defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
The Houston Exploration Company
(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):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11 |
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Fee paid previously with preliminary materials. |
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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. |
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HOUSTON EXPLORATION COMMENTS ON JANA PARTNERS ANNOUNCEMENT
HOUSTON — April 24, 2006 — The Houston Exploration Company (NYSE: THX) today commented on the
JANA Partners announcement.
“The Board of Directors of the Houston Exploration Company is comprised of seasoned
industry leaders who are actively engaged in building shareholder value and
positioning Houston Exploration for profitable growth. The Houston Exploration
Board is prudent, disciplined and committed to acting in the best interests of all
shareholders. We are focused on doing what is right for Houston Exploration
stockholders.
The Board has confidence in the Company’s ongoing strategic restructuring plan. We
urge each of our stockholders to support our Board and VOTE FOR the Board’s director
nominees.”
About The Houston Exploration Company:
The Houston Exploration Company is an independent natural gas and crude oil producer engaged in the
development, exploitation, exploration and acquisition of natural gas and crude oil properties. The
company’s operations are focused in South Texas, the Gulf of Mexico, the Arkoma Basin, East Texas,
and in the Rocky Mountains. For more information, visit the company’s web site at
http://www.houstonexploration.com.
Forward-looking statements:
This news release and oral statements regarding the subjects of this release contain
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section
21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act. All
statements other than statements of historical fact included in this press release are
forward-looking statements and reflect the company’s current expectations and are based on current
available information and numerous assumptions. Important factors that could cause actual results
to materially differ from the company’s current expectations include, among others, the business
outlook, the ability to complete the announced divestiture of the company’s offshore assets and
effect qualified like-kind exchange transactions to maximize tax efficiencies, the impact of
onshore asset concentration, the risks associated with the consummation and successful integration
of acquisitions, the impact of hurricanes, price volatility, the risk of future writedowns, the
impact of hedging activities, the accuracy of estimates of reserves and production rates,
production and spending requirements, the inability to meet substantial capital requirements, the
market and other factors for stock repurchases, the constraints imposed by the company’s
outstanding indebtedness, the relatively short production life of the company’s reserves, reserve
replacement risks, drilling risks and results, the competitive nature of the industry, and other
risks and factors inherent in the exploration for and production of natural gas and crude oil
discussed in the company’s filings with the Securities and Exchange Commission, including the
company’s annual report on Form 10-K for the year ended December 31, 2005. The company assumes no
responsibility to update any of the information referenced in this news release.
1
Contacts:
Melissa R. Aurelio
The Houston Exploration Company
(713) 830-6887
maurelio@houstonexp.com
Joele Frank / Eric Brielmann
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
2
Solicitation
Houston Exploration has filed a definitive proxy statement with the SEC. The proxy statement was
first mailed or delivered to Houston Exploration shareholders on or about March 20, 2006. HOUSTON
EXPLORATION SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY BECAUSE IT CONTAINS
IMPORTANT INFORMATION. Shareholders may obtain a free copy of the proxy statement and any other
documents that may be filed with the SEC by Houston Exploration in connection with its 2006 Annual
Meeting of Shareholders through the SEC’s web site at www.sec.gov, or by directing a request to:
The Houston Exploration Company, 1100 Louisiana, Suite 2000, Houston, Texas 77002, Attention:
Investor Relations.
Houston Exploration, its executive officers and directors may be deemed to be participants in a
solicitation of proxies for Houston Exploration’s 2006 Annual Meeting of Shareholders. Information
regarding these participants and their interests is contained in Houston Exploration’s definitive
proxy statement filed with the SEC on March 17, 2006.
Contacts:
at Houston Exploration:
Melissa R. Aurelio
(713) 830-6887
at
Georgeson Shareholder Communications, Inc. (for assistance with
voting):
David Drake
(212) 440-9800