shares |
49.8% |
|
4400
Post Oak Parkway, Suite 2700 |
||
|
Houston,
TX 77027 |
||
|
FMR
Corp. |
421,800(2)
shares |
10.0% |
|
82
Devonshire St. |
||
|
Boston,
MA 02109 |
||
|
Officers
and Directors |
2,156,517
shares |
51.1% |
|
as
a group (9 persons) |
(1) Includes
1,644,275 shares owned by KSA Industries, Inc., 324,680 shares owned by Mr.
Adams directly, 7,973 shares owned by Mrs. Adams and 123,059 shares
held in trusts for Mr. Adams' grandchildren, of which Mr. Adams serves as the
trustee.
(2)
Based on
information contained in a Schedule 13G filed February 1, 1999 as amended.
Beneficial owners associated with FMR Corp. include Fidelity Management &
Research Company, Fidelity Low-Priced Stock Fund, Edward C. Johnson 3d and
Abigail P. Johnson.
ELECTION
OF DIRECTORS
The
Company maintains a standing nominating committee for the purpose of identifying
and recommending to the Board candidates for election to the Board of
Directors. The committee operates pursuant to its charter and is comprised
of the independent members of the Company's Board. Nine directors
(constituting the entire Board of Directors) are to be elected at the Annual
Meeting of Stockholders, each to hold office until the next Annual Meeting of
Stockholders or until his or her successor is elected and qualified. All of the
nominees for director named below are now serving as a director of the Company.
It is the intention of the persons named in the enclosed form of proxy to vote
such proxy for the election of the nominees listed below unless authorization to
do so is withheld. The affirmative vote of the holders of a majority of the
Common Stock represented in person or by proxy at the meeting is required for
the election of directors. Stockholders may not cumulate their vote in the
election of directors. If prior to the meeting, any of the nominees for Director
become unable to serve, the persons named in the accompanying proxy will vote
for another nominee or nominees in accordance with their best unanimous judgment
on such matters. It is the policy of the Company that all directors and nominees
for director shall attend the Annual Meeting of Stockholders. All directors
except Mr. Stevens, who joined the Board in September 2004, attended the 2004
Annual Meeting.
The
following table sets forth the names, ages, and principal occupations of the
nominees for director, other directorships of public companies held by them,
length of continuous service as a director and number of shares of Common Stock
beneficially owned by each of them as of March 31, 2005. Except as otherwise
noted, each stockholder has sole voting and investment power with respect to the
shares beneficially owned.
|
Common
Stock | |||
|
Principal
Occupation |
Director |
Owned
as of | |
|
Nominee
and Age |
And
Directorship |
Since |
March
31, 2005 |
|
K.
S. Adams, Jr. (82) |
Chairman
of the Board |
1973 |
2,099,987(1) |
|
and
Chief Executive |
|||
|
Officer
of the Company |
|||
|
E.
C. Reinauer, Jr. (69) |
International
Project Manager |
1973 |
8,473 |
|
Edward
Wieck (81) |
Land
and Cattle |
1976 |
13,688 |
|
E.
Jack Webster, Jr. (84) |
Chairman
and CEO of Petrol Properties, Inc.; |
1985 |
15,169 |
| Director United Missouri Bancshares, Inc. | |||
|
Richard
B. Abshire (52) |
Vice
President and Chief Financial Officer of the Company |
1986 |
13,200 |
|
Vincent
H. Buckley (82) |
Executive
Vice President and |
2002 |
1,000 |
|
General
Counsel of the Company |
|||
|
Frank
T. Webster (56) |
President
and Chief Operating Officer of the Company |
2004 |
5,000 |
|
William
B. Wiener III (53) |
President
of WBW Enterprises |
2004 |
- |
|
R.
H. Stevens (64) |
Managing
Partner of Stevens |
2004 |
- |
|
&
Company, LLP |
____________________
| (1) |
Includes
1,644,275 shares owned by KSA Industries, Inc., 324,680 shares owned by
Mr. Adams directly, 7,973 shares owned by Mrs. Adams and 123,059 shares
held in trusts for Mr. Adams’ grandchildren, of which Mr. Adams serves as
the trustee. |
All of
the nominees for director, with the exception of Mr. Adams, own less than one
percent of the class of shares outstanding. There are no family relationships
among the executive officers or directors of the Company. The independent
directors include Messrs. Reinauer, Wieck, E. Jack Webster, Wiener and Stevens.
All of
the nominees for director have been engaged in the principal occupations
indicated above for the last five years except Mr. Buckley, Mr. Frank T. Webster
and Mr. Wiener. Prior to joining the Company in 2002, Mr. Buckley served Of
Counsel for Locke Liddell & Sapp LLP. Mr. Frank T. Webster joined the
Company as its President in May 2004. For the two previous years, he was
President and Chief Executive Officer of Duke Capital Partners, LLC, a
subsidiary of Duke Energy. Prior to joining Duke Capital, Mr. Webster was a
partner and managing director of Andersen, LLP. Mr. Frank T. Webster
was elected to the Board of Directors in 2004 and is included in this Notice of
Annual Meeting and Proxy Statement for the first time.
Mr.
Wiener is President of WBW Enterprises, a private investment firm. From 2000
through 2003, Mr. Wiener was Senior Vice President and Chief Investment Officer
of Duke Energy North America and also Chief Investment Officer of Duke Capital
Partners, LLC. Mr. Wiener was first elected to the Company’s Board of Directors
in connection with the solicitation of proxies for the May 2004 Annual Meeting
of Stockholders. Mr. Wiener has been designated as the Company’s independent
financial expert under Item 401(h) of Regulation S-K.
Mr.
Stevens was elected to the Board of Directors in 2004 and is included in this
Notice of Annual Meeting and Proxy Statement for the first time. He is the
managing Partner of Stevens & Company, L.L.P., a financial and tax advisory
firm. Mr. Stevens has over 35 years experience in business, financial and tax
matters for various industries, including oil and gas, real estate and
agriculture. Previously, he was a partner with the Andersen, LLP public
accounting firm and has also served as chief financial officer and director of a
publicly traded oil and gas company. Mr. Stevens received his Bachelor of Arts
degree in accounting from Texas A&M University in 1962. Mr. Stevens attended
postgraduate school at the University of Texas and served as an officer in the
United States Air Force.
The Board
of Directors held four meetings in 2004 and each of the directors attended all
of the meetings except Mr. Stevens who joined the Board in September 2004. Only
those directors who are not employees of the Company or any of its
subsidiaries are entitled to receive a fee for their services as directors.
Such directors each received $18,500 for their services during 2004 except Mr.
Wiener, the Company’s designated financial expert, who received $22,500 and Mr.
Stevens who received $10,000 after becoming a member of the Board in September
2004.
Audit
and Other Services
Deloitte
& Touche LLP performed the audit of the Company’s consolidated financial
statements for the year ended 2004. The scope and all fees associated with audit
and other services performed by Deloitte and Touche are pre-approved by the
Audit Committee on an annual basis. The aggregate fees billed for 2004 and 2003
are set forth below:
|
2004 |
2003 |
||||||
|
Audit
Fees: |
|||||||
|
Audit
of Consolidated Financial Statements………… |
$ |
348,800 |
$ |
285,000 |
|||
|
Re-audit
of 2001 Financial Statements………………. |
- |
120,000 |
|||||
|
Subsidiary
Company audit…………………………… |
10,000 |
10,000 |
|||||
|
Audit
Related Fees - |
|||||||
|
Internal
control advisory………………………. |
2,560 |
73,000 |
|||||
|
SFAS
No. 149 advisory……………………….. |
- |
7,350 |
|||||
|
Total
Audit fees and Audit Related Services.. |
361,360 |
495,350 |
|||||
|
Tax
Fees………………………………………………….. |
- |
- |
|||||
|
All
Other Fees……………………………………………. |
- |
- |
|||||
|
Total |
$ |
361,360 |
$ |
495,350 |
|||
The Board
of Directors has a standing Audit Committee that met four times during the
last fiscal year. The Audit Committee has the responsibility to assist the Board
of Directors in fulfilling its fiduciary responsibilities as to accounting
policies and reporting practices of the Company and its subsidiaries and the
sufficiency of the audits of all Company activities. This committee is the
Board's agent in ensuring the integrity of financial reports of the Company and
its subsidiaries, and the adequacy of disclosures to shareholders. The Audit
Committee is the focal point for communication between other directors, the
independent auditors and management as their duties relate to financial
accounting, reporting and controls. The Audit Committee is also responsible for
reviewing the financial transactions of the Company involving any related
parties. The Audit Committee is comprised of the independent directors,
currently Messrs. Reinauer (Chairman), E. Jack Webster, Wieck, Wiener and
Stevens. The members of the Company’s Audit Committee are independent as defined
by the American Stock Exchange Listing Standards Section 121(A). In addition,
Mr. Wiener, as well as Mr. Stevens, are “financially sophisticated” as the term
is defined by the American Stock Exchange Listing Standards Section 121(B). The
Board of Directors has adopted a written charter for the Audit Committee. The
written charter was included as an appendix to the Company’s 2003 proxy
statement.
REPORT
OF THE AUDIT COMMITTEE
April 1,
2005
To the
Board of Directors:
We have
reviewed and discussed with management the Company’s audited consolidated
financial statements as of and for the year ended December 31,
2004.
We have
discussed with the independent auditors the matters discussed by Statement of
Auditing Standards No. 61, Communication
with Audit Committees, as
amended, by the Auditing Standards Board of the American Institute of Certified
Public Accountants.
We have
had discussions with the independent auditors about the items required by
Independence Standard No. 1, Independence
Discussions with Audit Committees, as
amended, by the Independence Standards Board. We have also discussed with the
auditors the auditors’ independence and have reviewed the written disclosures
and the formal letter from the independent auditors required by Independence
Standard No. 1.
Based on
the reviews and discussions referred to above, we recommend to the Board of
Directors that the financial statements referred to above be included in the
Company’s Annual Report on Form 10-K for the year ended December 31,
2004.
E. C.
Reinauer, Jr., Chairman
E. Jack
Webster, Jr.
Edward
Wieck
William
B.Wiener III
R. H.
Stevens, Jr.
EXECUTIVE
OFFICERS
The
following table provides information regarding the executive officers of the
Registrant. The officers of the Company serve at the discretion of the Board of
Directors of the Company.
|
Name |
Position |
|
K.
S. Adams, Jr. |
Chairman
and Chief Executive Officer |
|
F.
T. Webster |
President
and Chief Operating Officer |
|
Vincent
H. Buckley |
Executive
Vice President and General Counsel |
|
Richard
B. Abshire |
Vice
President and Chief Financial Officer |
K.
S. "Bud" Adams, Jr. was born in 1923 in Bartlesville,
Oklahoma and graduated from Culver Military Academy, Culver, Indiana in
1940. He attended Menlo College and the University of Kansas engineering
school until called to active Naval duty in 1944 serving as an aviation
engineering officer on a PAC-Fleet aircraft carrier service unit. In 1947,
Mr. Adams founded the Company's predecessor, Ada Oil Company, with its primary
interest involving oil and gas exploration and production. Mr. Adams'
personal holdings in oil and gas properties and real estate became the basis of
the Company when it made its initial public offering in 1974. In addition
to his involvement with Adams Resources & Energy, Inc., Mr. Adams' other
business interests include farming, ranching and automobile dealerships, and he
owns the National Football League franchise Tennessee Titans.
F.
T. “Chip” Webster was
elected President and Chief Operating Officer of Adams Resources & Energy,
Inc. in May 2004. A native of Houston, he was previously president and chief
executive officer of Duke Capital Partners, a business unit of Duke Energy.
Prior to joining Duke, he was a partner and managing director of Andersen’s
energy corporate finance group. He also spent 20 years in energy and corporate
banking with First City Bank-Houston where he was executive vice president.
Webster holds BBA and MBA degrees from Texas Christian University. He is a
member of the Independent Petroleum Association of America and currently serves
as president of the Houston Producers’ Forum.
Vincent
H. Buckley joined
Adams Resources & Energy, Inc. in August of 2002 as Executive Vice-President
and General Counsel. He was born in New Orleans, Louisiana in 1922. Split by war
years Mr. Buckley attended Rice University from 1941 to 1943, and then as V-12
Marine trainee, attended Southwestern Louisiana Institute at Lafayette,
Louisiana from July 1943 to February 1944; and then returned to Rice in 1946 to
graduate with BA degree in 1947. He attended the University of Texas Law School
and obtained a law degree (LLB) in 1950. He received his Mediation Certificate
from A. A. White Dispute Resolution Institute in November 1992. He worked for
the Dow Chemical Company from June 1950 to October 1982 in various legal and
management positions, including three years (1966 to 1969) in Hong Kong and the
Far East as director of Legal and General Affairs, then as Assistant General
Counsel and later as General Manager, Oil & Gas Division. He joined Apache
Corporation as Vice President in 1982, and was President and Chief Executive
Officer of Cockburn Oil Corporation from August 1984 through August 1988. He was
Of Counsel for Locke Liddell & Sapp LLP from January 1989 to August 2002.
Richard
B. Abshire was born
in Los Angeles, California in 1952. He received his B.B.A. degree (cum laude) in
Finance from the University of Texas in 1974 and received an M.B.A. degree from
the University of Texas in 1976. Following graduation until joining the Company
in 1985, Mr. Abshire was employed by Arthur Andersen & Company. Mr. Abshire
is a Certified Public Accountant in the State of Texas and in his capacity with
the Company he oversees all accounting, finance and administrative
functions.
EXECUTIVE
COMPENSATION
The
following table sets forth the total compensation of the Company's Chief
Executive Officer and each of the Company’s other executive officers during the
three fiscal years ending December 31, 2004, 2003 and 2002. There were no stock
options or shares of restricted stock granted by the registrant during the
periods presented.
|
Name
and |
Annual
Compensation |
||||||||||||
|
Principal
Position |
Year |
Salary |
Bonus |
Other
(1) |
|||||||||
|
K.
S. Adams, Jr. |
2004 |
$ |
155,703 |
$ |
75,000 |
$ |
13,015 |
||||||
|
Chairman
and Chief |
2003 |
$ |
150,406 |
$ |
- |
$ |
5,394 |
||||||
|
Executive
Officer |
2002 |
$ |
150,406 |
$ |
- |
$ |
4,978 |
||||||
|
|
|||||||||||||
|
F.
T. Webster(2) |
2004 |
$ |
210,000 |
$ |
100,000 |
$ |
- |
||||||
|
President
and |
|||||||||||||
|
Chief
Operating Officer |
|||||||||||||
|
Vincent
H. Buckley(3) |
2004 |
$ |
155,384 |
$ |
50,000 |
$ |
16,018 |
||||||
|
Executive
Vice President |
2003 |
$ |
150,000 |
$ |
- |
$ |
- |
||||||
|
and
General Counsel |
2002 |
$ |
49,231 |
$ |
- |
$ |
- |
||||||
|
Richard
B. Abshire |
2004 |
$ |
204,307 |
$ |
75,000 |
$ |
21,235 |
||||||
|
Vice
President and |
2003 |
$ |
200,000 |
$ |
- |
$ |
2,908 |
||||||
|
Chief
Financial Officer |
2002 |
$ |
200,000 |
$ |
- |
$ |
2,000 |
||||||
________________________
(1)
Includes
car allowance and employer matching contributions to the Company's 401(k)
savings plan.
(2) Mr.
Webster joined the Company in May 2004.
(3) Mr.
Buckley joined the Company in September 2002.
PERFORMANCE
GRAPH
The
performance graph shown below was prepared under the applicable rules of the
Securities and Exchange Commission based on data supplied by Standard &
Poor’s Compustat. The purpose of the graph is to show comparative total
shareholder returns for the Company versus other investment options for a
specified period of time. The graph was prepared based upon the following
assumptions:
|
1. |
$100.00
was invested on December 31, 1999 in the Company’s common stock, the
S&P 500 Index, and the S&P 500 Integrated Oil and Gas
Index. |
2. Dividends
are reinvested on the ex-dividend dates.
Note: The
stock price performance shown on the graph below is not necessarily indicative
of future price performance.
|
INDEXED
RETURNS | ||||||
|
Base |
Years
Ending | |||||
|
Period |
||||||
|
Company
/ Index |
Dec-99 |
Dec00 |
Dec01 |
Dec02 |
Dec03 |
Dec04 |
|
ADAMS
RESOURCES & ENERGY INC |
100 |
166.40 |
94.38 |
65.08 |
170.83 |
226.15 |
|
S&P
500 INDEX |
100 |
90.90 |
80.09 |
62.39 |
80.29 |
89.03 |
|
S&P
500 INTEGRATED OIL & GAS |
100 |
110.44 |
104.10 |
91.39 |
115.80 |
149.19 |
COMPENSATION
PHILOSOPHY
The Board
of Directors and management believe it is in the best interest of the Company's
shareholders, employees, suppliers and customers to balance the need to reinvest
available cash flow to build the Company's equity base with the need to attract
and retain key employees. The Company has no securities authorized for issuance
under equity compensation plans. The Board of Director’s has established and
maintains a Compensation Committee comprised of all of the independent
directors. The Compensation Committee reviews and approves the compensation of
all executive officers of the Company.
TRANSACTIONS
WITH RELATED PARTIES
Mr. K. S.
Adams, Jr., Chairman and Chief Executive Officer, and certain of his family
partnerships and affiliates have participated as working interest owners with
the Company’s subsidiary, Adams Resources Exploration Corporation. Mr. Adams and
such affiliates participate on terms no better than those afforded the
non-affiliated working interest owners. In recent years, such related party
transactions tend to result after the Company has first identified oil and gas
prospects of interest. Due to capital budgeting constraints, typically the
available dollar commitment to participate in such transactions is greater than
the amount management is comfortable putting at risk. In such event, the Company
first determines the percentage of the transaction it wants to obtain, which
allows a related party to participate in the investment to the extent there is
excess available. Such related party transactions are individually reviewed and
approved by a committee of independent directors on the Company’s Board of
Directors. As of December 31, 2004, the Company owed a combined net total of
$349,500 to these related parties. In connection with the operation of certain
oil and gas properties, the Company also charges such related parties for
administrative overhead primarily as prescribed by the Council of Petroleum
Accountants Society (“COPAS”) Bulletin 5. Such overhead recoveries totaled
$152,000 in 2004.
David B.
Hurst, Secretary of the Company, is a partner in the law firm of Chaffin &
Hurst. The Company has been represented by Chaffin & Hurst since 1974 and
plans to use the services of that firm in the future. Chaffin & Hurst
currently leases office space from the Company. Transactions with Chaffin &
Hurst are on the same terms as those prevailing at the time for comparable
transactions with unrelated entities.
The
Company also enters into certain transactions in the normal course of business
with other affiliated entities. These transactions with affiliated companies are
on the same terms as those prevailing at the time for comparable transactions
with unrelated entities.
RELATIONSHIP
WITH INDEPENDENT ACCOUNTANTS
The
present intention of the Audit Committee of the Board of Directors is to appoint
Deloitte & Touche LLP, independent registered public accountants, to audit
the financial statements of the Company for the year ending December 31, 2005.
Deloitte & Touche LLP was first appointed as the Company’s auditors in 2002.
A representative of Deloitte & Touche LLP will be present at the Annual
Meeting of Stockholders and will be given an opportunity to make a statement if
they so desire and will be available to respond to appropriate questions.
The
Company maintains a code of ethics for the principal executive officer, the
principal financial officer and all other executive officers. Refer to Exhibit
3(d) of the Annual Report on Form 10-K of the Company for the fiscal year ended
December 31, 2002. There were no waivers of the code during 2004.
Any
stockholder may communicate with the Board of Directors, any committee of the
Board, or any director, by sending written communications addressed to the Board
of Directors of Adams Resources & Energy, Inc., a Board committee or such
individual director or directors, c/o Investor Relations Manager, Adams
Resources & Energy, Inc., 4400 Post Oak Parkway, Suite 2700, Houston, Texas
77027. All communications will be forwarded to the Board, the Board committee or
such individual director or directors in accordance with the request of the
stockholder.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based
solely upon a review of Forms 3 and 4 and amendments thereto furnished to the
Company during its most recent fiscal year and Forms 5 and amendments thereto
furnished to the Company with respect to its most recent fiscal year, and
written representations from reporting persons that no Form 5 was required, the
Company believes that all required Form 3, 4 and 5 reports for transactions
occurring in 2004 were timely filed.
OTHER
MATTERS
The
Company knows of no matters to be presented for consideration at the meeting
other than those described above. If other matters are properly presented to the
meeting for action, it is intended that the persons named in the accompanying
proxy, and acting pursuant to authority granted thereunder, will vote in
accordance with their best unanimous judgment on such matters.
Any
proposal to be presented by any stockholder at the 2006 Annual Meeting of
Stockholders must be received by the Company prior to December 2,
2005.
By Order
of the Board of Directors
David B.
Hurst
Secretary
Houston,
Texas
April 1,
2005