<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)
   [X]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                 EXCHANGE ACT OF 1934 (FEE REQUIRED)

                 For the Fiscal Year ended December 31, 2001

                                       OR

                 TRANSITION REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                 For the Transition Period from ____________ to ____________

                          Commission File Number 1-7908

                         ADAMS RESOURCES & ENERGY, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                   74-1753147
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)

    4400 POST OAK PARKWAY STE. 2700
             HOUSTON, TEXAS                                 77027
(Address of Principal executive offices)                  (Zip Code)

          Registrant's telephone number, including area code: (713) 881-3600

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<Table>
<Caption>
    Title of each class                Name of each exchange on which registered
    -------------------                -----------------------------------------
<S>                                    <C>
COMMON STOCK, $.10 PAR VALUE                     AMERICAN STOCK EXCHANGE
</Table>

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to the
filing requirements for the past 90 days. YES [X] NO [ ]

         A total of 4,217,596 shares of Common Stock were outstanding at March
7, 2002.

         The aggregate market value of the voting stock held by nonaffiliates as
of March 7, 2002 was $17,703,610.


                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for Annual Meeting of Stockholders to be held
April 24, 2002 are incorporated by reference in Part III.




<PAGE>

                                     PART I

Items 1 and 2.  BUSINESS AND PROPERTIES.


General

         Adams Resources & Energy, Inc. and its subsidiaries (the "Company") are
engaged in the business of marketing crude oil, natural gas and petroleum
products; tank truck transportation of liquid chemicals; and oil and gas
exploration and production.

         The revenues and operating earnings for each industry segment and the
identifiable assets attributable to each industry segment for the three years
ended December 31, 2001 are set forth in Note 9 of the Notes to Consolidated
Financial Statements included elsewhere herein.

Marketing

         Through its Gulfmark Energy, Inc., ("Gulfmark") subsidiary, the Company
purchases crude oil and arranges transportation to refiners and other customers.
Activity is concentrated primarily onshore in Texas and Louisiana with
additional operations in California and Michigan. The Company currently
purchases approximately 115,000 barrels per day of crude oil at the wellhead or
lease level. With this business, Gulfmark operates 83 tractor-trailer rigs and
maintains over 50 pipeline inventory locations or injection stations. In
addition, the Company owns and operates a 7.5 mile 6 inch crude oil gathering
pipeline in the Louisiana offshore, Ship Shoal area. The Company also has the
ability to barge oil from 12 oil storage facilities along the intercoastal
waterway of Texas and Louisiana and maintains 400,000 barrels of storage
capacity at certain of the dock facilities in order to access waterborne markets
for its products.

         The Company's Adams Resources Marketing, Ltd. ("ARM") subsidiary
operates as a wholesale purchaser, distributor and marketer of natural gas.
ARM's focus is on the purchase of natural gas at the producer level. The Company
currently buys approximately 720,000 mmbtu's of natural gas per day at the
wellhead and at pipeline pooling points. Business is concentrated among
approximately 60 independent producers with the primary production area being
the Gulf Coast of Texas and the offshore Gulf of Mexico region. As one outlet
for its natural gas supply, ARM established a retail natural gas sales group
with offices in Providence, Rhode Island and Manchester, New Hampshire.
Operating under the trade name Adams Energy Group, the Company is currently
selling 48,000 mmbtu's per day of natural gas directly to commercial and
industrial end-use customers, municipalities and other retail level
establishments. This business serves as a natural complement to the Company's
wholesale supply and distribution business.

         Crude oil and natural gas are generally purchased at indexed prices
that fluctuate with market conditions. The product is transported and either
sold outright at the field level, or buy-sell arrangements (trades) are made in
order to minimize transportation costs or maximize the sales price. Except where
back-to-back fixed price arrangements are in place, the contracted sales price
is also pegged to an index that fluctuates with market conditions. This reduces
the Company's loss exposure from sudden changes in commodity prices. A key
element of profitability is the differential between market prices at the field
level and at the various sales points. Such price differentials vary with local
supply and demand conditions. Unforeseen fluctuations can impact financial
results either favorably or unfavorably. In


                                      I-1
<PAGE>

addition, through its trading activities, the Company attempts to capture
additional margins that may exist between the futures market and cash market
pricing. While the Company's policies are designed to minimize market risk, some
degree of exposure to unforeseen fluctuations in market conditions remains.

         Operating results are sensitive to a number of factors. Such factors
include commodity location, grades of product, individual customer demand for
grades or location of product, localized market price structures, availability
of transportation facilities, actual delivery volumes that vary from expected
quantities and timing and costs to deliver the commodity to the customer. The
term "basis risk" is used to describe the inherent market price risk created
when a commodity of a certain location or grade is purchased, sold or exchanged
versus a purchase, sale or exchange of a like commodity of varying location or
grade. The Company attempts to reduce its exposure to basis risk by grouping its
purchase and sale activities by geographical region in order to stay balanced
within such designated region. However, there can be no assurance that all basis
risk is eliminated.

         The Company's Ada Resources, Inc., subsidiary markets branded and
unbranded refined petroleum products, such as motor fuels and lubricants. Motor
fuels sold are mainly automobile and aviation gasoline, distillates and jet
fuels. Lubricants consist of passenger car motor oils as well as a full
complement of industrial oils and greases. Ada Resources is also involved in the
railroad servicing industry as well as Coast Guard approved delivery to marine
vessels. Purchases are made at the suppliers' established jobber/distributor
prices with such prices generally being lower than the Company's sales price to
its customers. The marketing service area includes primarily the Texas Gulf
Coast and southern Louisiana. The primary product distribution and warehousing
facility is located on 5.5 acres in Houston, Texas. The property includes a
60,000 square foot warehouse, 11,000 square feet of office space and bulk
storage for 24,000 gallons of motor fuels and 280,000 gallons of lubricating
oil.

Tank Truck Transportation

         Service Transport Company, a subsidiary of the Company, transports
liquid chemicals on a "for hire" basis throughout the Continental United States
and Canada. Transportation service is provided to over 400 customers under
contracts and on a call and demand basis. Pursuant to regulatory requirements,
the Company holds a Hazardous Materials Certificate of Registration issued by
the U.S. Department of Transportation.

         Service Transport presently operates 270 truck tractors and 388 tank
trailers and maintains truck terminals in Houston, Corpus Christi, and
Nederland, Texas as well as Baton Rouge (St. Gabriel), Louisiana, Mobile
(Saraland), Alabama and Atlanta (Winder), Georgia. Transportation operations are
headquartered at the Houston terminal facility. This terminal is situated on 22
owned acres and includes maintenance facilities, an office building and a six
bay internal tank washrack and water treatment system. Service Transport's St.
Gabriel, Louisiana terminal is situated on 11.5 owned acres and includes an
office building, maintenance bays and a tank cleaning facility.

         Service Transport Company has maintained its registration to the
ISO-9002 Quality Management Standard. The scope of this Quality System
Certificate, registered in both the United States and Europe, covers the
carriage of bulk liquids throughout their area of operations as well as the tank
trailer cleaning facilities and equipment maintenance. The Company's quality
management process is one of its major assets. The practice of using statistical
process control covering safety, on-time performance and customer satisfaction
aids the Company to continuously improve in all areas of quality service to its
customers.


                                      I-2
<PAGE>

Oil and Gas Exploration and Production

         The Company's Adams Resources Exploration Corporation subsidiary is
actively engaged in the exploration and development of domestic oil and gas
properties primarily in the state of Texas. Exploration offices are maintained
at the Company's headquarters in Houston and the Company holds an interest in
319 wells, of which 44 are Company-operated.

         Producing Wells--The following table sets forth the Company's gross and
net productive wells at December 31, 2001. Gross wells are the total number of
wells in which the Company has an interest, while net wells are the sum of the
fractional interests owned.

<Table>
<Caption>
                                     Oil Wells       Gas Wells      Total Wells
                                   -------------   -------------   -------------
                                   Gross    Net    Gross    Net    Gross    Net
                                   -----   -----   -----   -----   -----   -----
<S>                                <C>     <C>     <C>     <C>     <C>     <C>
Texas                                68    12.03     59     7.11    127    19.14

Other                               141     3.03     51     7.20    192    10.23
                                    ---    -----    ---    -----    ---    -----
                                    209    15.06    110    14.31    319    29.37
                                    ===    =====    ===    =====    ===    =====
</Table>

         Acreage--The following table sets forth the Company's gross and net
developed and undeveloped acreage as of December 31, 2001.

<Table>
<Caption>
                                  Developed Acreage          Undeveloped Acreage
                                --------------------        --------------------
                                Gross           Net         Gross           Net
                                ------        ------        ------        ------
<S>                             <C>           <C>           <C>           <C>
Texas                           58,261        11,012        80,993         8,341

Other                            7,376         1,167         8,126         1,572
                                ------        ------        ------        ------
                                65,637        12,179        89,119         9,913
                                ======        ======        ======        ======
</Table>

         Drilling Activity--The following table sets forth the Company's
drilling activity for each of the three years ended December 31, 2001. All
drilling activity was offshore Louisiana or onshore in Texas and Louisiana.

<Table>
<Caption>
                                               2001        2000          1999
                                          ------------  ----------  ------------
                                          Gross    Net  Gross  Net  Gross    Net
                                          -----   ----  ----- ----  -----   ----
<S>                                       <C>     <C>   <C>   <C>   <C>     <C>
Exploratory wells drilled
  - Productive                               --     --    3    .24      1    .06
  - Dry                                       5    .65    6    .43      5    .64

Development wells drilled
  - Productive                               17   1.41   18   1.38     10    .44
  - Dry                                       2    .05    6    .34      2    .15
</Table>

         In addition to the above wells drilled and completed at year-end 2001,
the Company had 3 wells (.19 net wells) in process and expected to be completed
in 2002.

         Production and Reserve Information--The Company's estimated net
quantities of proved oil and gas reserves, the estimated future net cash flows
and present value of future net cash flows from oil and


                                      I-3
<PAGE>
gas reserves before income taxes, calculated at a 10% discount rate for the
three years ended December 31, 2001, are presented in the table below.

<Table>
<Caption>
                                                            December 31,
                                                 -------------------------------
                                                   2001        2000        1999
                                                 -------     -------     -------
                                                          (In thousands)
<S>                                              <C>         <C>         <C>
Crude oil (Barrels)                                  618         626         597
Natural gas (Mcf)                                  7,618       8,642       7,387
Future net cash flows                            $16,989     $69,752     $21,848
Present value of future net cash flows           $ 9,353     $38,166     $13,011
</Table>

         The estimates of the Company's oil and gas reserves and future net
revenues therefrom were made by the Company's petroleum engineers. The reserve
value estimates provided at December 31, 2001 and 2000 are based on year-end
market prices of $17.55 and $25.08 per barrel for crude oil and $2.34 and $8.79
per Mcf for natural gas, respectively.

         Reserve estimates are based on many judgmental factors. The accuracy of
reserve estimates depends on the quantity and quality of geological data,
production performance data and reservoir engineering data, as well as the skill
and judgment of petroleum engineers in interpreting such data. The process of
estimating reserves involves continual revision of estimates (usually on an
annual basis) as additional information is made available through drilling,
testing, reservoir studies and acquiring historical pressure and production
data. In addition, the discounted present value of estimated future net revenues
should not be construed as the fair market value of oil and gas producing
properties. Such estimates do not necessarily portray a realistic assessment of
current value or future performance of such properties. Such revenue
calculations are also based on estimates by petroleum engineers as to the timing
of oil and gas production, and there is no assurance that the actual timing of
production will conform to or approximate such estimates. Also, certain
assumptions have been made with respect to pricing. The estimates assume prices
will remain constant from the date of the engineer's estimates, except for
changes reflected under natural gas sales contracts. There can be no assurance
that actual future prices will not vary as industry conditions, governmental
regulation and other factors impact the market price for oil and gas.

         The Company's net oil and gas production for the three years ended
December 31, 2001 has been as follows:

<Table>
<Caption>
           Years Ended                        Crude Oil        Natural
           December 31,                       (Barrels)       Gas (Mcf)
           ------------                       ---------       ---------
<S>                                           <C>             <C>
2001............................                 64,000       1,031,000
2000............................                 62,000       1,161,000
1999............................                 42,000       1,435,000
</Table>


                                      I-4
<PAGE>

         Certain financial information relating to the Company's oil and gas
activities is summarized as follows:

<Table>
<Caption>
                                                            Years Ended December 31,
                                                       ----------------------------------
                                                         2001         2000         1999
                                                       --------     --------     --------
<S>                                                    <C>          <C>          <C>
Average oil and condensate
   sales price per Bbl ...........................     $  27.08     $  30.03     $  16.27
Average natural gas
   sales price per Mcf ...........................     $   4.23     $   3.63     $   1.92
Average production cost,
   per equivalent Bbl, charged to expense ........     $   7.91     $   5.61     $   4.35
</Table>

         The average crude oil and natural gas sales price received for December
2001 production was $19.21 per barrel and $2.35 per Mcf, respectively.

         The Company has had no reports to Federal authorities or agencies of
estimated oil and gas reserves except for a required report on the Department of
Energy's "Annual Survey of Domestic Oil and Gas Reserves." The Company is not
obligated to provide any fixed and determinable quantities of oil or gas in the
future under existing contracts or agreements associated with its oil and gas
exploration and production segment.

         Reference is made to the Supplementary Financial Data following the
Notes to Consolidated Financial Statements for additional disclosures relating
to oil and gas exploration and production activities.

Employees

         At December 31, 2001 the Company employed 643 persons, 16 of whom were
employed in the exploration and production of oil and gas, 282 in the marketing
of crude oil, natural gas and petroleum products, 340 in transportation
operations and 5 in administrative capacities. None of the Company's employees
are represented by a union. Management believes its employee relations are
satisfactory.

Federal and State Taxation

         The Company is subject to the provisions of the Internal Revenue Code
of 1986, as amended (the "Code"). In accordance with the Code, the Company
computes its income tax provision based on a 34% tax rate. The Company's
operations are primarily conducted within the State of Texas. As such, the
Company is subject to a 4.5% state tax on corporate net taxable income as
computed for federal income tax purposes. Oil and gas activities are also
subject to state and local income, severance, property and other taxes.
Management believes the Company is currently in compliance with all federal and
state tax regulations.


Forward-Looking Statements--Safe Harbor Provisions

         This annual report for the year ended December 31, 2001 contains
certain forward-looking statements which are intended to be covered by the safe
harbors provided under Federal securities law and regulation. To the extent such
statements are not recitations of historical fact, forward-looking statements
involve risks and uncertainties. In particular, statements under the captions
(a) Production and Reserve Information, (b) Competition, (c) Regulatory Status
and Potential Environmental Liability, (d) Management's Discussion and Analysis
of Financial Condition and Results of Operations, (e) Use of


                                      I-5
<PAGE>

Estimates, (f) Income Taxes, (g) Concentration of Credit Risk, (h) Commitments
and Contingencies, and (i) Supplementary Financial Data, among others, contain
forward-looking statements. Where the Company expresses an expectation or belief
to future results or events, such expression is made in good faith and believed
to have a reasonable basis in fact. However, there can be no assurance that such
expectation or belief will actually result or be achieved.

         A number of factors could cause actual results or events to differ
materially from those anticipated. Such factors include, (a) general economic
conditions, (b) fluctuations in hydrocarbon prices and margins, (c) variations
between crude oil and natural gas contract volumes and actual delivery volumes,
(d) unanticipated environmental liabilities or regulatory changes, (e)
counterparty credit default, (f) inability to obtain bank and/or trade credit
support, (g) availability and cost of insurance, (h) changes in tax laws, and
(i) the availability of capital, among others.

                     Environmental Compliance and Regulation

         The Company is subject to an extensive variety of evolving United
States federal, state and local laws, rules and regulations governing the
storage, transportation, manufacture, use, discharge, release and disposal of
product and contaminants into the environment, or otherwise relating to the
protection of the environment. A non-exclusive listing of the environmental laws
which potentially impact the Company's Regulated Environmental Activities is set
out below:

Resource Conservation and Recovery Act of 1976, as amended in 1984 ("RCRA")--The
United States Congress enacted RCRA in 1976 and amended it in 1984. RCRA
established a comprehensive regulatory framework for the management of hazardous
wastes at active facilities. RCRA creates a "cradle to grave" system for
managing hazardous wastes. Those who generate, transport, treat, store or
dispose of waste above certain quantities are required to undertake certain
performance, testing and record keeping. The 1984 amendments to RCRA known as
the Hazardous and Solid Waste Amendments "HSWA" increased the scope of RCRA to
regulate small quantity hazardous waste generators and waste oil handlers and
recyclers as well as require the identification and regulation of underground
storage tanks in which liquid petroleum or hazardous substances were stored.
HSWA and its implementing regulations require the notification to designated
state agencies of the existence and condition of regulated underground storage
tanks and impose design, construction and installation requirements; leak
detection, reporting, and cleanup requirements; tank closure and removal
requirements; and fiscal responsibility requirements. RCRA specifically excludes
"drilling fluids, produced waters, and other wastes associated with the
exploration, development, or production of crude oil, natural gas or geothermal
energy."

Comprehensive Environmental Response Compensation and Liability Act of 1980
("CERCLA" or "Superfund"), as amended in 1986--CERCLA established the Superfund
program to clean up inactive sites at which hazardous substances had been
released. Superfund has been interpreted to create strict, joint and several
liability for the costs of removal and remediation, other necessary response
costs and damages for injury to natural resources. Superfund liability extends
to generators of hazardous substances, as well as to (i) the current owners and
operators of a site at which hazardous substances were disposed; (ii) any prior
owner or operator of the site at the time of disposal; and (iii) waste
transporters who selected such facilities for treatment or disposal of hazardous
substances. CERCLA allows the United States Environmental Protection Agency
("EPA") to investigate and remediate contaminated sites and to recover the costs
of such activities (response costs), as well as damages to natural resources,
from parties specified as liable under the statute. CERCLA also authorizes
private parties who incur response costs to seek recovery from statutorily
liable parties. CERCLA was amended by the Superfund Amendments and
Reauthorization Act of 1986 ("SARA"). SARA provides a separate


                                      I-6
<PAGE>

funding mechanism for the clean up of underground storage tanks. CERCLA excludes
petroleum, including crude oil or any fraction thereof, with certain limitations
from the definition of "hazardous substances" for which liability for clean up
of a contaminated site will attach. This exclusion also applies to those
otherwise hazardous substances which are inherent in petroleum, but not to those
added to or mixed with petroleum products.

The Clean Water Act of 1972, as amended (the "Clean Water Act")--The Clean Water
Act establishes water pollutant discharge standards applicable to many basic
types of manufacturing facilities and imposes standards on municipal sewage
treatment plants. The Clean Water Act requires states to set water quality
standards for significant bodies of water within their boundaries and to ensure
attainment and/or maintenance of those standards. Many industrial and
governmental facilities must apply for and obtain discharge permits, monitor
pollutant discharges and under certain conditions reduce certain discharges. The
Clean Water Act also requires pre-treatment of certain discharges prior to
release into a publicly owned treatment works.

Federal Oil Pollution Act of 1990 ("OPA")--The OPA amends the Clean Water Act
and expands the liability for the discharge of oil into navigable waters.
Liability is triggered by discharge or substantial threat of a discharge of oil
into navigable waters of adjoining shoreline from any vessel or any on-shore or
off-shore facility. OPA defines three classes of parties subject to liability:
1) owners, operators, and persons chartering vessels; 2) lessees and permitees
of areas where off-shore facilities are located; and 3) owners and operators of
on-shore facilities.

The Clean Air Act of 1970, as amended (the "Clean Air Act")--The Clean Air Act
required EPA to establish and ensure compliance with national ambient air
quality standards ("NAAQS") for certain pollutants. The NAAQS generally are to
be achieved by the individual states through state implementation plans
("SIPs"). SIPs typically attempt to meet the NAAQS by, among other things,
regulating the quantity and quality of emissions from specific industrial
sources. As required by the Clean Air Act, EPA also has established regulations
that limit emissions of specified hazardous air pollutants and other regulations
that limit emissions from new industrial sources within certain source
categories. The Clean Air Act was amended extensively in 1990, to, among other
things, impose additional emissions standards that must be implemented by the
EPA through regulations. The implementation of the Clean Air Act requirements is
accomplished in Texas by the Texas Natural Resources Conservation Commission
("TNRCC").

The Toxic Substances Control Act of 1976 ("TSCA")--TSCA authorizes the EPA to
gather information on the risks of chemicals, and to monitor and regulate the
manufacture, distribution, processing, use and disposal of many chemicals.

The Emergency Planning and Community Right-to-Know Act ("EPCRA")--EPCRA requires
emergency planning notification, emergency release notification and reports with
respect to the storage and release of specified chemicals. Industry must provide
information to communities regarding the presence of extremely hazardous
substances at facilities within those communities.

The Occupational Safety and Health Administration Act ("OSHA")--OSHA regulates
exposure to toxic substances and other forms of workplace pollution. The
Department of Labor administers OSHA. OSHA specifies maximum levels of toxic
substance exposure. OSHA also sets out a "right-to-know" rule which requires
that workers be informed of, and receive training relating to, the physical and
health hazards posed by hazardous materials in the workplace.


                                      I-7
<PAGE>

Texas Clean Air Act and Texas Natural Resources Conservation Commission
Regulations--Pursuant to the federal Clean Air Act and the Texas Clean Air Act,
the TNRCC has established rules that, among other things, regulate various types
of emissions from industrial sources. Among these rules is a requirement that
each industrial source in Texas that emits any air pollutant be authorized by a
permit, or be exempt from permitting through a standard exemption or because
such facility was in existence as of August 30, 1971 and has not been modified
since then (i.e., is "grandfathered"). Industrial sources that are located in
areas in which the NAAQS have not been attained for certain pollutants
("non-attainment areas") and that emit such pollutants, are often subject to
additional and/or more stringent rules than similar facilities located in
attainment areas.

Texas Solid Waste Disposal Act ("TSWDA")--The TSWDA and the TNRCC regulations
promulgated thereunder regulate the generation and management of industrial
solid waste, including hazardous waste, and municipal solid waste. These
regulations include permitting requirements applicable to most facilities that
manage such wastes. The TNRCC regulations relating to the generation and
management of hazardous wastes implement the requirement of RCRA (discussed
above). The TSWDA also contains enforcement provisions that allow for civil and
criminal penalties and/or injunctive relief for violations of the TSWDA and/or
associated regulations. A state "superfund" program, which is similar to the
federal Superfund program, was also established by the TSWDA to provide
remediation of inactive sites at which hazardous substances have been released.

Texas Water Code--Chapter 26 of the Texas Water Code and the TNRCC regulations
promulgated thereunder prohibit the unauthorized discharge of waste into or
adjacent to waters of the State. They also regulate (including requiring
permits) industrial, domestic, and municipal wastewater discharges to ensure
that the state water quality standards are satisfied. The Texas Water Code
contains enforcement provisions that provide for civil and/or criminal penalties
and/or injunctive relief for violations of the Texas Water Code and/or
associated regulations. Another program mandated by the Texas Water Code
regulates underground storage tanks that store certain materials, including
among other materials gasoline, oil, and other petroleum products, and
established a fee-based fund to remediate contamination from leaking underground
storage tanks.

Texas Oil Spill Prevention and Response Act of 1991 ("OSPRA")--With respect to
oil spills in the marine environment, OSPRA provides a comprehensive legal
framework and funding system allowing the State to establish and monitor oil
spill prevention and response requirements for vessels and facilities that
handle oil, to establish and carry out an effective program for state response
to oil spills, to provide timely and equitable settlement and compensation of
claims for those harmed by oil spills, and to provide for assessment and
restoration for environmental damage from oil spills. OSPRA supports and
compliments OPA.

State and Local Government Regulation--Many states have been authorized by the
EPA to enforce regulations promulgated under various federal statutes. In
addition, there are numerous other state as well as local authorities that
regulate the environment, some of which impose more stringent environmental
standards than Federal laws and regulations. The penalties for violations of
state law vary but typically include injunctive relief, recovery of damages for
injury to air, water or property and fines for non-compliance.

Oil and Gas Operations--The Company's oil and gas drilling and production
activities are generally subject to existing laws and regulations relating to
environmental quality and pollution control. One associated aspect of the
Company's oil and gas operation is the disposal of used drilling fluids,
saltwater, and crude oil sediments. In addition, at times low-level naturally
occurring radiation may occur with the production of crude oil and natural gas.
The Company's policy in these areas has been to comply with environmental
regulations and industry standards as they have historically existed.
Environmental


                                      I-8
<PAGE>


standards in these areas are becoming increasingly stringent and the Company,
from time to time, has been required to remediate past practices. Management
believes that such required remediations in the future, if any, will not have a
material adverse impact on the Company's financial position or results of
operations.

All states in which the Company owns significant producing oil and gas
properties have statutory provisions regulating the production and sale of crude
oil and natural gas. Regulations generally require permits for the drilling of
wells and extend to the spacing of wells, the prevention of waste of oil and gas
reserves, the rate of production, prevention and clean-up of pollution and other
matters. In Texas, the Texas Railroad Commission is the state agency with
primary jurisdiction for regulating oil and gas operations.

Historically, the Federal government has instituted a number of regulations
designed to control and limit the market price for crude oil and/or natural gas.
Under the current market conditions and the recent deregulation practices of the
federal government, this area of federal law does not generally impact the
Company's operations.

Marketing Operations--The Company's marketing facilities are subject to a number
of state and federal environmental statutes and regulations, including the
regulation of underground fuel storage tanks. The EPA's Office of Underground
Tanks has established regulations requiring owners or operators of underground
fuel tanks to demonstrate evidence of financial responsibility for the costs of
corrective action and the compensation of third parties for bodily injury and
property damage caused by sudden and nonsudden accidental releases arising from
operating underground tanks. In addition, the EPA requires the installation of
leak detection devices and stringent monitoring of the ongoing condition of
underground tanks. Should leakage develop in an underground tank, the Company
would be obligated for clean up costs. The Company has secured insurance
covering both third party liability and clean up costs. Currently, the Company
is responsible for less than 10 underground storage tanks.

Transportation Operations--The Company's tank truck operations are conducted
pursuant to authority of the United States Department of Transportation (DOT)
and various State regulatory authorities. The Company's transportation
operations must also be conducted in accordance with various laws relating to
pollution and environmental control. Interstate motor carrier operations are
subject to safety requirements prescribed by the DOT. Such matters as weight and
dimension of equipment are also subject to federal and state regulations. DOT
regulations also require mandatory drug testing of drivers and require certain
tests for alcohol levels in drivers and other safety personnel. The trucking
industry is subject to possible regulatory and legislative changes such as
increasingly stringent environmental regulations or limits on vehicle weight and
size. Regulatory change may affect the economics of the industry by requiring
changes in operating practices or by changing the demand for common or contract
carrier services or the cost of providing truckload services. In addition, the
Company's tank wash facilities are subject to increasingly more stringent local,
state and federal environmental regulations.

Regulatory Status and Potential Environmental Liability--The operations and
facilities of the Company are subject to numerous federal, state and local
environmental laws and regulations including those described above, as well as
associated permitting and licensing requirements. The Company regards compliance
with applicable environmental regulations as a critical component of its overall
operation, and devotes significant attention to providing quality service and
products to its customers, protecting the health and safety of its employees,
and protecting the Company's facilities from damage. Management believes the
Company has obtained or applied for all permits and approvals required under
existing environmental laws and regulations to operate its current business.
Management has reported that the Company is not subject to any pending or
threatened environmental litigation or enforcement



                                      I-9
<PAGE>

action(s) which could materially and adversely affect the Company's business.
While the company has, where appropriate, implemented operating procedures at
each of its facilities designed to assure compliance with environmental laws and
regulation, the Company, given the nature of its business, is subjected to
environmental risks and the possibility remains that the Company's ownership of
its facilities and its operations and activities could result in civil or
criminal enforcement and public as well as private action(s) against the
Company, which may necessitate or generate mandatory clean up activities,
revocation of required permits or licenses, denial of application for future
permits, or significant fines, penalties or damages, any and all of which could
have a material adverse effect on the Company. At December 31, 2001, the Company
had no unresolved environmental issues for which an accounting accrual is
necessary.

Item 3. LEGAL PROCEEDINGS

         On August 30, 2000 CJC Leasing, Inc. ("CJC"), a wholly owned subsidiary
of the Company previously involved in the coal mining business, received a
"Notice of Taxes Due" from the State of Kentucky regarding the results of a coal
severance tax audit covering the years 1989 through 1993. The audit proposed a
tax assessment of $8.3 million plus penalties and interest. CJC protested this
assessment and set forth a number of defenses including that CJC was not a
taxpayer engaged in severing and/or mining coal at anytime during the assessment
period. Further, it is CJC's informed belief that such taxes were properly paid
by the third parties that had in fact mined the coal. Management intends to
vigorously defend CJC and currently expects that resolution of this matter will
not have a significant adverse impact on the Company's financial position or
results of operations.

         In the normal course of business, the Company becomes involved in
litigation incident to its operations. In management's opinion, the ultimate
resolution of all litigation matters and disputes will not have a material
adverse impact on the Company's financial position or results of operations.


                                      I-10
<PAGE>

Item 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS.

         None.


                      EXECUTIVE OFFICERS OF THE REGISTRANT

         The persons who are currently serving as executive officers of the
Company, their ages and the positions they hold with the Company are as follows:

<Table>
<Caption>
        Name            Age               Positions with the Company
------------------      ---      -----------------------------------------------
<S>                     <C>      <C>
K. S. Adams, Jr.         79      Chairman, President and Chief Executive Officer
Claude H. Lewis          59      Vice President-Land Transportation
Richard B. Abshire       49      Vice President-Finance
David B. Hurst           49      Secretary
</Table>

         Each officer has served in his present position for at least five
years. No family relationship exists between any of the officers. Mr. Hurst is a
partner in the law firm of Chaffin & Hurst.


                                      I-11
<PAGE>
                                     PART II

Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
        MATTERS

         The Company's common stock is traded on the American Stock Exchange.
The following table sets forth the high and low sales prices of the common stock
as published in The Wall Street Journal for issues listed on the American Stock
Exchange for each calendar quarter since January 1, 2000.

<Table>
<Caption>
                                               American Stock Exchange
                                              ------------------------
Year                                            High            Low
----                                          --------        --------
<S>                                           <C>             <C>
2000
   First Quarter...............               $  12.75        $   8.12
   Second Quarter..............                  21.06            9.12
   Third Quarter...............                  17.00           12.06
   Fourth Quarter..............                  15.25           12.12

2001
   First Quarter...............               $  16.49        $  13.10
   Second Quarter..............                  16.75           13.10
   Third Quarter...............                  13.40            6.85
   Fourth Quarter..............                   8.20            6.10
</Table>

         At December 31, 2001 there were 362 holders of record of the Company's
common stock and the closing stock price was $7.80 per share.

         The terms of the Company's bank loan agreement requires the Company to
maintain consolidated net worth in excess of $31,357,000. Should the Company's
net worth fall below this threshold, the Company may be restricted from payment
of additional cash dividends on the Company's common stock.

         On December 17, 2001 and on each of December 15, 2000 and 1999, the
Company paid an annual cash dividend of $.13, $.13 and $.10 per common share,
respectively, to all holders of its common stock of record on December 1st of
each year. Such dividends aggregated $548,000, $548,000 and $422,000,
respectively for each year.


                                      II-1
<PAGE>

Item 6. SELECTED FINANCIAL DATA

                   FIVE YEAR REVIEW OF SELECTED FINANCIAL DATA

<Table>
<Caption>
                                                                              Years Ended December 31,
                                              -------------------------------------------------------------------------------------
                                                  2001                2000             1999             1998                1997
                                              -----------         -----------      -----------      -----------         -----------
                                                                      (In thousands, except per share data)
<S>                                           <C>                 <C>              <C>              <C>                 <C>
Revenues:
    Marketing ...........................     $ 4,677,982         $ 6,980,277      $ 3,956,477      $ 1,936,358         $ 1,921,486
    Transportation ......................          33,149              35,824           35,559           32,145              31,970
    Oil and gas .........................           6,111               6,059            3,441            5,689               9,904
                                              -----------         -----------      -----------      -----------         -----------
                                              $ 4,717,242         $ 7,022,160      $ 3,995,477      $ 1,974,192         $ 1,963,360
                                              ===========         ===========      ===========      ===========         ===========

Operating earnings:
    Marketing ...........................     $    (6,356)(1)     $    15,389      $    10,424      $     4,478         $     1,382
    Transportation ......................           1,047               2,311            2,878            3,474               5,225
    Oil and gas .........................             693               1,624             (520)          (1,840)(2)           4,038
    General and administrative ..........          (7,894)             (6,463)          (4,819)          (2,738)             (2,578)
                                              -----------         -----------      -----------      -----------         -----------
                                                  (12,510)             12,861            7,963            3,374               8,067

Other income (expense):
    Other income ........................           5,576               1,233            1,182              420                 813
    Interest expense ....................            (128)               (172)             (75)            (327)               (318)
                                              -----------         -----------      -----------      -----------         -----------
Earnings before income taxes ............          (7,062)             13,922            9,070            3,467               8,562

Income tax provision (benefit):
    Current .............................          (3,930)              3,925            1,740              226               1,092
    Deferred ............................           1,492               1,157              943              901               1,737
                                              -----------         -----------      -----------      -----------         -----------
                                                   (2,438)              5,082            2,683            1,127               2,829
                                              -----------         -----------      -----------      -----------         -----------
Earnings (Loss) before cumulative
    effect of accounting change .........          (4,624)              8,840            6,387            2,340               5,733
Cumulative effect of accounting
    change net of tax ...................              55                  --               --               --                  --
                                              -----------         -----------      -----------      -----------         -----------
Net earnings ............................     $    (4,569)        $     8,840      $     6,387      $     2,340         $     5,733
                                              ===========         ===========      ===========      ===========         ===========

EARNINGS (LOSS) PER SHARE:
    Before cumulative effect of
       accounting change ................           (1.09)               2.10             1.51              .55                1.36
    Cumulative effect of
       accounting change ................             .01                  --               --               --                  --
                                              -----------         -----------      -----------      -----------         -----------
Basic and diluted earnings per
    common share ........................     $     (1.08)        $      2.10      $      1.51      $       .55         $      1.36
                                              ===========         ===========      ===========      ===========         ===========


FINANCIAL POSITION

Working capital .........................     $    30,334         $    32,656      $    19,438      $    10,855         $     8,694
Total assets ............................         227,027             448,044          293,048          122,334             114,283
Long-term debt, net of
    current maturities ..................          12,475              11,900            9,900            9,100               6,900
Shareholders' equity ....................          39,196              44,313           36,021           30,056              28,138
Dividends on common shares ..............             548                 548              422              422                 422
</Table>

----------

(1)      The 2001 marketing loss primarily resulted from $8 million in charges
         related to crude oil and natural gas inventory liquidations and price
         declines and a $1.9 million bad debt provision that resulted from Enron
         North America Corp's bankruptcy.

(2)      The 1998 oil and gas loss primarily resulted from additional 3D seismic
         expense and a write-down of oil and gas properties due to reduced
         prices for crude oil and natural gas.


                                      II-2
<PAGE>

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

              -  Marketing

         Marketing operating earnings were adversely affected by a number of
significant factors during 2001, the first of which was declining crude oil and
natural gas prices. Crude oil prices began the year in the $26 range, but fell
to the $19 range by year's end. Within its crude oil operation, the Company has
been generally required to carry in excess of one million barrels of inventory.
Such requirements stem from the Company's position as a shipper on third party
pipelines. With declining prices, the Company recognized approximately $7.2
million in charges related to crude oil inventory liquidations and valuation
write-downs during 2001. During the year, however, the Company endeavored to
reduce crude oil inventory quantities, and as of December 31, 2001, exposure to
price declines was substantially reduced. Year-end 2001 crude oil inventory
volumes stood at 361,000 barrels with an average cost of $19.27 per barrel. The
natural gas business also experienced price declines during 2001. The Company is
required by the New England area local distribution companies to store certain
quantities of natural gas during the summer for winter usage. Due to natural gas
prices that fell from the $5 per mmbtu range in the summer months as inventories
were being built to under $3 in the fourth quarter winter months, the Company
sustained an $805,000 valuation loss on natural gas inventories. At December 31,
2001, the Company held 306,000 mmbtu's of natural gas in storage at its market
value of $2.64 per unit.

         Another significant adverse factor in 2001 was the bankruptcy of Enron
Corp. In December 2001, the Company was a creditor of Enron for physical sales
of natural gas, and as a result sustained a $1.9 million bad debt provision. As
of year-end 2001, the Company is carrying a net account receivable from Enron
North America Corp. totaling $489,000, which equates to 25% of the original face
value of the receivable. The credit problems of Enron further hampered
operations because of its overall impact on the industry. Beginning in October
2001, the Company's operations were severely restricted as the use of Enron's
online trading service was avoided and open line credit terms granted to
counterparties were constrained. Similarly, counterparties restricted the amount
of trade credit available to the Company. With the decrease in volumes, natural
gas operating margins were not sufficient to absorb associated back office
costs. While this situation primarily affected the natural gas business, it also
had a spillover adverse impact on the crude oil operation.

         The interrelationship between falling natural gas prices and record
mild weather in the New England region also hampered the Company. In the retail
natural gas sales business, the Company enters into certain "full requirements
contracts" with heat sensitive end users. Under these contracts, the Company
bears the risk associated with the difference between expected volumes versus
actual usage. During the spring of 2001, the Company entered into a number of
contracts to sell fourth quarter natural gas at prices in the $6 per unit range.
In turn, the Company purchased such expected future sales volumes in the $5 per
unit price range. Recognizing its exposure to volume fluctuations, the Company
attempted to reduce some of its risk by purchasing certain straddle options.
Unfortunately, these options were purchased from Enron and were not honored due
to the bankruptcy. With the abnormal weather conditions, actual usage volumes
were reduced, forcing the Company to sell off excess supply into a falling
market. The resulting loss was $1,609,000. As the "full requirements" contracts
expire in 2002, the Company will not renew most of this business. Such
non-renewal will also substantially reduce the Company's requirement to hold
natural gas inventories. Other than reducing market risk, the loss of this
business will not impact the Company's overall marketing operation.


                                      II-3
<PAGE>

         Finally for 2001, a series of shifts in inter-month crude oil price
spreads occurred, particularly in the second and fourth quarters due to weak
refiner demand for domestic crude oil. During 2000 through mid-March 2001, the
Company's trading strategy was premised on current month crude oil prices being
higher or stronger than succeeding month prices. When this situation reversed in
late March 2001 (the current month price being lower than the next month's
price) the Company chose to liquidate certain positions, necessitating a
$1,375,000 second quarter charge to earnings. The problem was compounded by a
high degree of inter-month price volatility, making it difficult to judge the
general trend of the market. Crude oil is normally purchased under 30-day
evergreen contracts, while the resale of crude oil is consummated daily
throughout the month. In a volatile and falling market, the Company was unable
to extract its necessary margin of profit. The situation in May 2001 caused the
Company to begin systematically cancelling its crude oil acquisition contracts
in accordance with the allowed terms. Effective with July 2001 production, the
Company had adjusted the pricing on its crude oil purchase contracts to be in
line with current trends. Following the events of September 11, 2001, however
crude oil price spreads first spiked and then fell once again as the OPEC
nations attempted to maintain liquidity in the marketplace. This situation
further cut operating margins.

         Marketing segment revenues, operating earnings and significant
operating statistics were as follows (in thousands except volume information):

<Table>
<Caption>
                                                                                   Wellhead Purchases
                                                                                       per day(1)
                                                                        --------------------------------------
                                                    Operating              Crude                   Natural
                               Revenues          Earnings (Loss)            Oil                      Gas
                              ------------       ---------------        ------------           ---------------
<S>                           <C>                <C>                    <C>                    <C>
2001....................      $  4,677,609        $    (6,356)          392,000 bbls           787,000 mmbtu's
2000....................      $  6,980,277        $    15,389           312,000 bbls           801,000 mmbtu's
1999....................      $  3,956,477        $    10,424           228,000 bbls           255,000 mmbtu's
</Table>

(1)  Reflects the volume purchased from third parties by the Company and its
     affiliated crude oil joint venture at the lease level and pipeline pooling
     points.

         Gross revenues from marketing decreased by $2.3 billion or 33% for 2001
primarily as a result of converting certain previously consolidated marketing
operations into a joint venture structure. In May 2000, the Company entered into
a joint venture with a third party for the purpose of purchasing, distributing,
and marketing crude oil in the offshore Gulf of Mexico region. The venture
became fully operational in October of 2000 and was accounted for under the
equity method of accounting. Thus, certain crude oil purchases and sales
previously consolidated on the statement of earnings began being reported on a
net earnings basis in marketing segment revenues. Desiring to reduce crude oil
inventory levels and improve liquidity, the Company agreed to dissolve the joint
venture and withdrew from the offshore region effective November 1, 2001. As
consideration for terminating the joint venture agreement, the Company is
entitled to a per barrel fee to be paid by its former joint venture
co-participant on certain barrels purchased by the co-participant in the
offshore Gulf of Mexico region. Such fee remains in effect for a 60-month
period, provided the former joint venture participant continues to purchase
crude oil in the offshore region. In connection with its withdrawal from the
joint venture, the Company accrued $800,000 to provide for severance payments
pending the final wind-down of the joint venture relationship.

         Comparatives for 2000 and 1999 show that gross revenues for 2000
increased by $3,023,800,000 or 76% as a result of higher crude oil prices during
most of the year, coupled with an approximate 37% growth in crude oil volumes.
Further, during the fourth quarter of 1999, the Company expanded its presence in
the wholesale marketplace for natural gas. Natural gas volumes combined with
higher prices


                                      II-4
<PAGE>

added $1.3 billion to 2000 revenues. Operating earnings for 2000 improved by 48%
because of the crude oil volume increases and a strong operating environment for
crude oil margins. Absolute crude oil prices rose during much of 2000 to a high
of $34 per barrel in November, but fell off during December to their original
levels. The resulting effect on operating earnings from the rise and fall of
crude oil prices was negligible for the year. While the natural gas business
added significantly to revenues, its impact on operating margins was a loss of
$4.1 million, stemming from bad debt write-offs recorded in late 2000. Such
write-offs resulted from the commencement of involuntary bankruptcy proceedings
by a customer of the Company.


- Transportation

         A depressed marketplace continued to face the transportation segment in
2001, as has been the situation since the second quarter of 2000. Revenues and
operating earnings were as follows (in thousands):

<Table>
<Caption>
                                Revenues             Operating Earnings
                         -----------------------   -----------------------
                                      Percentage                Percentage
                          Amount       Change(1)    Amount      Change(1)
                         -------      ----------   -------      ----------
<S>                      <C>          <C>          <C>          <C>
2001 ...............     $33,149          (7)%     $ 1,047         (55)%
2000 ...............     $35,824          --       $ 2,311         (20)%
1999 ...............     $35,559          11%      $ 2,878         (17)%
</Table>

(1)  Represents the percentage increase (decrease) from the prior year.

         Results from transportation are closely tied to trends for the United
States economy in general and more specifically, to the domestic petrochemical
industry. As a common carrier transporter of bulk liquid chemicals, demand for
the Company's services is closely tied to the economic activity of domestic
manufacturers of petrochemicals. A weakened U.S. economy, a strong dollar
reducing chemical exports, last year's run-up in natural gas feedstock costs,
and the aftermath of September 11, 2001 have all served to reduce demand.

         Coupled with falling demand, the Company experienced increased
operating expenses in 2001; most notably, liability insurance which increased by
71% or $636,000 for 2001 and maintenance and repairs which increased by 8% or
$386,000, as the Company has elected to hold off on the purchase of new
equipment given the demand picture. Increased insurance costs reflect the
cyclical nature of the insurance industry and their present efforts to pass on
high premium costs.

         To counter these problems, the Company attempted to expand market share
and focus on cost control. In 2001, there were a limited number of layoffs, and
there were no additions to the transportation fleet. In recent years, the tank
truck industry has seen a large volume of consolidation through mergers and
acquisitions. Given current conditions for the industry, the Company anticipates
further fallout as less financially secure competitors fail or are acquired.
This should reduce future competition. When the U.S. economy improves and
chemical demand resumes, the Company anticipates being well-positioned to
capitalize on new opportunities.


                                      II-5
<PAGE>

                -  Oil and Gas

         Oil and gas segment revenues and operating earnings are primarily
derived from crude oil and natural gas production volumes and prices.
Comparative amounts are as follows (in thousands except average price data):

<Table>
<Caption>
                                                      Crude Oil               Natural Gas
                                     Operating   -------------------      --------------------
                                     Earnings               Average                  Average
                         Revenues     (Loss)     Barrels     Price        Mcf's       Price
                         --------    --------    -------   ---------      -----    -----------
<S>                      <C>         <C>         <C>       <C>            <C>      <C>
2001 ...............     $ 6,111     $   693       64       $ 27.08       1,031      $  4.23
2000 ...............     $ 6,059     $ 1,624       62       $ 30.03       1,161      $  3.63
1999 ...............     $ 3,441     $  (520)      42       $ 16.27       1,436      $  1.92
</Table>

         As reflected in the table above, oil and gas production revenues were
consistent between 2001 and 2000 when improved average natural gas prices offset
a slight volume decline and lower average crude oil prices. While revenues were
consistent in the two most recent years, 2001 operating earnings were reduced by
$931,000 or 57 percent. The comparative 2001 earnings reduction was influenced
by a number of factors. At year-end 2001, natural gas and crude oil prices for
the Company's equity production fell dramatically to $2.34 and $17.55 per unit
respectively. This event caused a $1,060,000 fourth quarter 2001 write-down in
the carrying value of certain oil and gas properties. Primarily due to the
write-down, 2001 depreciation and depletion of $2,456,000 is equivalent to
2000's depreciation and depletion of $2,435,000. See Note 1 to Financial
Statements. Without the write-down, 2001 depreciation and depletion would have
been substantially reduced from 2000 levels. An additional factor impacting 2001
operating earnings was increased dry hole expense of $821,000 in 2001 versus
$481,000 in 2000.

         As reflected in the table above, during 1999, the Company experienced
significantly reduced average prices for both crude oil and natural gas. This
situation caused 1999 revenues to be approximately 44 percent below the other
periods presented and produced a 1999 operating loss.

         During 2001, the oil and gas operation participated in the drilling of
twenty-seven wells. Seventeen of these wells were successfully completed, while
three were drilling at year-end, and seven were dry holes. Oil and gas reserves
of 618,000 barrels and 7,618,000 mcf's, respectively, as of December 31, 2001
reflect an average decrease of nine percent from 2000. Estimated future net cash
flow from oil and gas properties was more significantly reduced, however, from
$69,752,000 at year-end 2000, to $16,989,000 at year-end 2001. This reduction
resulted from price declines, most notably natural gas which was valued at $8.79
per unit for the year-end 2000 reserve estimate versus $2.34 per unit for the
year-end 2001 reserve valuation.

         A potentially significant discovery was made in January 2002 from an
exploratory well in Schleicher County, Texas. This well was successfully
completed and tested more than 140 barrels of oil per day. Production facilities
have been installed and the well is being placed on production. Conversely,
recent exploration efforts in Fort Bend County, Texas have not met original
expectations. Three deep wells were successfully completed but production is
below anticipated rates.

         The Company's shallow gas prospect in Refugio County, Texas had two
wells successfully completed in 2001 with at least one step-out well planned.
Six wells were drilled in the Vinton Dome prospect during 2001, five of which
were successful. Six Vinton Dome wells are planned for 2002. In the Elm Grove
Field in North Louisiana, the Company drilled nine successful wells. Drilling in
this area


                                      II-6
<PAGE>

is concentrated low risk, in-fill wells designed to exploit undrained areas of
older gas reservoirs. The Company will continue to participate in these wells as
they are identified.

              Outlook

         A significant objective for 2001 was to reduce price risk exposure from
crude oil inventory levels. As shown in Note 1 to the Financial Statements,
crude oil inventory stood at $32,556,000 at year-end 2000 versus $6,806,000 at
year-end 2001. With this risk dramatically reduced, a return to profitability
from marketing operations is anticipated in 2002. In addition, because of Enron,
the emphasis on sound credit quality has been increased throughout the industry.
The Company is also taking steps to reduce its exposure to volume risk within
its New England retail natural gas operation. With a reduced risk environment,
the Company believes it can restore profitability to its marketing operation.

         The economic outlook for 2002 looks better for the chemical industry,
and hence the Company's transportation operation. Forecasts call for a slow
recovery commencing during the second quarter and picking up momentum as the
year progresses. The goal for 2002 is to increase revenues by 10 to 15 percent
while holding cost increases below three percent. Because over half of this
segment's cost structure is fixed in nature, management believes this goal is
achievable. Some obstacles being faced are high maintenance costs of an aging
fleet, driver recruitment and retention, insurance costs, and low competitive
freight rates. If the goal is accomplished, however, transportation segment
operating earnings should improve from current levels.

         The Company's 2002 strategy for oil and gas exploration is to continue
the focus on the prolific areas of the Gulf Coast from South Texas to the Upper
Louisiana coast. However, the Company is also opportunity driven and will not
limit itself geographically if an attractive project is identified such as the
discovery in Schleicher County. The Schleicher project has the potential for
nine additional wells, but production will be monitored for three to six months
before drilling the next location. Presently under lease is a like structure
offsetting this discovery and a second exploratory well is currently scheduled
for drilling in the second quarter of 2002. Importantly, the Company has a 50
percent working interest in this prospect. The emphasis in Fort Bend County,
Texas will be to evaluate the numerous shallow prospects that have been
identified and are ready to drill. Lower drilling cost combined with less
mechanical and geological risk make these shallower prospects attractive
alternatives to the deeper, more costly Wilcox wells drilled to date. The
current plan is to drill four to six wells. If successful, a significant number
of additional wells will be drilled over the next two years. Management believes
very attractive acquisition opportunities will be present in 2002, and the
Company plans to evaluate and act on those projects that offer synergy and
upside potential.

              Other Income (Expense)

         General and administrative expenses increased in 2000 and again in 2001
because of additional personnel costs stemming from increased crude oil and
natural gas marketing activities. Other income for 2001 includes a $5,000,000
gain from the cash sale of a Sour Lake, Texas to Baytown, Texas crude oil
pipeline. Income for 2001 also includes a $132,000 gain from the sale of eleven
truck-tractors and interest income totaling $444,000. Other income totaling
$1,233,000 for 2000 reflects interest income received, while other income for
1999 includes a $617,000 gain from the sale of forty-five truck-tractors and
$565,000 of interest income.


                                      II-7
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES


         In 2001, the general U.S. economy was slowing and inter-month crude oil
and natural gas price spreads were very volatile with a downward trend. As a
result, beginning in the second quarter of 2001, the Company began to seek
liquidity. New capital projects were restricted and only $3,591,000 was expended
on property additions. The Company also made a concentrated effort to reduce
crude oil inventory quantities. Positive cash flow was created when crude oil
inventory levels were sold off from $32,556,000 at December 31, 2000 to
$6,806,000 at December 31, 2001. See Note 1 to the Financial Statements.

         Partly because of its drive to improve liquidity, the Company sold its
Sour Lake pipeline, which generated $5,000,000 in cash. In addition, the Company
exited its crude oil joint venture arrangement. This decision freed the Company
from the requirement to fund its pro-rata share of crude oil inventory
maintained within the joint venture structure. As a shipper of crude oil on
third party offshore pipeline systems, the joint venture was generally required
to carry in excess of 1 million barrels of inventory of which the Company would
fund 50 percent. The Company's responsibility to fund joint venture inventory
required a base level of cash funding in the $10-12 million range. The Company
also used $21,963,000 of cash funds available at the beginning of the year to
fund 2001 operations as more fully described below.

         While the Company was making efforts to generate available cash, events
in the marketplace were placing significant demands on liquidity. A key factor
providing liquidity in the crude oil and natural gas business is the practice to
settle, in cash, all wholesale level accounts receivable or payable on the 20th
for crude oil and 25th for natural gas of the month following inception of the
transaction. Historically, the Company's counterparties have been less
proficient in the process of seeking prompt payment of amounts due. During 2001,
counterparties improved the timeliness of their billing efforts, necessitating
more prompt payments by the Company. As reflected on the Consolidated Statement
of Cash Flows, during 2001 accounts receivable balances (primarily reflecting
billings to counterparties), decreased by $168,311,000, while accounts payable,
(primarily reflecting billings from counterparties), decreased by $193,350,000.

         Along with funding the consolidated $7 million pre-tax operating loss
in 2001, the Company's natural gas marketing operation created additional cash
flow needs. The New England retail business is typically conducted under term
contracts ranging from 5 months to 2 years with a one-year term being common. In
the first half of 2001, natural gas prices fell from the $10 per unit level to
the $5.50 per unit level. Believing the $5.50 price was advantageous, the
typical retail customer elected to enter into a one year fixed price contract
with a November 1, 2001 start date. In order to protect itself against a price
increase prior to the time of actual delivery, the Company executed a matching
fixed price purchase either through the New York Mercantile Exchange or with a
counterparty such as Enron. Because prices continued to fall during 2001, the
Company was required to fund margin calls until such time as the gas was
scheduled to physically flow. The margining process used $5.8 million during
2001. In addition to the cash required for margins, this operation also
experienced a call on liquidity when Enron filed bankruptcy. While the net
balance owed by Enron was $1,957,000, the balance due consisted of two
components. First, $8.3 million was due from Enron in December 2001. Offsetting
this amount was $6.4 million originally due to Enron during 2002, from certain
of the fixed price purchases described above. Prior to Enron's filing, the
Company exercised its offset rights to reduce its net exposure from Enron to
$1,957,000. This netting process did, however, leave the Company with the
short-term mismatch of cash flow requirements as described herein.


                                      II-8
<PAGE>

                Banking Relationships

         The Company's primary bank loan agreement, with Bank of America,
provides for two separate lines of credit with interest at the bank's prime rate
minus 1/4 of 1 percent. The agreement also provides for an interest rate option
at the lender's quoted Eurodollar rate (LIBOR) plus 2 and 3/4 percent. The
working capital loan provides for borrowings up to $7,500,000 based on 80% of
eligible accounts receivable and 50% of eligible inventories. Available capacity
under the line is calculated monthly and as of December 31, 2001 was established
at $7,500,000. The oil and gas production loan provides for flexible borrowings
subject to a borrowing base established semi-annually by the bank. The borrowing
base was established at $5,000,000 as of December 31, 2001 and was subsequently
reduced to $4,000,000 in March 2002. The next scheduled borrowing base
redetermination date is September 1, 2002. The working capital loans also
provide for the issuance of letters of credit. The amount of each letter of
credit obligation is deducted from the borrowing capacity. The line of credit
loans are scheduled to expire on October 29, 2003, with the then present balance
outstanding converting to a term loan payable in 12 equal quarterly
installments. As of December 31, 2001, bank debt outstanding under the Company's
two revolving credit facilities totaled $12,475,000, with letters of credit
outstanding totaling $25,000.

         The Company's Gulfmark subsidiary maintains a separate banking
relationship with BNP Paribas in order to support its crude oil purchasing
activities. In addition to providing letters of credit, the facility also
finances up to $6,000,000 of crude oil inventory and certain accounts receivable
associated with crude oil sales. Such financing is provided on a demand note
basis with interest at the bank's prime rate plus 1 percent. As of December 31,
2001 the Company had $3.4 million of eligible collateral value under this
facility. No amounts were outstanding at year-end.

         Through December 2001, the Company's ARM subsidiary maintained a
separate banking relationship with Bank of America in order to support its
natural gas purchasing activities. In addition to providing letters of credit,
the facility financed up to $4,000,000 of general working capital needs. During
the third quarter of 2001, Bank of America announced its intentions to exit the
commodities finance business. At that time, BNP Paribas indicated its desire to
duplicate this facility and the transaction with BNP Paribas was originally
anticipated for November 2001. In October 2001, when the problems of Enron
became apparent, the availability of new commodity based loan facilities ceased.
As scheduled, Bank of America shut off credit support in December 2001, and ARM
has operated without credit support from December 2001 and on into March 2002.
As of the date herein, ARM has received a term sheet from BNP Paribas to
reinstate this facility and formal loan documentation is in process. No amounts
were outstanding at year-end.

         Management of the Company has long maintained that the biggest credit
risk facing the Company is the uncertainty of the banking community's
willingness to support commodity credit facilities. The events leading to
Enron's bankruptcy support this belief. The Company continues to remain
positioned to operate the commodity portions of its business without bank
support should such a need develop.


                                      II-9
<PAGE>

                Contractual Cash Obligations

         In addition to its banking relationships and obligations, the Company
enters into certain operating leasing arrangements for tractors, trailers,
office space and other equipment and facilities. A summary of contractual debt
and lease obligations is as follows (in thousands):

<Table>
<Caption>
                                               Payment Period
                     --------------------------------------------------------------------
                       2002       2003        2004        2005         2006    Thereafter     Total
                     -------     -------     -------     -------     -------   ----------    -------
<S>                  <C>         <C>         <C>         <C>         <C>       <C>           <C>
Long-term debt       $ 1,000     $   956     $ 3,825     $ 3,825     $ 2,869     $    --     $12,475
Operating leases       4,677       3,965       2,674       1,133         420         456      13,325
                     -------     -------     -------     -------     -------     -------     -------
         Total       $ 5,677     $ 4,921     $ 6,499     $ 4,958     $ 3,289     $   456     $25,800
                     =======     =======     =======     =======     =======     =======     =======
</Table>

                Investment Activities

         During 2001, the Company invested approximately $2.1 million in oil and
gas projects, $635,000 for replacement equipment for its petrochemical trucking
fleet and $846,000 was invested in facilities, trucks and equipment for the
Company's marketing operations. Oil and gas exploration and development efforts
continue, and the Company plans to invest approximately $3.5 million toward such
projects in 2002. No additional monies are currently projected to be expended
toward marketing or transportation related capital projects.

                Insurance

         The marketplace for all forms of insurance has entered a period of
severe cost increases. In the past, during such cyclical periods, the Company
has seen severe cost increases to the point where desired levels of insurance
were either unavailable or unaffordable. The Company's primary insurance needs
are in the area of automobile and umbrella coverage for its trucking fleet and
medical insurance for employees. During 2001, the Company's insurance expense
totals $5,016,000. Based on insurance renewals in late 2001 and early 2002, the
Company is anticipating at least 50% insurance increase for 2002. The Company
has no effective way to pass on such cost increases and this increase will thus
need to be absorbed by existing operations.

                Competition

         In all phases of its operations, the Company encounters strong
competition from a number of entities. Many of these competitors possess and
employ financial and personnel resources substantially in excess of those which
are available to the Company. The Company faces competition principally in
pricing and quality of service. In its oil and gas operation, the Company also
competes for the acquisition of mineral properties. The Company's marketing
division competes with integrated oil companies which in some cases own or
control refining and marketing facilities. These major oil companies may offer
their products to others on more favorable terms than those available to the
Company. From time to time in recent years, there have been supply imbalances
for crude oil and natural gas in the marketplace. This in turn has led to
significant fluctuations in prices for crude oil and natural gas. As a result,
there is a high degree of uncertainty regarding both the future market price for
crude oil and natural gas and the available margin spread between wholesale
acquisition costs and sales realization.


                                     II-10
<PAGE>

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is exposed to market risk, including adverse changes in
interest rates and commodity prices.

              Interest Rate Risk

         Total long-term debt at December 31, 2001 included $12,475,000 of
floating rate debt. As a result, the Company's annual interest costs fluctuate
based on interest rate changes. Because the interest rate on the Company's
long-term debt is a floating rate, the fair value approximates carrying value as
of December 31, 2001. A hypothetical 10 percent adverse change in the floating
rate would not have had a material effect on the Company's results of operations
for the fiscal year ending December 31, 2001.

              Commodity Price Risk

         The Company's major market risk exposure is in the pricing applicable
to its marketing and production of crude oil and natural gas. Realized pricing
is primarily driven by the prevailing spot prices applicable to oil and gas.
Commodity price risk in the Company's marketing operations represents the
potential loss that may result from a change in the market value of an asset or
a commitment. From time to time, the Company enters into forward contracts to
minimize or hedge the impact of market fluctuations on its purchases of crude
oil and natural gas. The Company may also enter into price support contracts
with certain customers to secure a floor price on the purchase of certain
supply. In each instance, the Company locks in a separate matching price support
contract with a third party in order to minimize the risk of these financial
instruments. Substantially all forward contracts fall within a 6-month to 1-year
term with no contracts extending longer than three years in duration. The
Company monitors all commitments and positions and endeavors to maintain a
balanced portfolio.

         Certain forward contracts are recorded at fair value, depending on
management's assessments of numerous accounting standards and positions that
comply with generally accepted accounting principles. The revaluation of such
contracts is recognized in the Company's results of operations. Current market
quotes from actively traded, liquid markets are used to determine the
undiscounted fair value of the contracts, which are reflected on the Company's
balance sheet as risk management assets and liabilities. Risk management assets
and liabilities are classified as short- or long-term depending on contract
terms. The net unrealized gains and losses related to the valuation of these
contracts are included in the marketing revenues on the accompanying statement
of earnings. The estimated future net cash inflow based on year-end market
prices is $12,672,000 for 2002, $1,711,000 for 2003 and $140,000 for 2004. The
estimated future cash inflow approximates the net fair value recorded in the
Company's risk management assets and liabilities.


                                     II-11
<PAGE>

         The following table illustrates the factors that impacted the change in
the net value of the Company's risk management assets and liabilities for the
year ended December 31, 2001. (In thousands)


<Table>
<S>                                                       <C>
Net fair value on January 1, 2001                         $      2,801
Activity during 2001
  -  Cash received from settled contracts                       (3,371)
  -  Net realized gain from prior years' contracts                 520
  -  Net unrealized gain from prior years' contracts               597
  -  Net unrealized gain from current year contracts             7,639
  -  Other changes in fair value                                 6,337
                                                          ------------
Net fair value on December 31, 2001                       $     14,523
                                                          ============
</Table>

         Other changes in fair value of $6,337,000, as shown in the table above,
reflects certain forward contracts entered into with Enron North America Corp.
prior to their bankruptcy filing. Upon certain events of default leading up to
the bankruptcy, the Company exercised its right to offset such funds due Enron
North America with approximately $8.2 million due the Company from Enron North
America Corp. Thus, the apparent $6,337,000 gain in fair value is offset by
ordinary realized losses included in "Marketing Segment Operating Costs and
Expenses".

         Historically, prices received for oil and gas production have been
volatile and unpredictable. Price volatility is expected to continue. Gas price
realizations ranged from a monthly low of $1.96 per Mcf to a monthly high of
$9.10 per Mcf during 2001. Oil prices ranged from a low of $17.55 per barrel to
a high of $31.71 per barrel during the same period. A hypothetical 10 percent
adverse change in average natural gas and crude oil prices, assuming no changes
in volume levels, would have reduced earnings by approximately $855,000 and
$519,000, respectively, for the fiscal year ended December 31, 2001.


                                     II-12
<PAGE>

                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

                          INDEX TO FINANCIAL STATEMENTS

Item 8.

<Table>
<Caption>
                                                                                      Page
                                                                                      ----
<S>      <C>                                                                          <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ...............................              II-14

FINANCIAL STATEMENTS:

         Consolidated Balance Sheet as of
           December 31, 2001 and 2000 ..................................              II-15

         Consolidated Statement of Earnings for
           the Years Ended December 31, 2001,
           2000 and 1999................................................              II-16

         Consolidated Statement of Shareholders'
           Equity for the Years Ended
           December 31, 2001, 2000 and 1999.............................              II-17

         Consolidated Statement of Cash Flows
           for the Years Ended December 31,
           2001, 2000 and 1999..........................................              II-18

         Notes to Consolidated Financial Statements ....................              II-19

         Supplementary Financial Data...................................              II-30
</Table>


                                     II-13
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To The Shareholders of Adams Resources & Energy, Inc.:

We have audited the accompanying consolidated balance sheet of Adams Resources &
Energy, Inc. (a Delaware corporation) and subsidiaries as of December 31, 2001
and 2000, and the related consolidated statements of earnings, shareholders'
equity and cash flows for each of the three years in the period ended December
31, 2001. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Adams Resources &
Energy, Inc. and subsidiaries as of December 31, 2001 and 2000, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States.



                                             ARTHUR ANDERSEN LLP



Houston, Texas
March 21, 2002


                                     II-14
<PAGE>

                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                         December 31,
                                                                   ------------------------
                                                                      2001           2000
                                                                   ---------      ---------
<S>                                                                <C>            <C>
                               ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                                       $  14,177      $  36,140
   Accounts receivable, net of allowance for doubtful accounts
      of $2,193 and $559, respectively                               138,926        307,237
   Inventories                                                        10,004         35,453
   Risk management receivables                                        24,700         38,598
   Income tax receivable                                               3,930             --
   Prepaids                                                            7,568          2,604
                                                                   ---------      ---------
                  Total current assets                               199,305        420,032
                                                                   ---------      ---------

PROPERTY AND EQUIPMENT:
   Marketing                                                          20,784         21,450
   Transportation                                                     17,849         17,257
   Oil and gas (successful efforts method)                            35,456         33,346
   Other                                                                  99             99
                                                                   ---------      ---------
                                                                      74,188         72,152
   Less - Accumulated depreciation, depletion
          and amortization                                           (50,289)       (44,635)
                                                                   ---------      ---------
                                                                      23,899         27,517
                                                                   ---------      ---------

OTHER ASSETS
   Risk management assets                                              3,646            317
   Other assets                                                          177            178
                                                                   ---------      ---------
                                                                   $ 227,027      $ 448,044
                                                                   =========      =========

                  LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                                $ 152,153      $ 345,503
   Current portion of long-term debt                                   1,000             --
   Risk management payables                                           12,028         35,747
   Accrued and other liabilities                                       3,790          6,126
                                                                   ---------      ---------
          Total current liabilities                                  168,971        387,376

LONG-TERM DEBT                                                        11,475         11,900

OTHER LIABILITIES
   Deferred taxes and other                                            5,590          4,088
   Risk management liabilities                                         1,795            367
                                                                   ---------      ---------
                                                                     187,831        403,731
                                                                   ---------      ---------

COMMITMENTS AND CONTINGENCIES (NOTE 8)

SHAREHOLDERS' EQUITY:
   Preferred stock, $1.00 par value, 960,000
     shares authorized, none outstanding                                  --             --
   Common stock, $.10 par value, 7,500,000 shares
     authorized, 4,217,596 issued and outstanding                        422            422
   Contributed capital                                                11,693         11,693
   Retained earnings                                                  27,081         32,198
                                                                   ---------      ---------
        Total shareholders' equity                                    39,196         44,313
                                                                   ---------      ---------
                                                                   $ 227,027      $ 448,044
                                                                   =========      =========
</Table>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                     II-15
<PAGE>

                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF EARNINGS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<Table>
<Caption>
                                                                  Years Ended December 31,
                                                      ---------------------------------------------
                                                          2001             2000             1999
                                                      -----------      -----------      -----------
<S>                                                   <C>              <C>              <C>
REVENUES:
    Marketing                                         $ 4,677,982      $ 6,980,277      $ 3,956,477
    Transportation                                         33,149           35,824           35,559
    Oil and gas                                             6,111            6,059            3,441
                                                      -----------      -----------      -----------
                                                        4,717,242        7,022,160        3,995,477
                                                      -----------      -----------      -----------
COSTS AND EXPENSES:
    Marketing                                           4,681,738        6,962,066        3,942,909
    Transportation                                         30,442           32,042           31,571
    Oil and gas                                             2,952            1,983            2,144
    General and administrative                              7,894            6,463            4,819
    Depreciation, depletion and amortization                6,726            6,745            6,071
                                                      -----------      -----------      -----------
                                                        4,729,752        7,009,299        3,987,514
                                                      -----------      -----------      -----------

OPERATING EARNINGS (LOSS)                                 (12,510)          12,861            7,963

OTHER INCOME (EXPENSE):
    Other income                                            5,576            1,233            1,182
    Interest expense                                         (128)            (172)             (75)
                                                      -----------      -----------      -----------

EARNINGS (LOSS) BEFORE INCOME TAXES                        (7,062)          13,922            9,070

INCOME TAX PROVISION (BENEFIT):
    Current                                                (3,930)           3,925            1,740
    Deferred                                                1,492            1,157              943
                                                      -----------      -----------      -----------
                                                           (2,438)           5,082            2,683
                                                      -----------      -----------      -----------
Earnings (loss) before cumulative effect of
    accounting change                                      (4,624)           8,840            6,387
Cumulative effect of accounting change,
    net of taxes                                               55               --               --
                                                      -----------      -----------      -----------

NET EARNINGS (LOSS)                                   $    (4,569)     $     8,840      $     6,387
                                                      ===========      ===========      ===========

EARNINGS (LOSS) PER SHARE:

    Before cumulative effect of accounting change           (1.09)            2.10             1.51
    Cumulative effect of accounting change                    .01               --               --
                                                      -----------      -----------      -----------

Basic and diluted earnings (loss) per share           $     (1.08)     $      2.10      $      1.51
                                                      ===========      ===========      ===========

DIVIDENDS PER COMMON SHARE                            $       .13      $       .13      $       .10
                                                      ===========      ===========      ===========
</Table>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                     II-16
<PAGE>

                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                                       TOTAL
                                             COMMON     CONTRIBUTED    RETAINED    SHAREHOLDERS'
                                              STOCK       CAPITAL      EARNINGS       EQUITY
                                             --------   -----------    --------    -------------
<S>                                          <C>        <C>            <C>         <C>
BALANCE, December 31, 1998 .............     $    422     $ 11,693     $ 17,941      $ 30,056
   Net earnings ........................           --           --        6,387         6,387
   Dividends paid on common stock ......           --           --         (422)         (422)
                                             --------     --------     --------      --------
BALANCE, December 31, 1999 .............          422       11,693       23,906        36,021
   Net earnings ........................           --           --        8,840         8,840
   Dividends paid on common stock ......           --           --         (548)         (548)
                                             --------     --------     --------      --------
BALANCE, December 31, 2000 .............          422       11,693       32,198        44,313
   Net earnings (loss) .................           --           --       (4,569)       (4,569)
   Dividends paid on common stock ......           --           --         (548)         (548)
                                             --------     --------     --------      --------
BALANCE, December 31, 2001 .............     $    422     $ 11,693     $ 27,081      $ 39,196
                                             ========     ========     ========      ========
</Table>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                     II-17
<PAGE>

                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                             Years Ended December 31,
                                                                    ---------------------------------------
                                                                       2001           2000           1999
                                                                    ---------      ---------      ---------
<S>                                                                 <C>            <C>            <C>
CASH PROVIDED BY OPERATIONS:
  Net earnings (loss) .........................................     $  (4,569)     $   8,840      $   6,387
  Items of income not requiring (providing) cash -
    Depreciation, depletion and amortization ..................         6,726          6,745          6,071
    Risk management activities ................................       (11,722)          (296)        (2,535)
    Gains on property sales ...................................        (5,132)           (27)          (617)
    Deferred tax provision ....................................         1,492          1,157            943
    Other, net ................................................           470            592            476
  Decrease (increase) in accounts receivable ..................       168,311        (94,649)      (138,694)
  Decrease (increase) in inventories ..........................        25,449        (13,978)       (13,187)
  Decrease (increase) in tax receivable .......................        (3,930)            --             --
  Decrease (increase) in prepaids .............................        (4,964)          (969)          (834)
  Increase (decrease) in accounts payable .....................      (193,350)       109,022        158,037
  Increase (decrease) in accrued liabilities ..................        (2,336)          (295)         2,552
                                                                    ---------      ---------      ---------
    Net cash provided by (used in) operating activities .......       (23,555)        16,142         18,599
                                                                    ---------      ---------      ---------

INVESTING ACTIVITIES:
  Property and equipment additions ............................        (3,591)        (5,684)        (7,557)
  Proceeds from property sales ................................         5,156             93          1,252
  Deposits returned ...........................................            --             --          1,250
                                                                    ---------      ---------      ---------
       Net cash provided by (used in) investing activities ....         1,565         (5,591)        (5,055)
                                                                    ---------      ---------      ---------

FINANCING ACTIVITIES:
  Borrowings ..................................................           575          2,000          3,375
  Repayment of debt ...........................................            --             --         (2,575)
  Dividend payments ...........................................          (548)          (548)          (422)
                                                                    ---------      ---------      ---------
      Net cash provided by financing activities ...............            27          1,452            378
                                                                    ---------      ---------      ---------
INCREASE (DECREASE) IN CASH AND CASH
     EQUIVALENTS ..............................................       (21,963)        12,003         13,922

CASH AND CASH EQUIVALENTS AT BEGINNING
      OF YEAR .................................................        36,140         24,137         10,215
                                                                    ---------      ---------      ---------

CASH AND CASH EQUIVALENTS AT END OF YEAR ......................     $  14,177      $  36,140      $  24,137
                                                                    =========      =========      =========
</Table>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                     II-18
<PAGE>

                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Principles of Consolidation

         The accompanying consolidated financial statements include the accounts
of Adams Resources & Energy, Inc., a Delaware corporation, and its wholly owned
subsidiaries (the "Company") after elimination of all significant intercompany
accounts and transactions. In addition, these statements include the Company's
share of oil and gas joint interests using pro-rata consolidation and its
interest in a 50% owned crude oil marketing joint venture using the equity
method of accounting. See Note 2 to Consolidated Financial Statements. Certain
reclassifications have been made to prior year balances to conform with current
year presentation.

  Nature of Operations

         The Company is engaged in the business of crude oil, natural gas and
petroleum products marketing, as well as tank truck transportation of liquid
chemicals and oil and gas exploration and production. Its primary area of
operation is within a 500 mile radius of Houston, Texas.

  Cash and Cash Equivalents

         Cash and cash equivalents include any treasury bill, commercial paper,
money market fund or federal fund with a maturity of 30 days or less. Included
in the cash balance at December 31, 2001 and 2000 is a deposit of $2 million to
collateralize the Company's month-to-month crude oil letter of credit facility.
See Note 3 to Consolidated Financial Statements.

  Inventories

         Crude oil and petroleum product inventories are carried at the lower of
cost or market. Due to declining prices for crude oil during 2001, the Company
recognized a combined $7.2 million in charges related to crude oil inventory
liquidations and valuation write-downs during the year. Petroleum products
inventory includes gasoline, lubricating oils and other petroleum products
purchased for resale and are valued at cost determined on the first-in,
first-out basis, while crude oil inventory is valued at average cost. Materials
and supplies are included in inventory at specific cost, with a valuation
allowance provided if needed. Natural gas inventories are carried at market.
Components of inventory are as follows (in thousands):

<Table>
<Caption>
                                                              December 31,
                                                        ----------------------
                                                           2001         2000
                                                        ----------    --------
<S>                                                     <C>           <C>
Crude oil...................................            $    6,806    $ 32,556
Petroleum products..........................                 1,690       1,589
Materials and supplies......................                   683         797
Natural gas.................................                   825         511
                                                        ----------    --------
                                                        $   10,004    $ 35,453
                                                        ==========    ========
</Table>

  Property and Equipment

         Expenditures for major renewals and betterments are capitalized, and
expenditures for maintenance and repairs are expensed as incurred. Interest
costs incurred in connection with major capital expenditures are capitalized and
amortized over the lives of the related assets. When properties are retired or
sold, the related cost and accumulated depreciation, depletion and amortization
("DD&A") is removed from the accounts and any gain or loss is reflected in
earnings.


                                     II-19
<PAGE>
                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         Oil and gas exploration and development expenditures are accounted for
in accordance with the successful efforts method of accounting. Direct costs of
acquiring developed or undeveloped leasehold acreage, including lease bonus,
brokerage and other fees, are capitalized. Exploratory drilling costs are
initially capitalized until the properties are evaluated and determined to be
either productive or nonproductive. If an exploratory well is determined to be
nonproductive, the capitalized costs of drilling the well are charged to
expense. Costs incurred to drill and complete development wells, including dry
holes, are capitalized.

         Producing oil and gas leases, equipment and intangible drilling costs
are depleted or amortized over the estimated recoverable reserves using the
units-of-production method. Other property and equipment is depreciated using
the straight-line method over the estimated average useful lives of three to
twenty years for marketing, three to fifteen years for transportation and ten to
twenty years for all others.

         The Company is required to periodically review long-lived assets for
impairment whenever there is evidence that the carrying value of such assets may
not be recoverable. This consists of comparing the carrying value of the asset
with the asset's expected future undiscounted cash flows without interest costs.
Estimates of expected future cash flows represent management's best estimate
based on reasonable and supportable assumptions. Proved oil and gas properties
are reviewed for impairment on a field-by-field basis. Any impairment recognized
is permanent and may not be restored. Due to the decline in oil and natural gas
prices in the fourth quarter of 2001, certain of the Company's proved oil and
gas fields were deemed impaired as of December 31, 2001. Accordingly, a
$1,062,000 asset impairment charge was included in DD&A for 2001.

   Revenue Recognition

         The Company's natural gas and crude oil marketing customers are
invoiced based on contractually agreed upon terms on a monthly basis. Revenue is
recognized in the month where the physical product is delivered to the customer.
Where required, the Company also recognizes mark-to-market gains and losses
related to its natural gas and crude oil trading activities. A detailed
discussion of the Company's risk management activities are included later in
this footnote.

         Customers of the Company's petroleum products marketing subsidiary are
invoiced and revenue is recognized in the period the product is shipped or
received by the customer depending on when title transfers. Transportation
customers are invoiced, and the related revenue is recognized as the service is
provided. Oil and gas revenue from the Company's interests in producing wells is
recognized as oil and gas is produced.

   Statement of Cash Flows

         Interest paid totaled $128,000, $172,000 and $75,000 during the years
ended December 31, 2001, 2000 and 1999, respectively. Income taxes paid during
these same periods totaled $322,000,


                                     II-20
<PAGE>
                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$2,814,000 and $895,000, respectively. There were no significant non-cash
transactions in any of the periods reported.


   Earnings Per Share

         The Company computes and presents earnings per share in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share", which requires the presentation of basic earnings per share and diluted
earnings per share for potentially dilutive securities. Earnings per share are
based on the weighted average number of shares of common stock and common stock
equivalents outstanding during the period. Such shares outstanding on both a
basic and diluted basis averaged 4,217,596 for 2001, 2000 and 1999.

   Use of Estimates

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates. Examples of significant estimates used in the accompanying
consolidated financial statements include the accounting for depreciation,
depletion and amortization, income taxes, contingencies and price risk
management activities.

    Price Risk Management Activities

         The Company's trading and non-trading transactions give rise to market
risk, which represents the potential loss that may result from a change in the
market value of a particular commitment. The Company closely monitors and
manages its exposure to market risk to ensure compliance with the Company's risk
management policies. Such policies are regularly assessed to ensure their
appropriateness given management's objectives, strategies and current market
conditions.

         Certain forward contracts are recorded at fair value, depending on
management's assessments of numerous accounting standards and positions that
comply with generally accepted accounting principles. The revaluation of such
contracts is recognized in the Company's results of operations. Current market
quotes from actively traded, liquid markets are used to determine the
undiscounted fair value of the contracts, which is reflected on the Company's
balance sheet as risk management assets and liabilities. Risk management assets
and liabilities are classified as short- or long-term depending on contract
terms. The net unrealized gains and losses related to the valuation of these
contracts are reflected in marketing revenues on the accompanying statement of
earnings. The estimated future net cash inflow based on year-end market prices
is $12,672,000 for 2002, $1,711,000 for 2003, and $140,000 for 2004. The
estimated future cash inflow approximates the net fair value recorded in the
Company's risk management assets and liabilities.

         On January 1, 2001 the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities", as amended by SFAS No. 137 and No. 138. The statement
establishes accounting and reporting standards that require


                                     II-21
<PAGE>

                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

every derivative instrument (including certain derivative instruments embedded
in other contracts) be recorded on the balance sheet as either an asset or
liability measured at its fair value, unless the derivative qualifies as a
normal purchase or sale. Changes in fair value are recognized immediately in
earnings, unless the derivatives qualify for cash flow hedge accounting, then
the effective portion of the change in fair value will be deferred in other
comprehensive income until the related hedge item impacts earnings. Based on the
Company's assessment of its contracts that qualify as a derivative instrument
under SFAS No. 133 and that were not already recorded at fair value on the
balance sheet, the Company recorded a net risk management income of $55,000 (net
of $29,000 of income taxes), as a cumulative affect of change in accounting
principle. Prior to adoption of SFAS No. 133, all qualifying hedge contracts
were not recorded on the balance sheet and gains and losses were recorded as the
contracts were settled. As a result of these hedging activities, the Company
recognized net hedging losses of $5,809,000 and $1,199,000 for the years ended
December 31, 2000 and 1999, respectively. As of January 1, 2001 and for the year
ended December 31, 2001 the Company had no contracts that qualified for hedge
accounting under SFAS 133.

    New Accounting Pronouncements

         In September 2000, the Emerging Issues Task Force ("EITF") reached a
consensus on EITF No. 00-10, "Accounting for Shipping and Handling Fees and
Costs." Pursuant to the consensus, amounts paid related to certain
transportation must be reported as an expense on the consolidated statement of
earnings rather than reporting revenues net of transportation as has been common
within the industry. In addition, pertinent amounts in financial statements for
prior periods should be reclassified to reflect the same accounting treatment.
The Company has, for all years presented, included all shipping and handling
fees and costs in operating costs and expenses in the consolidated statement of
earnings and as such no reclassification of amounts is required.

         In August 2001, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("Statement No. 144"). Statement No. 144 addresses the accounting and
reporting for the impairment or disposal of long-lived assets and supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" and APB Opinion No. 30, "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions." The objective of Statement No. 144 is to establish one accounting
model for long-lived assets to be disposed of by sale as well as resolve
implementation issues related to Statement No. 121. The Company adopted
Statement No. 144 effective January 1, 2002 and with no material impact on its
financial condition and results of operations.

(2) MARKETING JOINT VENTURE

         Commencing in May 2000, a subsidiary of the Company entered into a
joint venture arrangement with a third party for the purpose of purchasing,
distributing and marketing crude oil in the offshore Gulf of Mexico region. The
venture operated as Williams-Gulfmark Energy Company pursuant to the terms of a
joint venture agreement. The Company held a 50 percent non-controlled interest
in the net earnings of the venture and accounted for its interest under the
equity method of accounting. The Company's net investment in the venture was
reported in the consolidated balance sheet and its equity in the venture's
pretax earnings was included in marketing segment revenues in the consolidated
statement


                                     II-22
<PAGE>
                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of earnings. Because the excess cash generated by the venture was paid to the
venture participants as of December 31, 2001 and 2000, the Company's net
investment was a negative balance of $3,307,000 and $912,000, respectively, and
was included in accounts payable. Equity earnings included in marketing segment
operating earnings relating to the venture was a net loss of $7,369,000 for 2001
and net earnings of $3,643,000 for 2000. Included in equity earnings for 2000
was $1,480,000 representing market gains recorded as of December 31, 2000 on
certain energy contracts. Effective November 1, 2001 the Company and the other
venture participant agreed to cease conducting new business. The activities of
the joint venture are being wound down and the Company has accrued a 2001 charge
totaling $800,000 for related severance payments. These expenses were not
included in the Company's reported equity loss in 2001. Summarized condensed
financial information for the Company's joint venture investment (on a 100
percent basis) is presented below (in thousands):

<Table>
<Caption>
                                                            December 31,
                                                    ----------------------------
                                                       2001             2000
                                                    -----------      -----------
<S>                                                 <C>              <C>
Balance Sheet
      Current Assets                                $     3,552      $   249,508
      Current Liabilities                                (8,478)        (252,640)
                                                    -----------      -----------

                  Participants' Equity (Deficit)    $    (4,296)     $    (3,132)
                                                    ===========      ===========
Income Statement
      Revenues                                      $ 6,313,914      $ 2,846,572
      Costs and Expenses                             (6,328,653)      (2,839,286)
                                                    -----------      -----------

                  Operating Income (Loss)           $   (14,739)     $     7,286
                                                    ===========      ===========
</Table>

         Other than ordinary trade credit under standard industry terms, the
joint venture had no third party debt or other obligations. Management of cash
flow and all cash flow requirements were maintained by the participants.

(3) LONG-TERM DEBT

         Long-term debt is comprised of the following (in thousands):

<Table>
<Caption>
                                                                                     December 31,
                                                                               --------------------------
                                                                                   2001          2000
                                                                               -----------     ----------
<S>                                                                            <C>             <C>
Bank lines of credit, secured by substantially all of the Company's
  (excluding Gulfmark's) assets, due in twelve quarterly installments
  commencing on October 29, 2003.......................................        $    12,475     $   11,900
  Less - current maturities............................................              1,000             --
                                                                               -----------     ----------

Long-term debt.........................................................        $    11,475     $   11,900
                                                                               ===========     ==========
</Table>

         The Company's revolving bank loan agreement, with Bank of America,
provides for two separate lines of credit with interest at the bank's prime rate
minus 1/4 of 1 percent. The agreement also provides for an interest rate option
at the lender's quoted Eurodollar rate (LIBOR) plus 2 and 3/4 percent. The first
line of credit or working capital loan provides for borrowings up to $7,500,000
based on the total of 80%


                                     II-23
<PAGE>

                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of eligible accounts receivable and 50% of eligible inventories. Available
borrowing capacity under the working capital line is calculated monthly and as
of December 31, 2001 was established at $7,500,000 with the full amount
outstanding at December 31, 2001. The second line of credit or oil and gas
production loan provides for flexible borrowings, subject to a borrowing base
established semi-annually by the bank. The borrowing base was established at
$5,000,000 as of December 31, 2001 and was subsequently reduced to $4,000,000 in
March 2002. The next scheduled borrowing base redetermination date is September
1, 2002. As of December 31, 2001, $4,975,000 was outstanding under the oil and
gas production loan facility. The working capital loans also provide for the
issuance of letters of credit. The amount of each letter of credit obligation is
deducted from the borrowing capacity. As of December 31, 2001, letters of credit
under this facility totaled $25,000. The revolving line of credit loans are
scheduled to expire on October 29, 2003, with the then present balance
outstanding converting to a term loan payable in 12 equal quarterly
installments.

         The revolving loan agreement, among other things, places certain
restrictions with respect to additional borrowings and the purchase or sale of
assets, as well as requiring the Company to comply with certain financial
covenants, including maintaining a 1.0 to 1.0 ratio of consolidated current
assets to consolidated current liabilities, maintaining a 3.0 to 1.0 ratio of
pre-tax net income to interest expense, and consolidated net worth in excess of
$31,357,000.

         A subsidiary of the Company, Gulfmark Energy, Inc. ("Gulfmark"),
maintains a separate banking relationship with BNP Paribas in order to provide
letters of credit and to provide financing for up to $6 million of crude oil
inventories and certain accounts receivable associated with sales of crude oil.
Such financing is provided on a demand note basis with interest at the bank's
prime rate plus 1%. The letter of credit and demand note facilities are secured
by substantially all of Gulfmark's assets. At year-end 2001 and 2000, Gulfmark
had no amounts outstanding under the inventory based line of credit. Gulfmark
had approximately $18.1 million and $53 million in letters of credit outstanding
as of December 31, 2001 and 2000, respectively, in support of its crude oil
purchasing activities. As of December 31, 2001, the Company had $3.4 million of
eligible borrowing capacity under the Gulfmark facility.

         The Company's Adams Resources Marketing, Ltd. subsidiary ("ARM")
maintained a separate banking relationship with Bank of America in order to
support its natural gas purchasing business. In addition to providing letters of
credit, the facility financed up to $4,000,000 of general working capital needs.
During the third quarter of 2001, Bank of America announced its intentions to
exit the commodities finance business. At that time, BNP Paribas indicated its
desire to duplicate this facility, and the transaction with BNP Paribas was
originally anticipated for November 2001. In October 2001, when the problems of
Enron became apparent, the availability of new commodity based loan facilities
ceased. As scheduled, Bank of America shut off credit support in December 2001,
and ARM has operated without credit support from December 2001 and on into March
2002. As of the date herein, ARM has received a term sheet from BNP Paribas to
reinstate this facility and formal loan documentation is in process. No
borrowings were outstanding under the ARM's Bank of America facility at December
31, 2001. At December 31, 2001, ARM had $13.9 million of letters of credit
outstanding under this facility that have subsequently expired under normal
terms.

         The Company's weighted average effective interest rate for 2001, 2000
and 1999 was 5.7%, 8.5% and 7.5%, respectively. No interest was capitalized
during 2001, 2000 or 1999. At December 31, 2001,


                                     II-24
<PAGE>

                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the scheduled aggregate principal maturities of the Company's long-term debt
are: 2002 - 1,000; 2003 - $956,000; 2004 - $3,825,000; 2005 - $3,825,000; and
2006 - $2,869,000.


(4) INCOME TAXES

         The following table shows the components of the Company's income tax
provision (benefit) (in thousands):

<Table>
<Caption>
                                          Years Ended December 31,
                                    ----------------------------------------
                                      2001          2000            1999
                                    ----------    ----------      ----------
<S>                                 <C>           <C>             <C>
Current:
     Federal....................    $  (3,930)    $    3,299      $    1,333
     State......................           --            626             407
                                    ---------     ----------      ----------
                                       (3,930)         3,925           1,740
Deferred:
     Federal....................        1,492          1,157             943
                                    ---------     ----------      ----------
                                    $  (2,438)    $    5,082      $    2,683
                                    =========     ==========      ==========
</Table>

         As of December 31, 2001 and 2000, the Company's deferred tax liability
totaled $5,407,000 and $3,915,000, respectively, and consisted principally of
financial statement carrying amounts in excess of the underlying tax basis of
fixed assets and mark-to-market gains on energy contracts not included in
taxable income. At December 31, 2001 the fixed asset component of the deferred
tax liability totaled $2,506,000 and the mark-to-market gain component totaled
$2,901,000. As of December 31, 2001, the Company had a $3,930,000 tax receivable
as a result of taxable losses which are being carried back and applied against
taxes paid in prior years.


         Taxes computed at the corporate federal income tax rate reconcile to
the reported income tax provision as follows (in thousands):

<Table>
<Caption>
                                                                          Years Ended December 31,
                                                                   --------------------------------------
                                                                      2001         2000           1999
                                                                   ----------   ----------     ----------
<S>                                                                <C>          <C>            <C>
Statutory federal income tax provision
  (benefit) at 34%.......................................          $   (2,382)  $    4,520     $    2,945
State income tax provision...............................                  --          626            407
Federal statutory depletion..............................                 (51)         (51)          (659)
Other....................................................                  (5)         (13)           (10)
                                                                   ----------   ----------     ----------
         Income tax provision (benefit)..................          $   (2,438)  $    5,082     $    2,683
                                                                   ==========   ==========     ==========
</Table>

         The Company's remaining statutory depletion carryforwards were fully
utilized in 1999 to reduce taxable earnings.


                                     II-25
<PAGE>

                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(5) FAIR VALUE OF FINANCIAL INSTRUMENTS AND CONCENTRATION OF CREDIT RISK

  Fair Value of Financial Instruments

         The carrying amount of cash equivalents are believed to approximate
their fair values because of the short maturities of these instruments.
Substantially all of the Company's long and short-term debt obligations bear
interest at floating rates. As such, carrying amounts approximate fair values.
For a discussion of the fair value of commodity financial instruments see "Price
Risk Management Activities" in Note 1 to Consolidated Financial Statements.



Concentration of Credit Risk

         Credit risk represents the account loss which the Company would absorb
if its customers failed to perform pursuant to contractual terms. Management of
credit risk involves a number of considerations, such as the financial profile
of the customer, the value of collateral held, if any, specific terms and
duration of the contractual agreement, and the customer's sensitivity to
economic developments. The Company has established various procedures to manage
credit exposure, including initial credit approval, credit limits, and rights of
offset. Letters of credit and guarantees are also utilized to limit credit risk.

         The Company's largest customers consist of large multinational
integrated oil companies and utilities. In addition, the Company transacts
business with independent oil producers, major chemical concerns, crude oil and
natural gas trading companies and a variety of commercial energy users. Accounts
receivable associated with crude oil and natural gas marketing activities
comprise approximately 95% of the Company's total receivables as of December 31,
2001, and industry practice requires payment for purchases of crude oil to take
place on the 20th of the month following a transaction, while natural gas
transactions are settled on the 25th of the following month. The Company's
credit policy and the relatively short duration of receivables mitigates the
uncertainty typically associated with longer term receivables management.
Accordingly, the amount of the allowance for doubtful accounts required is
minimal. No customer represented 10 percent of total accounts receivable or
greater as of December 31, 2001. The Company had accounts receivable from one
customer that comprised 11% of total receivables at December 31, 2000 and from
one customer that comprised 31% of total receivables at December 31, 1999.

          Primarily as a result of the bankruptcy of Enron Corp. in 2001, the
Company incurred $2.1 million of bad debt expense. In 2000, the Company incurred
bad debts totaling $4.1 million following the bankruptcy proceedings by a
natural gas customer. An allowance for doubtful accounts is provided where
appropriate and accounts receivable presented herein are net of allowances for
doubtful accounts of $2,193,000 and $559,000 at December 31, 2001 and 2000,
respectively.

(6) EMPLOYEE BENEFITS

         The Company maintains a 401(k) savings plan for the benefit of its
employees. Company contributions to the plan were $433,000 in 2001, $374,000 in
2000, and $314,000 in 1999. There are no pension or retirement plans maintained
by the Company.


                                     II-26
<PAGE>

                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(7) TRANSACTIONS WITH RELATED PARTIES

         Sakco, Ltd. ("Sakco"), Kenada Oil & Gas, Ltd. ("Kenada") and Kasco,
Ltd. ("Kasco"), family limited partnerships of which Mr. K. S. Adams, Jr.,
Chairman and President, is a limited partner, Sakdril, Inc. ("Sakdril"), a
wholly owned subsidiary of KSA Industries Inc., which is a major stockholder of
the Company, and certain officers and members of the Board of Directors of the
Company including Mr. Adams have participated as working interest owners in
certain oil and gas wells administered by the Company. Sakco, Kenada, Kasco,
Sakdril and the officers and directors participated in each of the wells under
terms no better than those afforded other non-affiliated working interest
owners. As of December 31, 2001, the Company was owed $251,000 from these
related parties and the Company owed $233,000 to these related parties. As of
December 31, 2000, the Company was owed $76,000 from these related parties, and
the Company owed $339,000 to these related parties.

         David B. Hurst, Secretary of the Company, is a partner in the law firm
of Chaffin & Hurst. The Company has been represented by Chaffin & Hurst since
1974 and plans to use the services of that firm in the future. Chaffin & Hurst
currently leases office space from the Company. Transactions with Chaffin &
Hurst are on the same terms as those prevailing at the time for comparable
transactions with unrelated entities.

         The Company also enters into certain transactions in the normal course
of business with other affiliated entities. These transactions with affiliated
companies are on the same terms as those prevailing at the time for comparable
transactions with unrelated entities.

(8) COMMITMENTS AND CONTINGENCIES

         The Company has operating lease arrangements for tractors, trailers,
office space, and other equipment and facilities. Rental expense for the years
ended December 31, 2001, 2000, and 1999 was $7,035,000, $6,981,000 and
$7,573,000, respectively. At December 31, 2001, commitments under long-term
noncancelable operating leases for the next five years and thereafter are
payable as follows: 2002 - $4,677,000; 2003 - $3,965,000; 2004 - $2,674,000;
2005 - $1,133,000; 2006 - $420,000; 2007 and thereafter - $456,000.

         On August 30, 2000 CJC Leasing, Inc. ("CJC"), a wholly owned subsidiary
of the Company previously involved in the coal mining business, received a
"Notice of Taxes Due" from the State of Kentucky regarding the results of a coal
severance tax audit covering the years 1989 through 1993. The audit proposed a
tax assessment of $8.3 million plus penalties and interest. CJC protested this
assessment and set forth a number of defenses including that CJC was not a
taxpayer engaged in severing and/or mining coal at anytime during the assessment
period. Further, it is CJC's informed belief that such taxes were properly paid
by the third parties that had in fact mined the coal. Management intends to
vigorously defend CJC and currently expects that resolution of this matter will
not have a significant adverse impact on the Company's financial position or
results of operations.

          In the normal course of business, the Company and its subsidiaries
become involved in litigation incident to operations. In management's opinion,
the ultimate resolution of all litigation matters and disputes will not have a
material adverse impact on the Company's financial position or results of its
operations.


                                     II-27
<PAGE>

                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(9) SEGMENT REPORTING

         The Company is engaged in the business of crude oil, natural gas and
petroleum products marketing as well as tank truck transportation of liquid
chemicals, and oil and gas exploration and production. Information concerning
the Company's various business activities is summarized as follows (in
thousands):

<Table>
<Caption>
                                                                   Depreci-
                                                Segment             ation,
                                                Earnings           Depletion       Property
                                                 (Loss)              and              and            Identi-
                                                  from              Amorti-         Equipment        fiable
                                Revenues       Operations            zation         Additions         Assets
                              -----------      -----------         -----------     -----------     -----------
<S>                           <C>              <C>                 <C>             <C>             <C>
Year ended
 December 31, 2001 -
   Marketing ............     $ 4,677,982      $    (6,356)(1)     $     2,600     $       847     $   182,914
   Transportation .......          33,149            1,047               1,660             635          14,268
   Oil and gas ..........           6,111              693               2,456           2,109          11,265
   Other ................              --               --                  10              --          18,580
                              -----------      -----------         -----------     -----------     -----------
                              $ 4,717,242      $    (4,616)        $     6,726     $     3,591     $   227,027
                              ===========      ===========         ===========     ===========     ===========

Year ended
 December 31, 2000 -
   Marketing ............     $ 6,980,277      $    15,389         $     2,822     $     1,170     $   383,247
   Transportation .......          35,824            2,311               1,471           1,430          16,329
   Oil and gas ..........           6,059            1,624               2,435           3,084          11,971
   Other ................              --               --                  17              --          36,497
                              -----------      -----------         -----------     -----------     -----------
                              $ 7,022,160      $    19,324         $     6,745     $     5,684     $   448,044
                              ===========      ===========         ===========     ===========     ===========

Year ended
 December 31, 1999 -
   Marketing ............     $ 3,956,477      $    10,424         $     3,144     $     3,382     $   242,786
   Transportation .......          35,559            2,878               1,110           2,127          15,412
   Oil and gas ..........           3,441             (520)              1,795           2,048          10,449
   Other ................              --               --                  22              --          24,401
                              -----------      -----------         -----------     -----------     -----------
                              $ 3,995,477      $    12,782         $     6,071     $     7,557     $   293,048
                              ===========      ===========         ===========     ===========     ===========
</Table>

----------

(1)      Includes $8 million in charges related to crude oil and natural gas
         inventory liquidations and valuation write-downs and a $1.9 million bad
         debt loss due to the bankruptcy of Enron North America Corp.


                                     II-28
<PAGE>
                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         Intersegment sales are insignificant. Other identifiable assets are
primarily corporate cash, accounts receivable, and properties not identified
with any specific segment of the Company's business. All sales by the Company
occurred in the United States. During 2000 and 1999, the Company had sales to
one customer that totaled $1,036 million and $565 million, respectively. No
other customers accounted for greater than 10% of sales in any of the three
years presented herein.

         Earnings from operations by segment represent revenues less operating
costs and expenses and depreciation, depletion and amortization and are
reconciled to operating earnings and earnings from operations before income
taxes, as follows (in thousands):

<Table>
<Caption>
                                                                            Years Ended December 31,
                                                                  --------------------------------------------
                                                                       2001            2000           1999
                                                                  --------------   ------------   ------------
<S>                                                               <C>              <C>            <C>
Segment operating earnings (loss)....................              $   (4,616)      $   19,324      $   12,782
General and administrative expenses..................                  (7,894)          (6,463)         (4,819)
                                                                   ----------       ----------      ----------
Operating earnings...................................                 (12,510)          12,861           7,963
Other income.........................................                   5,576            1,233           1,182
Interest expense ....................................                    (128)            (172)            (75)
                                                                   ----------        ---------      ----------
Earnings before income taxes.........................              $  (7,062)        $  13,922      $    9,070
                                                                   =========         =========      ==========
</Table>


                                     II-29
<PAGE>

                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

                          SUPPLEMENTARY FINANCIAL DATA

Quarterly Financial Data (Unaudited) -

         Selected quarterly financial data and earnings per share of the Company
are presented below for the years ended December 31, 2001 and 2000 (in
thousands, except per share data):

<Table>
<Caption>
                                                                    Net Earnings               Dividends
                                            Segment           -------------------------   -------------------
                                           Operating                             Per                    Per
                          Revenues          Earnings             Amount        Share(1)   Amount       Share
                         -----------      -----------         -----------      --------   -------     -------
<S>                      <C>              <C>                 <C>              <C>        <C>         <C>
2001 -
March 31 ...........     $ 1,341,950      $     4,298         $     1,798      $    .43   $    --     $    --
June 30 ............       1,270,649               98              (1,629)         (.39)       --          --
September 30 .......       1,238,211              442              (1,049)         (.25)       --          --
December 31 ........         866,432           (9,454)(2)          (3,689)         (.87)      548         .13
                         -----------      -----------         -----------      --------   -------     -------
                         $ 4,717,242      $    (4,616)        $    (4,569)     $  (1.08)  $   548     $   .13
                         ===========      ===========         ===========      ========   =======     =======

2000 -
March 31 ...........     $ 2,011,328      $     4,782         $     2,053      $    .49   $    --     $   --
June 30 ............       1,972,378            5,590               2,786           .66        --         --
September 30 .......       1,753,178            4,932               2,217           .52        --         --
December 31 ........       1,285,276            4,020               1,784           .43       548         .13
                         -----------      -----------         -----------      --------   -------     -------
                         $ 7,022,160      $    19,324         $     8,840      $   2.10   $   548     $   .13
                         ===========      ===========         ===========      ========   =======     =======
</Table>

-----------------

(1)      Reflects basic and diluted earnings per share for indicated periods.

(2)      Includes $3.8 million in charges related to crude oil and natural gas
         inventory liquidations and valuation write-downs, a $1.9 million bad
         debt provision resulting from Enron North America Corp's bankruptcy, a
         $1.6 million loss on the sale of excess retail level natural gas
         volumes, $800,000 of severance costs accrued following the dissolution
         of a joint venture, and a $1.1 million write-down in the carrying value
         of certain oil and gas properties.


                                     II-30
<PAGE>

                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

                          SUPPLEMENTARY FINANCIAL DATA

Oil and Gas Producing Activities (Unaudited) -

         Total costs incurred in oil and gas exploration and development
activities, all incurred within the United States, were as follows (in
thousands, except per barrel information):

<Table>
<Caption>
                                           Years Ended December 31,
                                        ----------------------------
                                         2001       2000       1999
                                        ------     ------     ------
<S>                                     <C>        <C>        <C>
Property acquisition costs
     Unproved .....................     $   43     $   30     $1,385
     Proved .......................         --        190         --
Exploration costs .................        821      1,732        665
Development costs .................      2,067      1,613        663
                                        ------     ------     ------
Total costs incurred ..............     $2,931     $3,565     $2,713
                                        ======     ======     ======
</Table>

         The aggregate capitalized costs relative to oil and gas producing
activities are as follows (in thousands):

<Table>
<Caption>
                                                        December 31,
                                                  ----------------------
                                                    2001          2000
                                                  --------      --------
<S>                                               <C>           <C>
Unproved oil and gas properties .............     $  3,556      $  3,429
Proved oil and gas properties ...............       31,900        29,917
                                                  --------      --------
                                                    35,456        33,346
Accumulated depreciation, depletion
  and amortization ..........................      (25,386)      (22,931)
                                                  --------      --------

         Net capitalized cost ...............     $ 10,070      $ 10,415
                                                  ========      ========
</Table>


                                     II-31
<PAGE>


                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

                          SUPPLEMENTARY FINANCIAL DATA

  Estimated Oil and Natural Gas Reserves (Unaudited) -

         The following information regarding estimates of the Company's proved
oil and gas reserves, all located in the United States, is based on reports
prepared on behalf of the Company by petroleum engineers. Because oil and gas
reserve estimates are inherently imprecise and require extensive judgments of
reservoir engineering data, they are generally less precise than estimates made
in conjunction with financial disclosures. The revisions of previous estimates
as reflected in the table below result from more precise engineering
calculations based upon additional production histories and price changes.

<Table>
<Caption>
                                                                 Years Ended December 31,
                                  -----------------------------------------------------------------------------------
                                            2001                          2000                          1999
                                  ----------------------         ----------------------      ------------------------
                                  Natural                        Natural                     Natural
                                    Gas            Oil             Gas           Oil           Gas              Oil
                                  (Mcf's)        (Bbls.)         (Mcf's)        (Bbls.)       (Mcf's)         (Bbls.)
                                  -------        -------         -------        -------      --------         -------
                                                                     (In thousands)
<S>                               <C>            <C>             <C>            <C>          <C>              <C>
Proved developed and
  undeveloped reserves -
   Beginning of year                8,642            626          7,387            597          9,248            195
   Revisions of previous
     estimates                       (820)             7            861            (65)        (1,247)           197
   Purchase of oil and gas
     reserves                          11             25            995            147             --             --
   Extensions, discoveries
     and other additions              816             24            560              9            821            247
   Production                      (1,031)           (64)        (1,161)           (62)        (1,435)           (42)
                                   ------         ------         ------         ------         ------         ------
   End of year                      7,618            618          8,642            626          7,387            597
                                   ======         ======         ======         ======         ======         ======

Proved developed reserves -
   End of year                      7,617            609          8,640            626          7,026            491
                                   ======         ======         ======         ======         ======         ======
</Table>

  Standardized Measure of Discounted Future Net Cash Flows from Oil and Gas
  Operations and Changes Therein (Unaudited) -

         The standardized measure of discounted future net cash flows was
determined based on the economic conditions in effect at the end of the years
presented, except in those instances where fixed and determinable gas price
escalations are included in contracts. The disclosures below do not purport to
present the fair market value of the Company's oil and gas reserves. An estimate
of the fair market value would also take into account, among other things, the
recovery of reserves in excess of proved reserves, anticipated future changes in
prices and costs, a discount factor more representative of the time value of
money and risks inherent in reserve estimates.


                                     II-32
<PAGE>

                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

                          SUPPLEMENTARY FINANCIAL DATA

<Table>
<Caption>
                                                                    Years Ended December 31,
                                                          ------------------------------------------
                                                            2001             2000             1999
                                                          --------         --------         --------
                                                                         (In thousands)
<S>                                                       <C>              <C>              <C>
Future gross revenues ............................        $ 28,465         $ 90,473         $ 32,011
Future costs -
    Lease operating expenses .....................         (11,008)         (20,444)          (9,013)
    Development costs ............................            (468)            (277)          (1,150)
                                                          --------         --------         --------
Future net cash flows before income taxes ........          16,989           69,752           21,848
Discount at 10% per annum ........................          (7,636)         (31,586)          (8,837)
                                                          --------         --------         --------
Discounted future net cash flows
    before income taxes ..........................           9,353           38,166           13,011
Future income taxes, net of discount at 10%
    per annum ....................................          (3,180)         (12,976)          (4,424)
                                                          --------         --------         --------
Standardized measure of
    discounted future net cash flows .............        $  6,173         $ 25,190         $  8,587
                                                          ========         ========         ========
</Table>

         The reserve estimates provided at December 31, 2001 and 2000 are based
on year-end market prices of $17.55 and $25.08 per barrel for crude oil and
$2.34 and $8.79 per Mcf for natural gas, respectively.

         The following are the principal sources of changes in the standardized
measure of discounted future net cash flows:

<Table>
<Caption>
                                                                             Years Ended December 31,
                                                                    ------------------------------------------
                                                                      2001             2000             1999
                                                                    --------         --------         --------
                                                                                   (In thousands)
<S>                                                                 <C>              <C>              <C>
Beginning of year ..........................................        $ 25,190         $  8,587         $  5,841
    Revisions to reserves proved in prior years -
      Net change in prices and production costs ............         (32,056)          21,930            1,272
      Net change due to revisions in quantity estimates ....            (772)           3,606              (85)
      Accretion of discount ................................           3,158              883              760
      Production rate changes and other ....................           3,195           (3,416)           1,033
                                                                    --------         --------         --------
         Total revisions ...................................         (26,475)          23,003            2,980
    Purchase of oil and gas reserves, net of future
      production costs .....................................             263            2,795               --
    New field discoveries and extensions,
      net of future production costs .......................           1,369            3,897            4,365
    Sales of oil and gas produced, net of
      production costs .....................................          (3,970)          (4,540)          (1,940)
    Net change in income taxes .............................           9,796           (8,552)          (2,659)
                                                                    --------         --------         --------
    Net change in standardized measure of
      discounted future net cash flows .....................         (19,017)          16,603            2,746
                                                                    --------         --------         --------
End of year ................................................        $  6,173         $ 25,190         $  8,587
                                                                    ========         ========         ========
</Table>


                                     II-33
<PAGE>

                 ADAMS RESOURCES & ENERGY, INC. AND SUBSIDIARIES

                          SUPPLEMENTARY FINANCIAL DATA

  Results of Operations for Oil and Gas Producing Activities (Unaudited) -

         The results of oil and gas producing activities, excluding corporate
overhead and interest costs, are as follows:

<Table>
<Caption>
                                                                  Years Ended December 31,
                                                          ---------------------------------------
                                                            2001            2000            1999
                                                          -------         -------         -------
                                                                        (In thousands)
<S>                                                       <C>             <C>             <C>
Revenues .........................................        $ 6,111         $ 6,059         $ 3,441
Costs and expenses -
    Production ...................................          2,141           1,519           1,501
    Exploration ..................................            821             481             665
    Depreciation, depletion and amortization .....          2,456           2,435           1,795
                                                          -------         -------         -------
Operating income (loss) before income taxes ......            693           1,624            (520)
Income tax (expense) benefit .....................           (236)           (552)            153
                                                          -------         -------         -------
Operating income (loss) ..........................        $   457         $ 1,072         $  (367)
                                                          =======         =======         =======
</Table>


Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

           None.


                                     II-34
<PAGE>
                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

         The information concerning executive officers of the Company is
included in Part I. The information concerning directors of the Company is
incorporated by reference from the Company's definitive Proxy Statement for the
Annual Meeting of Shareholders to be held April 24, 2002, to be filed with the
Commission not later than 120 days after the end of the fiscal year covered by
this Form 10-K.

Item 11. EXECUTIVE COMPENSATION

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by Items 11, 12 and 13 is incorporated by
reference from the Company's definitive Proxy Statement for the Annual Meeting
of Shareholders to be held April 24, 2002, to be filed with the Commission not
later than 120 days after the end of the fiscal year covered by this Form 10-K.


                                     III-1
<PAGE>

                                     PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)    The following documents are filed as a part of this Form 10-K:

               1. Financial Statements

                     Report of Independent Public Accountants

                     Consolidated Balance Sheet as of December 31, 2001 and 2000

                     Consolidated Statement of Earnings for the Years Ended
                             December 31, 2001, 2000 and 1999

                     Consolidated Statement of Shareholders' Equity for the
                             Years Ended December 31, 2001, 2000 and 1999

                     Consolidated Statement of Cash Flows for the Years Ended
                             December 31, 2001, 2000 and 1999

                     Notes to Consolidated Financial Statements

                     Supplementary Financial Data (All unaudited)

               2. Exhibits required to be filed

3(a)   -       Certificate of Incorporation of the Company, as amended.
               (Incorporated by reference to Exhibit 3(a) filed with the Annual
               Report on Form 10-K of the Company for the fiscal year ended
               December 31, 1987)

3(b)   -       Bylaws of the Company, as amended (Incorporated by reference to
               Exhibits 3.2 and 3.2.1 of Amendment No. 1 to the Registration
               Statement on Form S-1 filed with the Securities and Exchange
               Commission on October 29, 1973 - File No. 2-48144)

3(c)   -       Amendment to the Bylaws of the Company to add an Article VII,
               Section 8. Indemnification of Directors, Officers, Employees and
               Agents (Incorporated by reference to Exhibit 3(c) of the Annual
               Report on Form 10-K of the Company for the fiscal year ended
               December 31, 1986)

4(a)   -       Specimen common stock Certificate (Incorporated by reference to
               Exhibit 4(a) of the Annual Report on Form 10-K of the Company for
               the fiscal year ended December 31, 1991)


                                      IV-1
<PAGE>

4(c)*   -      Ninth Amendment to Loan Agreement between Service Transport
               Company et al and Bank of America, N.A. dated March 21, 2002.

21*     -      Subsidiaries of the Registrant

23.1*   -      Consent of Arthur Andersen LLP

99.1*   -      Financial Statements of Williams-Gulfmark Energy Company

----------

*  - Filed herewith

         All other financial schedules have been omitted because they are not
applicable or the required information is shown in the financial statements or
notes thereto.

         The separate financial statements of Adams Resources & Energy, Inc.
(the "Parent") are omitted because the conditions specified in Rules 5-04 and
12-04 of regulation S-X are met.

         Copies of all agreements defining the rights of holders of long-term
debt of the Company and its subsidiaries, which agreements authorize amounts not
in excess of 10% of the total consolidated assets of the Company, are not filed
herewith but will be furnished to the Commission upon request.


                                      IV-2

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                  ADAMS RESOURCES & ENERGY, INC.
                                                                    (Registrant)


By  /s/ RICHARD B. ABSHIRE                  By  /s/ K. S. ADAMS, JR.
    ---------------------------------           --------------------------------
    (Richard B. Abshire,                        (K. S. Adams, Jr.,
    Vice President-Finance, Director            President,Chairman of the Board,
    and Chief Financial Officer)                and Chief Executive Officer)


Date:  March 21, 2002

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.


By  /s/CLAUDE H. LEWIS                      By  /s/ E. C. REINAUER, JR.
    ---------------------------------           --------------------------------
    (Claude H. Lewis, Director)                 (E. C. Reinauer, Jr., Director)


By  /s/ THOMAS S. SMITH                     By  /s/ E. JACK WEBSTER, JR.
    ---------------------------------           --------------------------------
    (Thomas S. Smith, Director)                 (E. Jack Webster, Jr., Director)


By  /s/ JUANITA G. SIMMONS                  By  /s/ EDWARD WIECK
    ---------------------------------           --------------------------------
    (Juanita G. Simmons, Director)              (Edward Wieck, Director)


By  /s/ JOHN A. BARRETT
    ---------------------------------
    (John A. Barrett, Director)


Date:  March 21, 2002


                                      IV-3
<PAGE>


                                  EXHIBIT INDEX


<Table>
<Caption>
Exhibit
Number         Description
-------        -----------
<S>            <C>
3(a)   -       Certificate of Incorporation of the Company, as amended.
               (Incorporated by reference to Exhibit 3(a) filed with the Annual
               Report on Form 10-K of the Company for the fiscal year ended
               December 31, 1987)

3(b)   -       Bylaws of the Company, as amended (Incorporated by reference to
               Exhibits 3.2 and 3.2.1 of Amendment No. 1 to the Registration
               Statement on Form S-1 filed with the Securities and Exchange
               Commission on October 29, 1973 - File No. 2-48144)

3(c)   -       Amendment to the Bylaws of the Company to add an Article VII,
               Section 8. Indemnification of Directors, Officers, Employees and
               Agents (Incorporated by reference to Exhibit 3(c) of the Annual
               Report on Form 10-K of the Company for the fiscal year ended
               December 31, 1986)

4(a)   -       Specimen common stock Certificate (Incorporated by reference to
               Exhibit 4(a) of the Annual Report on Form 10-K of the Company for
               the fiscal year ended December 31, 1991)

4(c)*   -      Ninth Amendment to Loan Agreement between Service Transport
               Company et al and Bank of America, N.A. dated March 21, 2002.

21*     -      Subsidiaries of the Registrant

23.1*   -      Consent of Arthur Andersen LLP

99.1*   -      Financial Statements of Williams-Gulfmark Energy Company
</Table>

----------

*  - Filed herewith