Grey Wolf Inc. (AMEX:GW) - Form DEF 14A
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GREY WOLF, INC.
10370 RICHMOND AVENUE, SUITE 600
HOUSTON, TEXAS 77042
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 4, 1999
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Notice is hereby given that the annual meeting of shareholders of Grey
Wolf, Inc. a Texas corporation (the "Company"), will be held at the Adam's Mark
Hotel, 2900 Briarpark Drive, Houston, Texas 77042 on May 4, 1999, at 8:30 a.m.,
Houston time, and any adjournment or postponement thereof, for the following
purposes:
1. To elect seven (7) directors to three classes to serve until their
respective terms expire or until their successors are elected and
qualified;
2. To consider and approve an amendment to the Company's Articles of
Incorporation eliminating shareholder action by less than unanimous written
consent;
3. To consider and approve an amendment to the Company's Articles of
Incorporation providing that special meetings of shareholders may be called
by shareholders only upon the request of holders of at least 50% of the
shares entitled to vote at such meeting;
4. To consider and approve an amendment to the Company's Articles of
Incorporation granting the Board of Directors the exclusive authority to
adopt, amend or repeal the Company's Bylaws;
5. To consider and approve an amendment to the Company's Articles of
Incorporation limiting the personal liability of directors to the Company
and its shareholders;
6. To consider and approve an amendment to the Company's Articles of
Incorporation deleting a provision limiting the Company's ability to redeem
or repurchase shares of its own capital stock;
7. To consider and approve an amendment to the Company's 1996 Employee
Stock Option Plan increasing the amount of shares available for grant under
the plan; and
8. To consider and act upon such other business as may properly be
presented to the annual meeting or any adjournments or postponements
thereof.
The Board of Directors has fixed the close of business on April 6, 1999, as
the record date for determination of shareholders entitled to notice of and to
vote at the annual meeting and any adjournments or postponements thereof. A
shareholders' list will be available commencing April 20, 1999, and may be
inspected during normal business hours prior to the annual meeting at the
offices of the Company, 10370 Richmond Avenue, Suite 600, Houston, Texas 77042.
Your vote is important. Whether or not you plan to attend the annual
meeting in person, we request that you sign, date and return the enclosed proxy
card promptly in the enclosed stamped envelope. The prompt return of proxies
will ensure a quorum and save the Company the expense of further solicitation.
By Order of the Board of Directors,
/s/ DAVID W. WEHLMANN
DAVID W. WEHLMANN,
Secretary
April 7, 1999 |
