ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information concerning the
number of shares of Common Stock owned beneficially as of February 28, 1999 by:
(i) each person known to the Company to own more than five percent (5%) of any
class of the Company's voting securities; (ii) each director of the Company;
and (iii) all directors and officers as a group.
TITLE NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNER OF CLASS
-------- ------------------- ------------------- --------
Common Stock Larry S. Elliott (1) 1,708,678.2 24.50%
5319 Mandell
Houston, TX 77005
Common Stock Patrick S. Elliott (2) 1,767,457.8 25.35%
2608 Green Tee
Pearland, TX 77581
Common Stock Mark P. Elliott 883,728.9 12.68%
3504 E. Circle Drive
Pearland, TX 77581
Common Stock Sidney J. McCarra 1,237,425.5 17.75%
1903 Orchard Country
Houston, TX 77062
Common Stock Cary P. McCarra 294,576.3 4.23%
2107 Shaly Breeze
League City, TX 77573
Common Stock All directors and 5,891,867.7 84.51%
officers as a group
Unless otherwise indicated, all shares of Common Stock were held
directly with sole voting and investment powers.
1. Includes 1,708,679.2 shares owned by the Larry S. Elliott Trust for the
benefit of Ross S. Elliott and Laura Elise Elliott, the children of
Larry S. Elliott. Larry S. Elliott, as trustee of this trust, has sole
voting and dispositive power over the trust assets.
2. Includes 1,767,457.8 shares owned by the Pat S. Elliott Trust for the
benefit of Mark P. Elliott, Shannon Elliott and Michelle Elliott, the
children of Pat S. Elliott. Pat S. Elliott, as trustee of this trust, has
sole voting and dispositive power over the trust assets.
The Company is not aware of any arrangement which might result in a change of
control in the future.
