Edgar Filing: CALCASIEU REAL ESTATE & OIL CO INC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

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 (S)240.14a-12

CALCASIEU REAL ESTATE AND OIL CO., INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[X] No fee required.

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[_] 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
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CALCASIEU REAL ESTATE AND OIL CO., INC.
POST OFFICE BOX 899
LAKE CHARLES, LOUISIANA 70602

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The annual meeting of the stockholders of Calcasieu Real Estate and Oil
Co., Inc., (the "Company") will be held at Bank One, Third Floor, One Lakeside
Plaza, Lake Charles, Louisiana 70601, April 25, 2003, at 11:00 a.m., to:

1. Fix the number of directors at nine and elect directors.

2. Transact such other business as may properly come before the meeting.

Only stockholders of record at the close of business on February 18, 2003,
are entitled to notice of and to vote at the meeting.

Lake Charles, Louisiana
February 28, 2003

BY ORDER OF THE BOARD OF DIRECTORS

/s/ CHARLES D. VICCELLIO /s/ ARTHUR HOLLINS, III
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Charles D. Viccellio Arthur Hollins, III
Vice President & Secretary President

PLEASE DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE. NO ADDITIONAL POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.
YOUR PROMPT RESPONSE WILL BE APPRECIATED.

CALCASIEU REAL ESTATE AND OIL CO., INC.

POST OFFICE BOX 899

LAKE CHARLES, LOUISIANA 70602

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD

APRIL 25, 2003

GENERAL

The accompanying proxy is solicited on behalf of the Board of Directors of
Calcasieu Real Estate and Oil Co., Inc. (the "Company") for use at the Annual
Meeting of Stockholders to be held April 25, 2003, at the time and place and for
the purposes set forth in accompanying Notice of Meeting. The date of this Proxy
Statement is February 28, 2003.

The shares represented by any proxy in the enclosed form, if it is properly
executed and received at or prior to the meeting, will be voted in accordance
with the specifications made thereon. Proxies received, on which no
specification is made, will be voted for setting the number of directors at nine
and for election as directors the nine nominees named herein. Proxies are
revocable by written notice to the Secretary at any time prior to their exercise
and will be deemed revoked by attendance and voting at the meeting.

All expenses of preparing, printing and mailing the proxy and all materials
used in solicitation will be borne by the Company. Proxies may also be solicited
in person or by telephone or fax by directors, officers and other employees of
the Company, none of whom will receive additional compensation for such
services. The Company will also request brokerage houses, custodians and
nominees to forward these materials to the beneficial owners of the stock held
of record by them and pay the reasonable expenses of such persons for forwarding
the material.

Only stockholders of record at the close of business on February 18, 2003,
are entitled to notice of and to vote at the meeting. On that date, the Company
had outstanding 1,955,044 shares of common stock, each of which is entitled to
one vote.

ELECTIONS OF DIRECTORS

The Articles of Incorporation of the Company provide that the number of
directors shall be not less than five nor more than fifteen. The exact number
will be determined by the vote of the stockholders, and a resolution will be
offered at the meeting to fix the number of directors at nine.

Each director will hold office for one year and until his successor is
elected and qualified. It is the intention of the persons named in the
accompanying proxy to vote in favor of the resolution fixing the number of
directors at nine and in favor of the election of the nine nominees named below.
If any nominee becomes unavailable for any reason, the shares represented by the
proxies will be voted for such person, if any, as may be designated by the Board
of Directors. Management has, however, no reason to believe that any nominee
will be unavailable.

At the 2002 annual meeting of shareholders, 1,529,374 shares, or 78.2% of
the 1,955,044 shares outstanding, voted. In excess of 99.9% of the shares cast
were voted for election of each nominee for director.

The information set forth below as to age, principal occupation or
employment, and amount and nature of beneficial ownership of common stock of the
Company has been furnished by each nominee for election. Unless otherwise
indicated, (i) all nominees have been with the same organization in essentially
the same position as listed below for the past five years, and (ii) the nominees
own, with sole voting and investment power, the shares listed.

The Company held five Board of Directors meetings during 2002. Directors
Alexander, Pruitt, Savoy, Hollins and Viccellio attended 100% of the meetings;
Directors Freund, Leach and Reaves attended 80% of the meetings. Director Blake
attended 60% of the meetings.

First Shares Percent
Occupation and other Elected Beneficially of
Name and Age Directorships Director Owned Class
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Henry Chalkley Alexander - 67 Director of Sweetlake Land & 1979 62,400 3.19%
Oil Co., Inc., North American (1)(6)
Land Co., Inc., H. G. Chalkley
& Sons, Inc., and Lacassane
Co., Inc.

William D. Blake - 70 President of Lacassane Co., 1966 59,036 3.02%
Inc., & Howell Industries, (2)(3)
Inc.; Director of Sweetlake
Land & Oil Co., Inc.

First Shares Percent
Occupation and other Elected Beneficially of
Name and Age Directorships Director Owned Class
------------- ------------- -------- ----- -----

Troy A. Freund - 75 Petroleum Geologist, individual 1984 7,863 .40%
proprietor

Arthur Hollins, III - 72 President of Calcasieu Real 1974 49,477 2.53%
Estate & Oil Co., Inc. and (3)(4)
President of PBA Properties,
Inc.

Laura A. Leach - 63 Chairman of the Board and 1996 69,434 3.55%
Secretary-Treasurer and (5)(6)
Director of Sweetlake Land &
Oil Co., Inc. and North
American Land Co., Inc.;
Secretary-Treasurer of H. G.
Chalkley & Sons, Inc.; Director
of Lacassane Co., Inc.

Frank O. Pruitt - 74 President of PWK Timberland 1981 18,300 .94%
Corp. (7)

B. James Reaves, III - 68 Private investor, oil and gas; 1986 21,600 1.10%
estate mgmt; Director of (8)
Lacassane Co., Inc.

Mary Watkins Savoy - 63 Private Investments 1998 17,158 .88%

Charles D. Viccellio - 69 Partner in Stockwell, Sievert, 1996 15,450 .79%
Viccellio, Clements & Shaddock, (3)(9)
L.L.P.

All Directors and Officers as 320,718 16.40%
a Group (9 persons)

(1) Includes 11,250 shares owned by corporations of which Mr. Alexander is an
officer and director.

(2) Includes 3,450 shares owned by Mr. Blake's wife and 3,825 shares held in
trusts for which Mr. Blake or his wife serve as trustee of co-trustee.
Includes 550 shares owned by a corporation of which Mr. Blake is a
Director. Mr. Blake disclaims ownership of these shares.

(3) Mr. Hollins is President of the Company, Mr. Viccellio is its
Vice-President and Secretary and Mr. Blake is also its Vice-President and
Treasurer.

(4) Includes 34,238 shares owned by Mr. Hollins' children and former spouse,
that Mr. Hollins has power to vote pursuant to an understanding. Mr.
Hollins disclaims beneficial ownership of these shares. Includes 1,000
shares owned by a L.L.C. of which Mr. Hollins is Manager.

(5) Includes 11,250 shares owned by corporations of which Mrs. Leach is an
officer and director.

(6) Mr. Alexander and Mrs. Leach are brother and sister.

(7) Includes 2,900 shares owned by Mr. Pruitt's wife and 1450 shares owned by a
trust of which Mr. Pruitt's wife is trustee. Mr. Pruitt disclaims ownership
of these shares.

(8) Includes 15,850 shares owned by a L.L.C. of which Mr. Reaves is managing
partner and 2,000 shares owned by two trusts for which Mr. Reaves is
trustee and disclaims ownership.

(9) Mr. Viccellio's law firm received $6,300 for legal work performed for the
company in 2002.

Members of the Compensation Committee are Mr. Freund, Chairman, Mrs. Leach, and
Mr. Reaves; Members of the Audit Committee are Mr. Pruitt, Chairman, Mrs. Leach,
Mr. Alexander, and Mr. Reaves; Members of the Nominating Committee are Mr.
Alexander, Chairman, Mr. Pruitt, and Mr. Reaves.

REMUNERATION AND OTHER TRANSACTIONS

Remuneration

The President of the Company was paid a salary of $12,000 for the year
ended December 31, 2002, and each of the two Vice-Presidents were paid $6,000.
All directors, including the officers, are paid $400 per meeting attended and
$200 for missed meetings. Committee members are paid $100 per meeting attended
and the committee chairman is paid $125 per meeting attended. The Company does
not have any benefit, retirement, profit-sharing or option plans for employees,
officers or directors. Total 2002 cash and cash equivalent remuneration for all
officers and directors in 2002 was $45,575.

Certain Relationships and Related Party Transactions

Calcasieu Real Estate and Oil Co., Inc. owns an undivided 1/6th in
approximately 34,000 acres known as Walker Louisiana Properties. Mr. Hollins is
President of PBA Properties, Inc. and Mr. Blake is manager of Blake Brothers,
LLC, each of which also owns 1/6th in the same property.

Mr. Hollins has a hunting lease on 160 acres of the Company's land for
$1,600. This same land is part of a farm leased to other persons for
agriculture.

During 2002 the Company purchased three parcels of land totaling 280 acres
for $156,700. The purchase was subject to appraisal and unanimous approval of
the Board of Directors. Mr. Blake and Mr. Hollins were both members of the group
selling land. Mr. Blake had a net 36.8 acre interest and Mr. Hollins had a net
18.4 acre interest in the properties.

Limitation of Liability

Our certificate of incorporation limits the liability of our directors to
the maximum extent provided by Louisiana law. Our by-laws provide that we will
indemnify our officers and directors and may indemnify our employees and other
agents to the fullest extent permitted by law. There is no pending litigation
nor are we aware of any threatened litigation involving any of our directors,
officers, employees or agents in which indemnification will be required or
permitted.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors is composed of four directors
who are independent directors. Said committee operates under a written charter
which was approved by the Board of Directors.

The Audit Committee met five times during 2002. Each member of our Audit
Committee meets independence standards and financial literacy requirements. The
Company does not have an independent Board member who meets the definition of
financial expert as defined by the Securities and Exchange Commission and does
not know of a qualified person willing to serve on the Audit Committee.

The Audit Committee upon satisfying itself that McElroy, Quirk and Burch,
APC, met the standards of independence, recommended to the board the selection
of McElroy, Quirk and Burch, APC, as our independent public accountants.

The Audit Committee met quarterly with management and with McElroy, Quirk
and Burch, APC, and reviewed and discussed the quarterly reports and the
year-end audited financial statements. The Audit Committee recommended to the
board of

directors that the audited financial statements be included in our Annual Report
on Form 10-K for the year ended December 31, 2002, for filing with the
Securities and Exchange Commission.

The Audit Committee considered the quality and adequacy of our internal
controls and the status of pending litigation, taxation matters and other areas
of oversight to the financial reporting and audit process that our Audit
Committee felt appropriate.

AUDIT COMMITTEE

Frank O. Pruitt (Chairman)
Henry C. Alexander
Laura A. Leach
B. James Reaves, III

CODE OF ETHICS

The Board of Directors of the Company adopted a Code of Ethics setting
forth standards of honest and ethical conduct in all dealings with and involving
the Company. Said Code is applicable to all officers, including financial
officers, employees and board members.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

McElroy, Quirk & Burch, Certified Public Accountants, acted as our
independent auditors and audited our financial statements for the year ended
December 31, 2002. We have been advised that McElroy, Quirk & Burch is
independent with respect to us within the meaning of the Securities Act of 1933,
as amended, and the applicable rules and regulations thereunder. The Audit
Committee of the Board has selected McElroy, Quirk & Burch as independent
accountants to audit our financial statements for 2003. Representatives of
McElroy, Quirk & Burch will not attend the annual meeting, but will be available
to respond to appropriate questions.

Audit Fees

McElroy, Quirk & Burch fees for the 2002 audit and the quarterly reviews,
including review of Forms 10-Q, are $16,000, of which $5,400 was billed through
December 31, 2002. During 2002, the Company paid McElroy, Quirk & Burch $10,600
for the year 2001 audit.

All Other Fees

Aggregate fees for all other services rendered by McElroy, Quirk & Burch
for year 2002 were $1,000. In addition, Walker Louisiana Properties paid
McElroy, Quirk & Burch audit fees totaling $9,000 during year 2002. The Audit
Committee of our Board of

Directors considers these services compatible with maintaining McElroy, Quirk &
Burch's independence.

OTHER MATTERS

At the time of the preparation of this Proxy Statement, the Company had not
been informed of any matters to be presented by, or on behalf of, the Company or
its management, for action at the meeting other than those listed in the notice
of meeting and referred to herein. If any other matters come before the meeting
or any adjournment thereof, the persons named in the enclosed proxy will vote on
such matters according to their best judgment.

Stockholders are urged to sign the enclosed proxy, which is solicited on
behalf of the Board of Directors, and return it at once in the enclosed
envelope.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ CHARLES D. VICCELLIO
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Charles D. Viccellio
Vice-President and Secretary

Lake Charles, Louisiana
February 28, 2003

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PROXY

The undersigned hereby constitutes and appoints WILLIAM D. BLAKE and
CHARLES D. VICCELLIO, or either of them acting in the absence of the other with
power of substitution, the proxies of the undersigned to attend the annual
meeting of shareholders of Calcasieu Real Estate & Oil Co., Inc. on April 25,
2003, and any adjournment thereof, and to vote the shares of said corporation
standing in the name of the undersigned.

1. To set the number of directors at nine.

( ) For ( ) Against ( ) Abstain

2. To elect directors.

FOR all nominees listed below ( ) WITHHOLD AUTHORITY ( )
(except as marked to the contrary below) to vote for all nominees
listed below

INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.
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3. Henry C. Alexander Laura A. Leach
William D. Blake Frank O. Pruitt
Troy A. Freund B. James Reaves, III
Arthur Hollins, III Mary W. Savoy
Charles D. Viccellio

4. In their discretion, to vote upon such other matters as may properly
come before the meeting or any adjournment thereof.

This proxy will be voted as specified. IF NO SPECIFIC DIRECTIONS ARE
GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH HEREIN.

DATE: ___________________ SIGNATURE: ___________________________________

Please sign exactly as name appears on the certificate or certificates
representing shares to be voted by this proxy. When signing as executor,
administrator, attorney, trustee or guardian, please give full titles as such.
If a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized persons.