SCHEDULE 14A
(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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ENSCO International Incorporated
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(Name of Registrant as Specified in Its Charter)
________________________________________________________________________________
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[LOGO]
ENSCO
CARL F. THORNE
Chairman and Chief Executive Officer
March 22, 2002
DEAR FELLOW STOCKHOLDER:
On behalf of our Board of Directors, I cordially invite you to attend the
2002 Annual Meeting of Stockholders of ENSCO International Incorporated (the
"Company"). The Annual Meeting will be held at 10:00 a.m. on Tuesday, May 14,
2002, at the Fairmont Hotel, 1717 N. Akard Street, Dallas, Texas. Your Board of
Directors and officers look forward to personally greeting those Stockholders
who are able to attend.
At the Annual Meeting, Stockholders will be asked to vote on the election
of two Class II Directors, as described in detail in the attached Proxy
Statement for the Annual Meeting. Your Board of Directors recommends that you
vote "For" the individuals nominated.
Your vote is important. Whether or not you are able to attend the Annual
Meeting, I hope that you will vote promptly. This will save your Company
additional expenses associated with soliciting proxies, as well as ensure that
your shares are represented. Most stockholders have a choice of voting over the
Internet, by telephone or by mailing the enclosed proxy card or voting
instructions. Voting over the Internet, by telephone or by proxy or voting
instructions will ensure your representation at the Annual Meeting if you do not
attend in person. Please review the instructions on the proxy card or voting
instructions regarding each of the voting options available to you. You may vote
in person at the Annual Meeting even if you have previously submitted your vote.
Yours respectfully,
/s/ Carl F. Thorne
Carl F. Thorne
ENSCO INTERNATIONAL INCORPORATED
2700 Fountain Place
1445 Ross Avenue
Dallas, Texas 75202-2792
(214) 922-1500
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 14, 2002
The Annual Meeting of Stockholders of ENSCO International Incorporated (the
"Company") will be held at the Fairmont Hotel, 1717 N. Akard Street, Dallas,
Texas, at 10:00 a.m., Dallas time, on Tuesday, May 14, 2002, to consider and
vote on:
1. The election of two Class II Directors, each for a three-year term; and
2. Such other business as may properly come before the Annual Meeting.
Stockholders of record at the close of business on March 22, 2002, are
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. A list of all stockholders entitled to vote at the Annual Meeting is on
file at the executive offices of the Company, 2700 Fountain Place, 1445 Ross
Avenue, Dallas, Texas 75202-2792.
By Order of the Board of Directors
/s/ Cary A. Moomjian, Jr.
Cary A. Moomjian, Jr.
Vice President, General Counsel and Secretary
March 22, 2002
YOUR VOTE IS IMPORTANT. FOR SPECIFIC INSTRUCTIONS ON VOTING, PLEASE REFER TO THE
ENCLOSED PROXY CARD OR VOTING INSTRUCTIONS.
ENSCO INTERNATIONAL INCORPORATED
PROXY STATEMENT
The following information is submitted concerning the matters to be acted
upon at the Annual Meeting of Stockholders (the "Annual Meeting") of ENSCO
International Incorporated (the "Company") to be held at the Fairmont Hotel,
1717 N. Akard Street, Dallas, Texas, on Tuesday, the 14th day of May, 2002, at
10:00 a.m., Dallas time, or any adjournment thereof, pursuant to the enclosed
Notice of Annual Meeting of Stockholders. This Proxy Statement and the enclosed
proxy card or voting instructions are first being sent on or about March 25,
2002 to holders of the Company's shares of capital stock entitled to vote at the
Annual Meeting (the "Stockholders").
VOTING AND PROXY
Proxies are solicited on behalf of the Board of Directors of the Company.
Most Stockholders have a choice of voting over the Internet, by using a
toll-free telephone number or by completing the enclosed proxy or voting
instructions card and mailing it in the envelope provided. Please refer to your
proxy card or voting instructions for voting options available to you. A proxy
vote authorization may be revoked by a Stockholder at any time prior to the
exercise thereof by filing with the Secretary of the Company a written
revocation or duly executed proxy card bearing a later date. A proxy shall also
be revoked if a Stockholder of record is present at the Annual Meeting and
elects to vote in person.
Unless contrary instructions are indicated, all shares represented by
validly executed proxy cards or voting instructions (including an Internet or
telephone vote) received pursuant to this solicitation (and which have not been
revoked before they are voted) will be voted:
1. FOR the election of the Class II nominees for Directors named herein;
and
2. In accordance with the recommendation of management as to any other
matters which may properly come before the Annual Meeting.
In the event a Stockholder specifies a different choice by means of the
enclosed proxy card or voting instructions, his/her shares will be voted in
accordance with the specification so made.
The cost of solicitation of proxies, if any, will be borne by the Company
and, upon request, the Company will reimburse brokers, dealers, banks and
trustees, or their nominees for reasonable expenses incurred by them in
forwarding proxy material to and solicitation of proxies from beneficial owners
of the Company's common stock, par value $.10 per share ("Common Stock"). In
addition to the use of mail, regular employees or agents of the Company may
solicit proxies by telephone or other means of communication.
VOTING SECURITIES OUTSTANDING
The Stockholders entitled to vote at the Annual Meeting are the holders of
record at the close of business on March 22, 2002 (the "Record Date") of
approximately 134,742,057 outstanding shares of Common Stock. Each outstanding
share of Common Stock is entitled to one vote on each matter to come before the
Annual Meeting. A list of all Stockholders entitled to vote is on file at the
executive offices of the Company, 2700 Fountain Place, 1445 Ross Avenue, Dallas,
Texas 75202-2792. Only Stockholders of record on the books of the Company on the
Record Date will be entitled to vote at the Annual Meeting.
For purposes of conducting the Annual Meeting, the holders of at least a
majority of the stock issued and outstanding and entitled to vote at the Annual
Meeting shall constitute a quorum. A holder of stock shall be treated as being
present at the Annual Meeting if the holder of such stock is (i) present in
person at the Annual Meeting or (ii) represented at the Annual Meeting by a
valid proxy, whether the instrument granting such proxy is marked as casting a
vote or abstaining, is left blank or does not empower such proxy to vote with
respect to some or all matters
1
to be voted upon at the Annual Meeting. If a quorum is not present or
represented at the Annual Meeting, the Chairman of the Board of Directors or the
Stockholders holding a majority of the Common Stock present at the Annual
Meeting have the power to adjourn the Annual Meeting from time to time, without
notice other than an announcement at the Annual Meeting. The proposal being
submitted to Stockholders for approval shall be approved upon establishment of a
quorum if the votes cast in favor of such proposal exceed the votes cast
opposing such proposal. The Company's Bylaws include provisions specifically
addressing the treatment of abstentions and non-votes by brokers. In determining
the number of votes cast, shares abstaining from voting on a matter and shares
that are indicated as not being voted on a matter by brokers due to lack of
discretionary authority will not be treated as votes cast.
OWNERSHIP OF VOTING SECURITIES
The following tables set forth certain information concerning the number of
shares of Common Stock owned beneficially as of February 28, 2002, by (i) each
person known to the Company to own more than five percent of the Common Stock
(the only class of voting securities outstanding); (ii) each director of the
Company, including employee directors; (iii) the Chief Executive Officer and the
four other most highly compensated executive officers of the Company; and (iv)
all directors and executive officers of the Company as a group.
Beneficial Owner Table
----------------------
Name of Beneficial Ownership/(1)/
------------------------------
Beneficial Owner Amount Percentage
---------------------- ------ ----------
FMR Corp. 19,477,500/(2)/ 14.5
82 Devonshire Street
Boston, MA 02109
American Century Investments, Inc. 9,166,617/(3)/ 6.8
P.O. Box 419385
Kansas City, MO 64141-6385
Directors and Executive Officers:
Carl F. Thorne
Chairman of the Board, Chief 1,911,922/(4)/ 1.4
Executive Officer and Director
C. Christopher Gaut 440,953/(5)/ --/(6)/
Senior Vice President, Chief
Financial Officer, Member-Office
of the President and Chief
Operating Officer
William S. Chadwick, Jr. 258,796/(7)/ --/(6)/
Senior Vice President,
Member-Office of the President and
Chief Operating Officer
Phillip J. Saile 218,008/(8)/ --/(6)/
Senior Vice President,
Member-Office of the President and
Chief Operating Officer
2
Name of Beneficial Ownership/(1)/
------------------------------
Beneficial Owner Amount Percentage
---------------------- ------ ----------
Richard A. Wilson 208,710/(9)/ --/(6)/
Executive Vice President and
Director
Morton H. Meyerson 160,665/(10)/ --/(6)/
Director
Thomas L. Kelly II 83,415/(11)/ --/(6)/
Director
Craig I. Fields 36,237/(12)/ --/(6)/
Director
Paul E. Rowsey, III 28,428/(13)/ --/(6)/
Director
David M. Carmichael 15,767/(14)/ --/(6)/
Director
Gerald W. Haddock 12,835/(15)/ --/(6)/
Director
All Directors and Executive Officers 4,079,443/(16)/ 3.0
as a Group (17 persons, including
those named above)
------------------------
(1) At February 28, 2002, there were 134,710,404 shares of Common Stock
outstanding. Unless otherwise indicated, each person or group has sole
voting and dispositive power with respect to all shares.
(2) Based upon information obtained from FMR Corp. as of February 28,
2002, FMR Corp. may be deemed to be the beneficial owner of 19,477,500
shares of Common Stock, of which it has sole voting power for
7,143,010 shares.
(3) Based upon information obtained from American Century Investment
Management, Inc. as of February 28, 2002, American Century Investment
Management, Inc. may be deemed to be the beneficial owner of 9,166,617
shares of Common Stock.
(4) Includes 350,000 shares immediately issuable upon exercise of options
and 7,673 shares held indirectly under the ENSCO Savings Plan and
Supplemental Executive Retirement Plan ("SERP").
(5) Includes 252,900 shares immediately issuable upon exercise of options
and 14,000 shares of restricted stock of which 8,000 vest at the rate
of 2,000 per annum and 6,000 vest at the rate of 2,000 per annum. Also
includes 3,513 shares held indirectly under the ENSCO Savings Plan and
SERP and 5,400 shares gifted under TUGMA to minor children for which
Mr. Gaut disclaims beneficial ownership.
(6) Ownership is less than one percent of the shares of Common Stock
outstanding.
(7) Includes 162,500 shares immediately issuable upon exercise of options
and 19,000 shares of restricted stock of which 8,000 vest at the rate
of 2,000 per annum, 6,000 vest at the rate of 2,000 per annum and
5,000 vest at the rate of 1,000 per annum. Also includes 12 shares
held indirectly under the ENSCO Saving Plan and SERP.
3
(8) Includes 131,250 shares immediately issuable upon exercise of options
and 19,000 shares of restricted stock of which 8,000 vest at the rate
of 2,000 per annum, 6,000 vest at the rate of 2,000 per annum and
5,000 vest at the rate of 1,000 per annum. Also includes 500 shares
owned by Mr. Saile's wife, in respect of which Mr. Saile disclaims
beneficial ownership, and 2,808 shares held indirectly under the ENSCO
Savings Plan and SERP.
(9) Includes 87,500 shares immediately issuable upon exercise of options
and 20,000 shares of restricted stock of which 12,000 vest at the rate
of 4,000 per annum and 8,000 of which vest at the rate of 2,000 per
annum.
(10) Includes 24,000 shares immediately issuable upon exercise of options.
(11) Includes 12,000 shares immediately issuable upon exercise of options.
(12) Includes 30,000 shares immediately issuable upon exercise of options.
Also includes 6,237 shares owned by Mr. Field's wife, in respect of
which Mr. Field disclaims beneficial ownership.
(13) Includes 27,000 shares immediately issuable upon exercise of options.
(14) Includes 15,000 shares immediately issuable upon exercise of options.
(15) Includes 12,000 shares immediately issuable upon exercise of options.
(16) Includes all shares owned individually by the Company's executive
officers and directors, including 5,400 shares gifted under TUGMA to
minor children of Mr. Gaut, 500 shares owned by Mr. Saile's wife,
6,237 shares owned by Mr. Field's wife, 1,449,394 shares issuable upon
exercise of options, 117,500 shares of restricted stock and 41,117
shares held indirectly under the ENSCO Savings Plan and SERP.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Amended and Restated Certificate of Incorporation provides
that the Board of Directors of the Company is divided or "classified", with
respect to the time for which they individually hold office, into three classes
("Classes I, II and III") consisting of, as nearly as possible, one third of the
entire Board. The Company's Bylaws specify that the Board of Directors shall be
comprised of not less than three nor more than fifteen directors. The Company's
Board of Directors currently is comprised of eight members and will be comprised
of seven members following the Annual Meeting if the two Class II Director
nominees are elected. Each director holds office for a term ending on the date
of the third annual meeting following the annual meeting at which such director
was elected. The current term for Class II Directors will expire at the 2002
Annual Meeting of Stockholders. The current term for Class I and Class III
Directors will expire at the 2003 and 2004 Annual Meetings of Stockholders,
respectively.
Two persons are nominated for election as Class II Directors at the Annual
Meeting. The Board of Directors urges you to vote FOR the election of the
individuals who have been nominated to serve as Class II Directors. It is
intended that each validly executed proxy or voting instructions solicited
hereby (including an Internet or telephone vote) will be voted FOR the election
of the listed nominees for Class II Directors, unless a contrary instruction has
been indicated on such proxy or voting instructions. If, at the time of the
Annual Meeting, any of the nominees should be unable or decline to serve, the
discretionary authority provided in the proxy will be used to vote for a
substitute or substitutes as may be designated by the Board of Directors. The
Board of Directors has no reason to believe that any substitute nominee or
nominees will be required.
4
Nominees
--------
Class II Directors
------------------
Morton H. Meyerson; age 63; Chairman and Chief Executive Officer, 2M Companies,
Inc.
Morton H. Meyerson is a nominee for reelection to the Board of Directors as
a Class II Director.
Mr. Meyerson has been a director of the Company since September 1987. Mr.
Meyerson currently serves as Chairman and Chief Executive Officer of 2M
Companies, Inc. He served as Chairman of the Board of Perot Systems from
September 1996 until November 1997. In addition, from June 1992 until September
1996 and from July 1997 until January 1998, Mr. Meyerson served as Chief
Executive Officer of Perot Systems. Mr. Meyerson serves as a board member of the
National Parks Foundation and is a director of Teletech Holdings, Inc. Mr.
Meyerson holds Bachelor of Arts degrees in Economics and Philosophy from The
University of Texas. Mr. Meyerson is Chairman of the Nominating and Compensation
Committee. He lives in Dallas, Texas.
Joel V. Staff; age 57; Chairman of the Board, National Oilwell, Inc.
Joel V. Staff is a nominee for election to the Board of Directors as a
Class II Director.
Mr. Staff was associated with Baker Hughes, Inc., a supplier of
reservoir-centered products, services and systems to the oil and gas industry,
between 1976 and June of 1993 and served in various financial and general
management positions including Senior Vice President and President of the
drilling and production groups. From July 1993 to May 2001, Mr. Staff served as
Chairman, President and Chief Executive Officer of National Oilwell, Inc. Mr.
Staff currently serves as Chairman of the Board of National Oilwell, Inc., and
is a director of T-3 Energy Services, Inc. He holds a Bachelor of Arts degree
from The University of Texas in Austin and a Master of Business Administration
degree from Texas A&M University. He lives in Houston, Texas.
National Oilwell, Inc. is a manufacturer and seller of oilfield equipment
and related spare and replacement parts that engages in transactions with the
Company. During 2001, the Company paid approximately $23.3 million for purchases
of equipment, spare and replacement parts from National Oilwell, Inc. and its
affiliates. T-3 Energy Services, Inc. is involved in the manufacture,
distribution and repair of oilfield machinery and equipment as well as equipment
maintenance and repair services. During 2001, the Company paid approximately $1
million for materials and services provided by T-3 Energy Services, Inc. and its
affiliates. All purchases from these companies were on terms competitive with
other third party vendors. The Company plans to continue these business
relationships.
The Board of Directors recommends that Stockholders vote "FOR" the
election of each of the nominees for Class II Directors named above.
Current Directors
-----------------
Class I Directors
-----------------
Gerald W. Haddock; age 54; Private Investor
Mr. Haddock has been a director of the Company since December 1986. He
established Haddock Investments, L.L.C. and has served as a private consultant
and investor since June 1999. He served in various capacities with Crescent Real
Estate Equities Company, including Chief Executive Officer, Chief Operating
Officer and director and trust manager between May 1994 and June 1999. Mr.
Haddock holds a Bachelor of Business Administration degree from Baylor
University, a Juris Doctorate degree from Baylor University College of Law and a
Master of Taxation degree from New York University. Mr. Haddock is Chairman of
the Audit Committee. He lives in Fort Worth, Texas.
5
Paul E. Rowsey, III; age 47; President, Eiger, Inc.
Mr. Rowsey has been a director of the Company since January 2000. He
has served as President of Eiger, Inc., a private real estate management and
investment firm, since its formation in January 1999. Prior to forming Eiger,
Mr. Rowsey joined Rosewood Property Company in 1988 and became President of its
real estate group and a member of its Board in 1989. He currently serves as a
director of Crescent Real Estate Equities Company. He holds a Bachelor of Arts
degree in management science from Duke University and a Juris Doctorate degree
from Southern Methodist University. He lives in Dallas, Texas.
Carl F. Thorne; age 61; Chairman and Chief Executive Officer of the Company
Mr. Thorne has been a director of the Company since December 1986. He
was elected President and Chief Executive Officer of the Company in May 1987,
and served as President until January 2002. He was elected Chairman of the Board
of Directors in November 1987. Mr. Thorne holds a Bachelor of Science degree in
Petroleum Engineering from The University of Texas and a Juris Doctorate degree
from Baylor University College of Law. He lives in Dallas, Texas.
Class III Directors
-------------------
David M. Carmichael; age 63; Private Investor
David M. Carmichael has been a director of the Company since May of
2001. He has been a private investor since June 1996. He served in various
senior management positions with Reading & Bates Corporation between 1965 and
1976, and then became Chairman and Chief Executive officer of WellTech, Inc.
until 1984, when he formed CARCON Corporation. Following CARCON's merger into
American Oil & Gas Corporation in 1986, he served as Chairman, Chief Executive
Officer and President until its merger with KN Energy, Inc. in 1994, when he
became Vice Chairman and Chairman of the Management Committee until June 1996.
Mr. Carmichael is a director of Tom Brown, Inc. Mr. Carmichael holds a Plan II
Honors degree from the School of Arts and Sciences at The University of Texas in
Austin, and a Juris Doctorate degree from The University of Texas School of Law.
He lives in Houston, Texas.
Thomas L. Kelly II; age 43; General Partner of CHB Capital Partners
Mr. Kelly has been a director of the Company since September 1987. He
has been a General Partner of CHB Capital Partners since July 1994. Between 1984
and 1994, he served as a principal with private equity investment companies. Mr.
Kelly holds a Bachelor of Arts degree in Economics and a Bachelor of Science
degree in Administrative Science from Yale University and a Master of Business
Administration degree from Harvard University. He lives in Denver, Colorado.
Class II Directors
------------------
Craig I. Fields; age 55; Chairman, Defense Science Board
Dr. Fields has been a director of the Company since March 1992. He has
served as Chairman of the Defense Science Board since 1995. He served as Vice
Chairman of Alliance Gaming Corporation from September 1994 to June 1997. From
1990 through August 1994, Dr. Fields was Chairman and Chief Executive Officer of
Microelectronics and Computer Technology Corp. Between 1974 and 1990, Dr. Fields
served the Defense Advanced Research Projects Agency, a research division of the
office of the Secretary of Defense, as Director. Dr. Fields holds a Bachelor of
Science degree in Physics from the Massachusetts Institute of Technology and a
Ph.D. from Rockefeller University. Dr. Fields will retire as a member of the
Company's Board of Directors upon the May 14, 2002 expiration of his term. He
lives in Washington, D.C.
6
Morton H. Meyerson
Mr. Meyerson is a nominee for reelection to the Board of Directors as a
Class II Director (see page 5).
Richard A. Wilson; age 64; Executive Vice President of the Company
Mr. Wilson has been a director of the Company since June 1990. Mr.
Wilson joined the Company in July 1988 and was elected President of ENSCO
Drilling Company, a wholly-owned subsidiary of the Company, in August 1988. Mr.
Wilson was elected Senior Vice President - Operations of the Company in October
1989 and Chief Operating Officer in June 1991 and served in those capacities
until he assumed his present position in January 2002. Mr. Wilson holds a
Bachelor of Science degree in Petroleum Engineering from the University of
Wyoming. Mr. Wilson will retire as a member of the Company's Board of Directors
upon the May 14, 2002 expiration of his term. He lives in Dallas, Texas.
MEETINGS AND COMMITTEES OF THE BOARD
Board of Directors
The Board of Directors met four times during the year ended December
31, 2001. The Board of Directors has two standing committees: the Audit
Committee and the Nominating and Compensation Committee. During 2001, each
incumbent director attended 100% of the meetings held by the Board and the
committees of which he was a member.
Audit Committee
The Company's Audit Committee recommends a firm of independent
accountants to examine the consolidated financial statements of the Company,
reviews the general scope of services to be rendered by the independent
accountants, reviews the financial condition and results of operations of the
Company and makes inquiries as to the adequacy of the Company's financial and
accounting controls. The Committee currently consists of Chairman Gerald W.
Haddock, Thomas L. Kelly II and Paul E. Rowsey, III.
REPORT OF THE AUDIT COMMITTEE
-----------------------------
The Audit Committee of the Board of Directors is comprised of three
independent directors who satisfy the requirements of independence as
established in the New York Stock Exchange listing standards. The Audit
Committee is governed by a charter approved by the Board of Directors.
Management is responsible for the Company's internal controls,
financial reporting process and compliance with laws and regulations and ethical
business standards. The independent auditors are responsible for performing an
independent audit of the Company's consolidated financial statements in
accordance with generally accepted auditing standards and to issue a report
thereon. The Audit Committee's responsibility is to monitor and oversee these
processes.
In this context, the Audit Committee has met and held discussions with
management and the independent auditors. Management represented to the Audit
Committee that the Company's consolidated financial statements were prepared in
accordance with generally accepted accounting principles in the United States,
and the Audit Committee has reviewed and discussed the consolidated financial
statements with management and the independent auditors. The Audit Committee
discussed with the independent auditors matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Audit Committees).
The Company's independent auditors also provided to the Audit Committee
the written disclosures and the letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and the Audit
Committee discussed with the independent auditors that firm's independence.
7
The Audit Committee has implemented procedures to ensure that during
the course of each fiscal year it devotes the attention that it deems necessary
or appropriate to each of the matters assigned to it under the Audit Committee's
charter. To carry out its responsibilities, the Audit Committee met five times
during fiscal year 2001.
Based upon the Audit Committee's review and discussions referred to
above, and reliance on the Company's management and the Company's independent
auditors, the Audit Committee recommended that the Board of Directors include
the Company's audited consolidated financial statements in the Company's Annual
Report on Form 10-K for the year ended December 31, 2001 filed with the
Securities and Exchange Commission.
Submitted by the Audit Committee
Gerald W. Haddock, Chairman
Thomas L. Kelly II
Paul E. Rowsey, III
February 25, 2002
Nominating and Compensation Committee
The principal functions of the Nominating and Compensation Committee
are to recommend officers of the Company, to select nominees for the Board of
Directors and committees of the Board and to review and approve employee
compensation matters, including matters regarding the Company's various benefit
plans. The Nominating and Compensation Committee met four times during 2001. The
Committee currently consists of Chairman Morton H. Meyerson, David M. Carmichael
and Thomas L. Kelly II.
The names of potential director candidates are drawn from a number of
sources, including recommendations from members of the Board, management and
Stockholders. Stockholders wishing to recommend Board nominees should submit
their recommendations in writing to the Secretary of the Company, with the
submitting Stockholder's name and address and pertinent information about the
proposed nominee similar to that set forth for the nominees named herein. A
Stockholder intending to nominate an individual as a director at an annual
meeting, rather than recommend the individual to the Company for consideration
as a nominee, must comply with the advance notice requirements set forth in the
Company's Bylaws.
Compensation of Non-Employee Directors
Each non-employee director receives annual compensation of $36,000,
paid quarterly, one-half in cash and one-half in shares of Common Stock.
Additionally, each non-employee director receives $1,000 in cash for each Board
of Directors and committee meeting attended. Any non-employee director that
serves the Company as Chairman of the Board of Directors, Chairman of the
Nominating and Compensation Committee or Chairman of the Audit Committee also
receives an additional $500 in cash for each meeting at which the director acts
as Chairman. Non-employee directors are also eligible to participate in the
Company's group medical and dental insurance plan on the same basis as full-time
Company employees. A non-employee director's contribution to group medical and
dental insurance premium costs is withheld from the quarterly payments of the
director's annual retainer. Directors who are also employees of the Company do
not receive any additional compensation for their services as directors.
The number of shares of Common Stock issued quarterly under the ENSCO
International Incorporated 1998 Incentive Plan as part of the annual
compensation of each non-employee director is determined by dividing into $4,500
the average of the high and low prices of the Common Stock on the New York Stock
Exchange on the first business day of each quarter. Thus, in 2001 Messrs.
Fields, Haddock, Kelly, Meyerson and Rowsey received 773 shares of Common Stock
at an average price of between $14.31 and $35.19 per share. Mr. Carmichael
received 577 shares of Common Stock at an average price of between $14.31 and
$35.54 per share from his election to the Board on May 15, 2001 through December
31, 2001. In 2001 Messrs. Orville D. Gaither and Dillard S. Hammett each
received 260 shares of Common Stock at an average price of between $34.14 and
$35.19 prior to their
8
retirement from the Board on May 15, 2001. Mr. Daniel W. Rabun received 262
shares of Common Stock at an average price of between $22.84 and $35.54 from the
date of his election to the Board on May 15, 2001 until his resignation from the
Board August 19, 2001.
In May 1996, the Stockholders approved the Company's 1996 Non-Employee
Directors' Stock Option Plan ("Directors' Plan") which was adopted by the Board
of Directors on February 21, 1996. Under the Directors' Plan, 600,000 shares of
Common Stock are reserved for issuance. Pursuant to the Directors' Plan,
non-employee directors are granted options to purchase shares of Common Stock as
follows: (a) each non-employee director elected after February 21, 1996 who has
not previously served as a director shall be granted an option, effective as of
the date such director is elected, to purchase 15,000 shares of Common Stock and
(b) each other non-employee director elected at, or continuing to serve
following, each annual Stockholders meeting, commencing with the 1996 Annual
Meeting, shall be granted an option to purchase 6,000 shares of Common Stock.
Each of Messrs. Fields, Haddock, Kelly, Meyerson and Rowsey was granted options
to purchase 6,000 shares of Common Stock on May 15, 2001 at an exercise price of
$35.535 per share and Messrs. Carmichael and Rabun each was granted options to
purchase 15,000 shares of Common Stock at such price on said date. The options
granted to Mr. Rabun were subsequently forfeited to the Company upon his
resignation from the Board August 19, 2001. On May 14, 2002, Messrs. Carmichael,
Haddock, Kelly, Meyerson and Rowsey shall each receive an option to purchase
6,000 shares and Mr. Staff shall receive an option to purchase 15,000 shares,
all at an exercise price per share equal to the average of the high and low
selling price of Common Stock on that date. Such awards for Messrs. Meyerson and
Staff are subject to their election at the Annual Meeting.
9
EXECUTIVE COMPENSATION
The following table sets forth a summary of all compensation, including
cash and other forms of remuneration, awarded through February 28, 2002, for
services rendered in all capacities to the Company during 2001, to the Chief
Executive Officer and the four other most highly compensated executive officers
of the Company. The table also includes a summary of all compensation, including
cash and other forms of remuneration, paid to these named individuals for the
years 2000 and 1999.
Summary Compensation Table
--------------------------
Long-Term
Annual Compensation Compensation Awards
------------------------------- -----------------------
Other All
Annual Restricted Securities Other
Compen- Stock Underlying Compen-
Name and Principal Salary Bonus sation Award Options sation
Position Year ($) ($)/(1)/ ($)/(2)/ ($)/(3)/ (#)/(4)/ ($)/(5)/
-------------------------- ---- ------- -------- -------- ---------- ---------- --------
Carl F. Thorne 2001 577,500 587,763 N/A N/A 200,000 77,489
Chief Executive Officer 2000 525,000 270,158 N/A N/A N/A 48,063
1999 500,000 13,315 N/A N/A 200,000 29,882
Richard A. Wilson 2001 332,675 242,915 N/A N/A 125,000 45,183
Executive Vice President 2000 306,075 117,702 N/A N/A N/A 29,244
1999 291,500 6,210 N/A N/A 150,000 19,859
C. Christopher Gaut 2001 277,200 228,278 N/A N/A 125,000 34,491
Senior Vice President, 2000 242,000 105,741 N/A N/A N/A 20,440
Chief Financial Officer, 1999 220,000 4,102 N/A N/A 150,000 11,195
Member - Office of the
President and Chief
Operating Officer
William S. Chadwick, Jr. 2001 230,425 177,056 N/A N/A 125,000 29,050
Senior Vice President, 2000 209,475 74,751 N/A N/A N/A 18,162
Member - Office of the 1999 199,500 3,188 N/A N/A 150,000 11,070
President and Chief
Operating Officer
Phillip J. Saile 2001 224,500 176,754 N/A N/A 100,000 29,997
Senior Vice President, 2000 199,500 63,096 N/A N/A N/A 16,063
Member - Office of the 1999 180,000 2,398 N/A N/A 125,000 9,718
President and Chief
Operating Officer
____________________
N/A - Not Applicable.
(1) The amounts disclosed in this column represent the bonus awarded in
respect of the corresponding year. Bonuses are awarded in the first
quarter based on the Company's performance in the previous year.
Bonuses are payable as follows: 50% of the amount awarded is paid in
the first quarter of the year in which the award was made, and the
remainder is payable in two equal installments during the first quarter
of the two subsequent years, provided the officer remains employed by
the Company at such date.
(2) The aggregate amount of perquisites and other personal benefits for any
named executive does not exceed $50,000 or 10% of the total annual
salary and bonus for any such named executive and is, therefore, not
reflected in the table.
(3) The amounts disclosed in this column, if any, represent the value of
restricted stock awards on the date of grant. The restricted stock
awards have vesting schedules of ten years and vest based on the
passage of time and the continued employment of the named executive.
The total number of shares of unvested restricted stock held as of
December 31, 2001, and the value of such shares, based on the closing
price of the Common Stock at December 30, 2001 of $24.85, is as
follows: Mr. Wilson, 20,000 shares ($497,000),
10
12,000 of which vest at the rate of 4,000 per annum and 8,000 of which
vest at the rate of 2,000 per annum; Mr. Gaut, 14,000 shares
($347,900), 8,000 of which vest at the rate of 2,000 per annum and
6,000 of which vest at the rate of 2,000 per annum; Mr. Chadwick,
19,000 shares ($472,150) of which 8000 vest at the rate of 2,000 per
annum, 6,000 of which vest at the rate of 2,000 per annum and 5,000 of
which vest at the rate of 1,000 per annum; Mr. Saile, 19,000 shares
($472,150) of which 8,000 vest at the rate of 2,000 per annum, 6,000 of
which vest at the rate of 2,000 per annum and 5,000 of which vest at
the rate of 1,000 per annum. Each of the named executive officers are
entitled to receive all dividends and other distributions paid with
respect to those shares of restricted stock held by such executive
officers.
(4) Amounts in this column represent options to acquire shares of Common
Stock. The Company does not have SARs.
(5) Amounts in this column for 2001 include premiums paid for group term
life insurance and contributions to various Company benefit plans,
which are as follows:
Company Contributions
----------------------------------------
Group ENSCO Profit
Term Life Savings Sharing
Insurance Plan Plan SERP Total
--------- ---- ---- ---- -----
Carl F. Thorne $7,524 $6,800 $12,096 $51,069 $77,489
Richard A. Wilson 4,879 6,800 12,096 21,408 45,183
C. Christopher Gaut 908 6,800 12,096 14,687 34,491
William S. Chadwick, Jr. 1,134 6,800 12,096 9,020 29,050
Phillip J. Saile 2,185 6,800 12,096 8,916 29,997
The following table sets forth information regarding individual grants
of stock options made to each of the named executive officers during the year
ended December 31, 2001:
Option Grants in Last Fiscal Year
---------------------------------
Individual Grants Potential Realizable Value at
------------------------------------------------------------------------------------------ Assumed Annual Rates of Stock
Number of Price Appreciation for Option
Securities % of Total Term
Underlying Options Granted Exercise or -----------------------
Options to Employees in Base Price ($ Expiration 5% -10%
Name Granted Fiscal Year per share) Date ($) ($)
------------------------ ------- ------------- ---------- ------------ ----------- ---------
Carl F. Thorne 200,000 9.4% 33.89 5/8/2006 1,872,636 4,138,037
Richard A. Wilson 125,000 5.9% 33.89 5/8/2006 1,170,398 2,586,273
C. Christopher Gaut 125,000 5.9% 33.89 5/8/2006 1,170,398 2,586,273
William S. Chadwick, Jr. 125,000 5.9% 33.89 5/8/2006 1,170,398 2,586,273
Phillip J. Saile 100,000 4.7% 33.89 5/8/2006 936,318 2,069,018
11
The following table sets forth information regarding aggregated option
exercises in 2001, the number of unexercised options segregated by those that
were exercisable and those that were unexercisable at December 31, 2001, and the
value of the in-the-money options segregated by those that were exercisable and
those that were unexercisable at December 31, 2001:
Aggregated Option Exercises in Last
Fiscal Year and Fiscal Year-End Option Values
---------------------------------------------
Number of Securities Underlying
Unexercised Options Value of Unexercised In-the-Money
Shares at December 31, 2001 Options at December 31, 2001($)
Acquired on Value -------------------- -------------------------------
Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
------------ ------------ ----------- ------------- ----------- -------------
Carl F. Thorne N/A N/A 300,000 300,000 1,686,250 1,610,000
Richard A. Wilson 37,500 1,284,188 50,000 200,000 19,063 1,207,500
Christopher Gaut 9,600 41,568 215,400 200,000 1,110,128 1,207,500
William S. Chadwick, Jr. 50,000 879,221 125,000 200,000 1,226,563 1,207,500
Phillip J. Saile 31,250 1,090,625 100,000 162,500 38,125 1,006,250
--------------------
N/A - Not Applicable.
REPORT OF THE NOMINATING AND
----------------------------
COMPENSATION COMMITTEE
----------------------
Compensation Philosophy and Objectives
--------------------------------------
The philosophy of the Company's compensation program is to employ,
attract, retain and reward executives capable of leading the Company in
achieving its business objectives. These objectives include the preservation of
a strong financial posture, improvement of the size and quality of the Company's
asset base, and positioning the Company's assets and business segments in
geographic and industry markets offering long-term growth in profitability
relative to the Company's competitors. The accomplishment of these objectives is
measured against conditions characterizing the industry in which the Company
operates.
Executive Officer Compensation
------------------------------
The Company's executive officer compensation program is comprised of
base salary, annual cash incentive compensation and long-term incentive
compensation in the form of stock options and restricted stock. Additionally,
executive officers may participate, on the same basis as other employees, in the
employer matching and profit sharing provisions of the Company's defined
contribution retirement plans which allow all employees to save for their
retirement on a tax deferred basis. For 2001, the maximum total Company matching
contribution available to officers and other employees was 5% of salary. Profit
sharing contributions are closely aligned with the Company's financial
performance, and amounted to approximately 7.1% of base salary for executive
officers and other employees for the year.
Base salary levels for the Company's executive officers are set
relative to the Company's competitors and reflect the Nominating and
Compensation Committee's assessment of the executive's contribution in relation
to the Company's financial and stock price performance and the achievement of
specified business objectives. Effective July 1, 2001, the Company increased the
base salaries of executive officers pursuant to a review of the compensation of
all employees worldwide.
12
Another element of compensation is the Company's Key Employees'
Incentive Compensation Plan (the "Incentive Compensation Plan"), under which key
employees may receive a cash bonus upon the achievement of predetermined
performance goals and a supplemental award as determined by the Committee. The
purpose of the Incentive Compensation Plan is to link the cash compensation of
executive officers and management directly to the Company's financial
performance and certain other goals and objectives related to enhancement of
stockholder value, and to provide a layer of variable cash compensation which
enables the Company to be strongly competitive in attracting and retaining
talented personnel during periods of high demand without creating an unduly high
fixed cost overhead structure which could be burdensome during periods of weak
demand. Among the performance measurement criteria utilized under the Incentive
Compensation Plan are stock price appreciation, return on capital employed,
operating margins, general and administrative expense levels relative to the
Company's competitors, and safety performance. The total amount of the awards
indicated by performance measurement formulae is limited as a function of net
income. Based upon improved financial results for the year, the Company paid
both formula derived and supplemental awards to executive officers in 2002
relative to 2001 performance. Bonuses earned under the Incentive Compensation
Plan vest over three years, generally contingent upon continued employment with
the Company.
An additional longstanding objective of the Committee has been to
reward executive officers with equity compensation, in keeping with the
Company's overall compensation philosophy of granting equity compensation to its
personnel in an effort to further instill stockholder perspective and values in
the actions of employees and executive officers. Both stock options and grants
of restricted stock historically have been used to reward and provide incentives
to executive officers and to retain them through the potential of share value
appreciation and equity accumulation. Such awards vest over a number of years
and are therefore long-term in nature. Stock option awards were made to
executive officers of the Company in 2001, all vesting over four years, having a
five year term, and exercisable at the market value of the stock as of the date
of award. There were no restricted stock grants to the Company's five highest
compensated executive officers during 2001. The Committee will continue to
review, on an annual basis, the equity participation awards outstanding to the
executive officers of the Company and will consider additional awards from time
to time, based upon the philosophy stated above, the financial performance of
the Company, and the Committee's assessment of each executive's ability to
influence the Company's long-term growth and profitability. Because the value of
stock options and restricted stock should, over time, bear a direct relationship
to the Company's stock price, the Committee believes the award of options and
grants represents an effective incentive to create value for the stockholders.
Chief Executive Officer Compensation
------------------------------------
The Chief Executive Officer's ("CEO") salary is reviewed once annually,
consistent with the Company's salary administration policy for all shore based
employees. Adjustments are considered by the Committee based upon the Company's
financial and stock price performance, its progress in achieving specified
business objectives, and with regard to the salaries paid to chief executive
officers of the Company's competitors. Effective July 1, 2001, the CEO's salary
was increased to $605,000 per year.
In accordance with the terms of the Incentive Compensation Plan, the
CEO was awarded an incentive bonus of $587,763 in 2002 relative to 2001
performance. This was comprised of an amount of $195,695, determined solely by
reference to the pre-established formula under the Incentive Compensation Plan,
and a supplemental amount of $292,068 based upon the Committee's assessment of
the CEO's contribution in connection with the Company's financial and stock
price performance, the achievement of performance objectives and in
consideration of the total compensation paid to chief executive officers of the
Company's competitors. The performance objectives established for the CEO under
the Incentive Compensation Plan include stock price appreciation, return on
capital employed, margins and general and administrative expense levels relative
to competitors, and the Company's safety record. All bonuses awarded vest over
three years.
In recognition of the Company's achievement and financial performance
during 2001, the CEO was awarded options to purchase 200,000 shares of the
Company's Common Stock. In addition, a special cash award of $100,000 was
granted to the Chief Executive Officer on May 14, 2001. The options granted to
the CEO vest over
13
four years, are valid for a five-year term, and are exercisable at the market
value of the Common Stock on the date of award.
Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to public companies for compensation over $1 million paid to each of
the Company's chief executive officer and the four other most highly compensated
officers, unless such compensation meets certain specific requirements. The
compensation programs for the Company are designed generally to preserve the tax
deductibility of compensation paid to its executive officers. The Committee
will, however, take into consideration the various other factors described in
this report, together with Section 162(m) considerations, in making executive
compensation decisions, and could, in certain circumstances, pay compensation
that is not fully tax deductible.
Submitted by the
Nominating and Compensation Committee
Morton H. Meyerson, Chairman
David M. Carmichael
Thomas L. Kelly II
February 21, 2002
14
PERFORMANCE GRAPH
The chart below presents a comparison of the five year cumulative total
return, assuming $100 invested on December 31, 1996 and the reinvestment of
dividends, if any, for the Common Stock, the Standard & Poor's 500 Stock Price
Index and the Dow Jones Oil Drilling, Equipment and Services Index. *
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG ENSCO INTERNATIONAL INCORPORATED, THE S & P 500 INDEX AND THE DOW JONES
OIL DRILLING, EQUIPMENT AND SERVICES INDEX
[CHART]
Cumulative Total Return
------------------------------------------------
12/96 12/97 12/98 12/99 12/00 12/01
ENSCO INTERNATIONAL INCORPORATED 100 138 44 96 143 105
S & P 500 INDEX 100 133 171 208 189 166
DOW JONES OIL DRILLING, EQUIPMENT & SERVICES INDEX 100 149 72 110 163 113
*The Dow Jones Oil Drilling, Equipment and Services Index is comprised of forty
companies in the oil drilling, equipment and services industry.
15
INDEPENDENT AUDITORS
Arthur Andersen LLP served as the Company's independent auditors for
the fiscal year ended December 31, 2001. In January 2002, the Board of
Directors, after receiving the recommendation of the Audit Committee, appointed
Arthur Andersen LLP as the Company's independent auditors for the fiscal year
2002. Since that date and as a result of the uncertainty regarding the future of
Arthur Andersen LLP, the Board of Directors is considering whether it is
appropriate to continue engagement of Arthur Andersen LLP as its independent
auditors for fiscal year 2002. Provided that the Board of Directors has not
decided to appoint a different firm of independent auditors before the Annual
Meeting, representatives of Arthur Andersen LLP are expected to be present at
the Annual Meeting to respond to questions and to make a statement should they
so desire.
Audit Fees
The aggregate fees billed by Arthur Andersen LLP, and their respective
affiliates (collectively, "Arthur Andersen") for professional services rendered
for the audit of the Company's annual financial statements for the fiscal year
ended December 31, 2001 and for the reviews of the financial statements included
in the Company's Quarterly Reports on Form 10-Q for that fiscal year were
$205,000.
Financial Information Systems Design and Implementation Fees
There were no fees billed by Arthur Andersen for professional services
rendered for information technology services relating to financial information
systems design and implementation for the fiscal year ended December 31, 2001.
All Other Fees
The aggregate fees billed by Arthur Andersen for services rendered to
the Company, other than the services described above under "Audit Fees" and
"Financial Information Systems Design and Implementation Fees", for the fiscal
year ended December 31, 2001 were $172,000, including $68,000 for subsidiary
statutory audit services, $15,000 for employee benefit plan audit services,
$9,000 for tax-related services and $80,000 for other miscellaneous services.
The Audit Committee has considered whether the provision of the
services by Arthur Andersen, as described above in "All Other Fees," is
compatible with maintaining the principal accountant's independence.
GENERAL AND OTHER MATTERS
The Company believes that Proposal 1 is the only matter that will be
brought before the Annual Meeting. However, if other matters are properly
presented at the Annual Meeting, it is intended that the persons named in the
proxy will vote in accordance with their best judgment on such matters.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who own
more than 10% of a registered class of the Company's equity securities, to file
with the Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Executive
officers, directors and greater than 10% Stockholders are required by Commission
regulations to furnish the Company copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely upon review of the copies of
such reports furnished to the Company during the year ended December 31, 2001,
no director, officer or beneficial holder of more than 10% of any class of
equity securities of the Company failed to file on a timely basis reports
required by Section 16(a) of the Exchange Act during the most recent fiscal
year, with the following exceptions: Mr. Richard A. Wilson did not file (a) a
Form 4 for August 2000 reporting Mr. Wilson's exercise of options for 150,000
shares of Common Stock in
16
such month or (b) a Form 4 for September 2000 reporting Mr. Wilson's sale of
150,000 shares of Common Stock in such month. These transactions were also not
reported on a Form 5 for the year ended December 31, 2000 or December 31, 2001.
A corrected Form 5 for the year ended December 31, 2001 was filed in March 2002
to report these transactions. Mr. Marshall Ballard did not report on his Form 5
for the year ended December 31, 2001, his surrender of 294 shares of Common
Stock to satisfy his tax obligations in connection with the vesting of 1,000
shares of restricted Common Stock. A corrected Form 5 for the year ended
December 31, 2001, was filed in March 2002 to report this transaction. The
aforesaid transactions did not result in any liability under the short-swing
profit provisions of Section 16(b) of the Securities Exchange Act of 1934, as
amended.
INFORMATION CONCERNING STOCKHOLDER PROPOSALS
A holder of the Company's securities intending to present a proposal at
the 2003 Annual Meeting must deliver such proposal, in writing, to the Company's
principal executive offices no later than November 20, 2002 for inclusion in the
Proxy Statement related to that meeting. The proposal should be delivered to the
Company by certified mail, return receipt requested. A holder of the Company's
securities whose proposal is not included in the Proxy Statement related to the
2003 Annual Meeting, but who still intends to submit a proposal at that meeting,
is required to deliver such proposal, in writing, to the Secretary of the
Company at the Company's principal executive offices, and to provide certain
other information not less than 50 days, nor more than 75 days, prior to the
meeting, in accordance with the Company's Bylaws. Any such proposal must also
comply with the other provisions contained in the Company's Bylaws relating to
Stockholder proposals.
A copy of the Company's Annual Report to Stockholders for the year
ended December 31, 2001 is being mailed to Stockholders with this Proxy
Statement. The Annual Report to Stockholders does not constitute a part of the
proxy soliciting material.
Whether or not you intend to be present at the Annual Meeting, you are
urged to vote over the Internet, by telephone or return your proxy card or
voting instructions promptly. If you are present at the Annual Meeting and wish
to vote your stock in person, your proxy shall, at your request, be returned to
you at the Annual Meeting.
17
--------------------------------------------------------------------------------
PROXY
ENSCO INTERNATIONAL INCORPORATED
Board of Directors Proxy for the Annual Meeting
of Stockholders at 10:00 a.m., Tuesday, May 14, 2002
Fairmont Hotel, 1717 N. Akard Street
Dallas, Texas 75201
The undersigned stockholder of ENSCO International Incorporated (the
"Company") hereby appoints Carl F. Thorne and C. Christopher Gaut or either of
them, each with full power of substitution, to vote the shares of the
undersigned at the above-stated Annual Meeting and any adjournment(s) thereof:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE
VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE HEREIN. IF A CHOICE IS NOT
INDICATED WITH RESPECT TO ITEM (1), THIS PROXY WILL BE VOTED "FOR" SUCH ITEMS.
THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTER REFERRED TO IN
ITEM (2). THIS PROXY IS REVOCABLE AT ANY TIME BEFORE IT IS EXERCISED.
(Please sign on the reverse side)
--------------------------------------------------------------------------------
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
ENSCO INTERNATIONAL INCORPORATED
May 14, 2002
Please Detach and Mail in the Envelope Provided
------------------------------------------------------------------------------------------------------------------------------------
A [X] Please mark your
votes as in this
example.
FOR all nominees
listed at right (except
as marked to the
contrary below) WITHHOLD
1. Election of Nominees: Morton H. Meyerson 2. On any other business that may properly
Class II [ ] [ ] Joel V. Staff come before the Annual Meeting. In the
Directors. discretion of the proxies, hereby
revoking any proxy or proxies heretofore
given by the undersigned.
(INSTRUCTION: To vote against any individual PLEASE SIGN, DATE AND MAIL TODAY.
nominee, strike a line through the nominee's name
in the list at right.) Change of Address/Comments
------------------------------------------
------------------------------------------
------------------------------------------
Signature of Stockholder(s) Date: , 2002
---------------------------------------- -------------------------------- -----------
(SIGNATURE IF HELD JOINTLY)
NOTE: Please sign exactly as your name appears hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
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