-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SHxk6HHbbdrndpVpGjQLzELHv6kBB4WPJxmgxy55EUIdS51BtJgUfPgLqnvcoh8Y eYnI+Y4SvmoEWoJaJsYxZA== 0000906280-97-000025.txt : 19970311 0000906280-97-000025.hdr.sgml : 19970311 ACCESSION NUMBER: 0000906280-97-000025 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960430 FILED AS OF DATE: 19970310 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PETROLEUM HELICOPTERS INC CENTRAL INDEX KEY: 0000350403 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 720395707 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11581 FILM NUMBER: 97553743 BUSINESS ADDRESS: STREET 1: 113 BORMAN DRIVE STREET 2: P O BOX 23502 CITY: LAFAYETTE STATE: LA ZIP: 70508 BUSINESS PHONE: 5047336790 MAIL ADDRESS: STREET 1: 113 BORMAN DRIVE CITY: LAFAYETTE STATE: LA ZIP: 70508 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 1996 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From ______ to ______ Commission File No. 0-9827 PETROLEUM HELICOPTERS, INC. (Exact name of registrant as specified in its charter) Louisiana 72-0395707 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2121 Airline Highway Suite 400 P.O. Box 578, Metairie, Louisiana 70001-5979 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (504) 828-3323 Securities registered pursuant to section 12(b) of the Act: NONE Securities registered pursuant to section 12(g) of the Act: Voting Common Stock Non-Voting Common Stock (Title of Each Class) 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 such filing requirements for the past 90 days. Yes X No 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. State the aggregate market value of the voting stock held by non-affiliates of the registrant. Date Amount February 5, 1997 $26,445,237 Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Voting Common Stock......................... 2,797,786 shares outstanding as of February 5, 1997. Non-Voting Common Stock..................... 2,284,345 shares outstanding as of February 5, 1997. DOCUMENTS INCORPORATED BY REFERENCE NONE The undersigned registrant hereby amends Items 10 through 13 of its annual report on Form 10-K for the fiscal year ended on April 30, 1996 as follows: PART III Item 10. Directors and Executive Officers of the Registrant Information concerning Executive Officers is included as Item 4.(a) "Executive officers of the registrant." The following table sets forth certain information as of February 28, 1997 with respect to each director. Unless otherwise indicated, each person has been engaged in the principal occupation shown for the past five years. Year First Became a Name and Age Principal Occupation Director ------------ -------------------- -------- Carroll W. Suggs, 58....... Chairman of the Board, 1989 President and Chief Executive Officer of PHI(1) Leonard M. Horner, 69...... Private Investments(2) 1992 Robert G. Lambert, 66...... Chairman of the Board of 1994 Directors and Chief Executive Officer of Aviall, Inc. (aviation parts distributor and provider of inventory information); Consultant(3) James W. McFarland, 51..... Dean, A.B. Freeman School of 1996 Business, Tulane University(4) Bruce N. Whitman. 63....... Executive Vice President and 1996 Director, FlightSafety International, Inc. (aviation training and related services) _____________________ (1) Mrs. Suggs became Chairman of the Board in March 1990, Chief Executive Officer in July 1992 and President in October 1994. She is also a director of Varco International, Inc., The Louisiana Land & Exploration Company and Whitney Holding Corporation. (2) From 1974 to 1991, Mr. Horner served in various capacities with Bell Helicopter Textron, Inc. (helicopter manufacturer), including Chairman, President, Executive Vice President, Senior Vice President-Marketing and Programs, and Vice President-Operations. Prior to 1974, he was employed by United Technologies Corp., Sikorsky Aircraft Division (helicopter manufacturer) for 17 years. (3) Mr. Lambert was named Chairman of the Board of Directors of Aviall, Inc. in December 1993 and its Chief Executive Officer in December 1995. From 1989 through 1992, he served as Senior Executive Vice President - Aviation of Ryder System, Inc. (4) Dean McFarland is also a director of American Indemnity Financial Corporation, Sizeler Property Investors, Inc. and Stewart Enterprises, Inc. _____________________ No director, nominee or executive officer of PHI has a family relationship with any other such person. During PHI's fiscal year ended April 30, 1996, the Board held five meetings. Each incumbent director of PHI attended at least 75% of the aggregate number of meetings held during fiscal 1996 of the Board and committees of which he or she was a member. The Board has an Audit Committee (the "Audit Committee"), the members of which are Messrs. Horner and Lambert. The Audit Committee, which held two meetings during fiscal 1996, is responsible for making recommendations to the Board concerning the selection and retention of independent auditors, reviewing the results of audits by the independent auditors, discussing audit recommendations with management and reporting the results of its reviews to the Board. The Board also has a Compensation Committee (the "Compensation Committee"), the members of which are also Messrs. Horner and Lambert. The Compensation Committee, which held two meetings during fiscal 1996, is responsible for determining the compensation paid to officers and key employees and administering PHI's 1992 Non-Qualified Stock Option and Stock Appreciation Rights Plan and the 1995 Incentive Compensation Plan. The Board does not have a nominating committee. Each director receives an annual fee of $10,000 and a fee of $1,000 for each Board or Committee meeting he or she attends. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires PHI's directors, executive officers and principal shareholders to file with the SEC reports of beneficial ownership, and changes in beneficial ownership, of the Common Stock. Mr. Untereker and William P. Sorenson, Vice President - Aeromedical of PHI, each inadvertently filed late one such report. The report of Mr. Untereker reported one transaction, and the report of Mr. Sorenson reported his appointment as Vice President. Item 11. Executive Compensation Summary of Executive Compensation The following table summarizes, for each of the fiscal years ended April 30, 1996, 1995 and 1994, compensation of PHI's Chief Executive Officer and each other executive officer of PHI whose annual compensation was in excess of $100,000 in all capacities in which they served:
Long-term Compensation Awards Annual ---------- Compensation Securities Name and ------------ Underlying All Other Principal Position Year Salary Bonus(1) Options(2) Compenstion(3) - ------------------ ---- ------ -------- ---------- -------------- Carroll W. Suggs 1996 $317,384 $13,327 23,200 $123,042(4)(5) Chairman of the Board, 1995 317,384 6,058 0 60,090(4)(5) President and Chief 1994 308,271 0 0 10,023(4) Executive Officer Ben Schrick 1996 197,291 8,851 11,600 5,261 Executive Vice 1995 109,785 4,023 0 3,276 President and Chief 1994 105,762 0 9,000 3,165 Operating Officer John H. Untereker 1996 199,046 8,580 11,600 5,591 Vice President and 1995 203,607 3,900 0 4,500 Chief Financial 1994 200,978 0 6,000 6,021 Officer Robert D. Cummiskey, Jr. 1996 106,204 4,409 5,800 5,838 Vice President of 1995 106,538 2,004 0 3,126 Risk Management and 1994 103,393 0 6,000 3,094 Secretary
_____________________ (1) Represents a cash bonus of two weeks and one day of base pay for 1996 and one week of base pay for 1995, pursuant to programs in which all eligible employees of the Company participated. (2) For additional information, please refer to the two tables below. (3) Unless otherwise indicated, reflects amounts paid by PHI on behalf of the named executive officer pursuant to the PHI 401(k) Retirement Plan. (4) Includes directors fees of $13,600, $2,400 and $3,000 in 1996, 1995 and 1994, respectively. (5) Includes life insurance premiums for the benefit of Mrs. Suggs of $105,000 in 1996 and $53,190 in 1995. _____________________ 1996 Stock Option Grants The following table contains information concerning the grant of stock options to the named executive officers during the fiscal year ended April 30, 1996.
Potential Realizable Value No. of % of Total of Options at Shares Options Assumed Annual Underlying Granted to Rate of Stock Options Employees in Exercise Expiration Price Appreciation Name Granted(1) Fiscal 1996(2) Price Date For Option Term -------- ---------- -------------- --------- ---------- ------------------ 5% 10% ------------------ Carroll W. Suggs 23,200 16.7% $9.75 May 31, 2005 $142,256 $360,505 Ben Schrick 11,600 8.3% $8.50 May 31, 2005 62,020 157,143 John H. Untereker 11,600 8.3% $8.50 May 31, 2005 62,020 157,143 Robert D. Cummiskey, Jr. 5,800 4.2% $8.50 May 31, 2005 31,010 78,571
_____________________ (1) All options were awarded at the fair market value of the securities underlying the options on the effective date of grant. A portion of these options vested on July 30, 1996 based upon predetermined 1996 financial goals and individual performance standards. Options held by Mrs. Suggs and Messrs. Schrick, Untereker and Cummiskey vested as to 20,480, 10,150, 8,240 and 4,920 shares, respectively. One-half of these vested options became exercisable on July 31, 1996, and the remaining one-half will become exercisable on July 31, 1997. (2) Percentages listed in this column represent the percentage of all options to acquire PHI Common Stock, both Voting and Non-Voting, granted to all PHI employees during the year ended April 30, 1996. Only Mrs. Suggs was awarded options to acquire Voting Common Stock in fiscal 1996. Messrs. Schrick, Untereker and Cummiskey were awarded 10%, 10% and 5%, respectively, of the options to acquire Non-Voting Common Stock granted to PHI employees in fiscal 1996. _____________________ Option Exercises and Holdings The following table contains information with respect to the named executive officers concerning the exercise of options during fiscal 1996 and unexercised options held as of April 30, 1996.
Value of Unexercised Shares Number of Unexercised in-the-Money Options at Acquired Value Options at April 30, 1996 April 30, 1996(1) Name on Exercise Realized -------------------------- ------------------ ---- ----------- -------- Exercisable Unexercisable Exercisable Unexercisable ----------- ------------- ----------- ------------- Carroll W. Suggs 0 0 0 23,200(2)(3) 0 $105,792 Ben Schrick 0 0 6,000(4) 14,600(3)(4) 0 66,700 John H. Untereker 10,000(5) $40,000 0 5,000(2) 0 21,550 0 0 0 11,600(3)(4) 0 66,700 Robert D. Cummiskey, Jr. 0 0 4,000(4) 7,800(3)(4) 0 33,350
_____________________ (1) Reflects the difference between the average of the bid and asked prices of the Common Stock on April 30, 1996 and the respective exercise prices of the options. (2) Options to acquire Voting Common Stock. (3) Options held by Mrs. Suggs and Messrs. Schrick, Untereker and Cummiskey vested as to 20,480, 10,150, 8,240 and 4,920 shares, respectively, on July 31, 1996 based upon certain 1996 financial goals and individual performance standards. (4) Options to acquire Non-Voting Common Stock. (5) Voting Common Stock _____________________ Supplemental Executive Retirement Plan PHI maintains a supplemental executive retirement plan ("SERP") to supplement the retirement benefits otherwise available to PHI's officers and certain key employees pursuant to the PHI 401(k) Retirement Plan. The SERP provides an annual benefit, generally equivalent to 35% of each such participant's salary at the date of adoption in 1994 up to $200,000 of salary plus 50% of such salary in excess of $200,000, for a period of 15 years following retirement at age 65 or older. Similar benefits are also provided upon death or disability of the participant. The estimated annual benefits payable upon retirement at normal retirement age for Mrs. Suggs and Messrs. Schrick, Untereker and Cummiskey are $123,500, $36,000, $67,400, and $34,400, respectively. Employment Agreement Mr. Untereker and PHI entered into an agreement in July 1992 pursuant to which PHI agreed to pay Mr. Untereker an amount equal to his base salary for six months and certain relocation expenses in the event of the termination of his employment. PHI also agreed to pay Mr. Untereker an amount equal to his annual cash compensation for the most recent fiscal year in the event of termination due to a change in control of PHI during the first five years of his employment. Compensation Committee Interlocks and Insider Participation The Compensation Committee is composed of Leonard M. Horner and Robert G. Lambert. Neither member of the Compensation Committee has ever been an officer or employee of PHI or any of its subsidiaries. During fiscal 1996, PHI paid Aviall, Inc. ("Aviall") approximately $2.4 million for parts and component repair services. Mr. Lambert, a member of the Compensation Committee and director of PHI since 1994, has been the Chairman of the Board of Directors of Aviall since December 1993 and its Chief Executive Officer since December 1995. The Compensation Committee's Report on Executive Compensation General. The functions of the Compensation Committee are to determine compensation paid to officers and key employees and to administer the 1992 Non-Qualified Stock Option and Stock Appreciation Rights Plan and the 1995 Incentive Compensation Plan. The Compensation Committee is composed entirely of Board members who are not employees of PHI. The Compensation Committee retained an outside consultant in fiscal 1993 to assist it in obtaining relevant information on pay practices at comparable organizations, and in fiscal 1993 and 1996 to assist in developing compensation programs that are consistent with the Compensation Committee's compensation philosophy and objectives. The Compensation Committee's overall policy regarding executive compensation is to ensure PHI's compensation programs will provide competitive salary levels and short-term and long-term incentives in order to attract and retain individuals of high quality and ability, promote individual recognition for favorable performance by PHI and support the short and long range business objectives and strategies of PHI. Under the Omnibus Budget Reconciliation Act ("OBRA"), which was enacted in 1993, publicly held companies may be prohibited from deducting as an expense for federal income tax purposes total compensation in excess of $1 million paid to certain executive officers in a single year. However, OBRA provides an exception for "performance based" compensation, including stock options such as those granted to PHI executive officers and other key employees in May 1995. The Compensation Committee expects to keep "non- performance based" compensation within the $1 million limit so that all executive compensation will be fully deductible. The Company's executive compensation consists of two principal components: salary and stock based compensation. Salary. In fiscal 1993, an outside consultant was retained primarily to develop a range of salaries consistent with salaries paid for similar positions at comparable publicly-held companies. For these purposes, a sample of companies was selected from the oilfield services industry based on total revenues and number of employees. Salaries paid by certain companies that are included in the Oil and Gas Field Services Index in the graph set forth under the heading "Performance Graph" were among those considered. Because certain of these companies had either revenues or total employees substantially exceeding those of PHI, salaries of PHI executives were set at the lower end of the ranges. In fiscal 1996, compensation decisions were made by the Chief Executive Officer and the Compensation Committee, except in the case of the Chief Executive Officer, whose performance was evaluated, and salary established, by the Compensation Committee. Short-term performance incentives were provided pursuant to PHI's Target Incentive Plan, which provides cash bonuses to all eligible employees, including executive officers, to the extent that predesignated pretax earnings goals are achieved. A bonus of two weeks and one day of base salary was paid to each eligible employee of PHI, including the executive officers, following fiscal 1996, based upon the achievement of these goals during fiscal 1996. With limited exception base salaries were held essentially constant in fiscal 1996. Mr. Schrick's 1996 salary increase reflects the additional responsibilities assumed by Mr. Schrick as Chief Operating Officer and the results of the survey of the salary levels of Chief Operating Officers of comparable publicly-held companies described above. Stock Option Grants. In fiscal 1996 performance based stock options were granted to provide an additional short-term incentive, to promote a longer term perspective and commitment by executives, and to maximize shareholder value by linking the financial interests of management and shareholders. The number of options granted to each executive officer was based upon the officer's salary level and responsibilities. These options vested on July 30, 1996 based 20% upon fiscal 1996 individual performance and 80% upon the extent to which designated company-wide, and in certain cases, business unit, operating income goals for fiscal 1996 were met. Compensation of the Chief Executive Officer. Mrs. Suggs' fiscal 1996 salary did not increase. Her bonus for 1996 under the PHI Target Incentive Plan was equal to two weeks and one day of base salary, which was the same bonus awarded to all eligible employees, based upon the achievement of designated goals tied to fiscal 1996 pretax earnings. In fiscal 1996, Mrs. Suggs was awarded options to acquire up to 23,200 shares of Voting Common Stock, which vested in July 1996 with respect to 16,480 shares based upon designated fiscal 1996 operating income goals and with respect to 4,000 shares based on her individual performance during fiscal 1996. The Compensation Committee believes that the compensation of the chief executive officer and other executive officers is competitive with or below the comparable companies described more fully above, but is consistent with the Compensation Committee's policy of providing an appropriate balance between short and long range individual and corporate performance. By the Members of the Compensation Committee. Leonard M. Horner, Robert G. Lambert Chairman Performance Graph The following graph compares the cumulative total shareholder return on the Voting Common Stock for the last five years with the cumulative total return on the Russell 2000 Index and the Oil and Gas Field Services Index, assuming the investment of $100 on May 1, 1990, at closing prices on April 30, 1990, and reinvestment of dividends. The Russell 2000 Index consists of a broad range of publicly-traded companies with smaller market capitalizations and is published daily in the Wall Street Journal. The Oil and Gas Field Services Index consists of 41 publicly-held companies in the oil field service industry and is published by Media General Financial Services, Inc. [insert graph here] Cumulative Total Return as of April 30: ----------------------------------------------------- Index 1991(1) 1992 1993 1994 1995 1996 - ----- ---- ---- ---- ---- ---- ---- PHI 100.0 63.5 83.0 56.9 50.2 77.7 Russell 2000 100.0 115.0 130.5 148.0 156.0 204.1 Oil and Gas Field Services Index 100.0 94.5 109.2 96.7 111.8 167.6 _____________________ (1) Management believes that an unsolicited tender offer for the Voting Common Stock and the acquisition by PHI of an aggregate of 633,490 shares of Voting Common Stock at a price of $28.05 per share, both of which occurred in fiscal 1991 and were unrelated to PHI's operating performance, significantly affected the price of Voting Common Stock as of April 30, 1991. _____________________ Item 12. Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information concerning the beneficial ownership of each class of outstanding PHI equity securities as of February 5, 1997 by (a) each director of PHI, (b) each executive officer identified under Item 11. "Executive Compensation" and the heading "Summary of Executive Compensation," and (c) all directors and executive officers of PHI as a group, determined in accordance with Rule 13d-3 of the Securities and Exchange Commission (the "SEC"). Unless otherwise indicated, the equity securities shown are held with sole voting and investment power. Class of PHI Number of Percent Beneficial Owner Common Stock Shares of Class(1) ---------------- ------------ --------- ----------- Directors and Nominees - ---------------------- Carroll W. Suggs Voting 1,434,020(2) 51.3% Non-Voting -- - Leonard M. Horner Voting 500 * Non-Voting 100 * Robert G. Lambert Voting 1,000 * Non-Voting 28 * James W. McFarland Voting 100 * Non-Voting 73 * Bruce N. Whitman Voting 1,000 * Non-Voting -- - Named Executive Officers(3) - --------------------------- Ben Schrick Voting 560 * Non-Voting 14,125(4) * John H. Untereker Voting 5,000(4) * Non-Voting 4,159(4) * Robert D. Cummiskey, Jr. Voting -- - Non-Voting 8,663(4) * All Directors and Executive Officers as a Group - --------------------------- (14 persons) Voting 1,441,620(5) 51.5% Non-Voting 73,556(6) 3.3% _____________________ * Less than one percent. (1) Shares subject to options currently exercisable are deemed to be outstanding for purposes of computing the percent of class owned by such person and by all directors and executive officers as a group. (2) Mrs. Suggs shares voting and investment power over 290,681 of these shares, of which 240,096 shares are held by her as trustee and income beneficiary of trusts for her three children and 50,585 shares are owned by her three children. Includes 10,240 shares that she has the right to acquire pursuant to currently exercisable stock options. See Item 11. "Executive Compensation" and the heading "Option Exercises and Holdings." (3) Information regarding Mrs. Suggs appears in this table under the caption "Directors and Nominees." (4) Includes the following shares that the named individual has the right to acquire pursuant to currently exercisable stock options: Voting Common Stock - Mr. Untereker, 5,000; Non-Voting Common Stock - Mr. Schrick, 14,075, Mr. Untereker, 4,120, and Mr. Cummiskey, 8,460. (5) Includes an aggregate of 15,240 shares which executive officers have the right to acquire pursuant to currently exercisable stock options. (6) Includes an aggregate of 72,809 shares which executive officers have the right to acquire pursuant to currently exercisable stock options. _____________________ The following person was, to PHI's knowledge, the only beneficial owner of more than 5% of either class of the outstanding Common Stock, determined in accordance with Rule 13d-3 of the SEC, other than Carroll W. Suggs, 2121 Airline Highway, Suite 400, Metairie, Louisiana 70001, whose beneficial ownership of the Common Stock is set forth under the foregoing table. Unless otherwise indicated, all shares shown as beneficially owned are held with sole voting and investment power. Class of PHI Number of Percent of Beneficial Owner Common Stock Shares Class(4) ---------------- ------------ ------ -------- David L. Babson & Co., Inc. Voting 250,800(1) 8.96% One Memorial Drive Non-Voting 280,100(2) 12.26% Cambridge, Massachusetts 02142-1300 FMR Corp. Voting 204,300(3) 7.30% 82 Devonshire Street Boston, Massachusetts 02109 _____________________ (1) Includes 89,800 shares beneficially owned with shared power to vote. Based solely on information furnished by David L. Babson & Co., Inc. and contained in a Schedule 13G as of February 7, 1997. (2) Includes 72,500 shares beneficially owned with shared power to vote. Based solely on information furnished by David L. Babson & Co., Inc. and contained in a Schedule 13G as of February 15, 1996. (3) Based solely on information furnished by FMR Corp. and contained in a Schedule 13G as of February 13, 1997. (4) Based on the number of shares outstanding as of February 5, 1997. _____________________ Item 13. Certain Relationships and Related Transactions Aviall routinely provides aviation parts and component repair services to PHI and in fiscal 1996 was paid approximately $2.4 million for these parts and services by PHI. Robert G. Lambert, a director since 1994, is the Chairman of the Board of Directors and Chief Executive Officer of Aviall. FlightSafety International, Inc. ("FlightSafety") provides aviation training to PHI and in fiscal 1996 was paid approximately $105,000 for these services by PHI. Bruce N. Whitman, a director since August 1996, is Executive Vice President and a Director of FlightSafety. During fiscal 1996, PHI paid approximately $84,000 for consulting services to James W. McFarland, a director since July 1996. 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. PETROLEUM HELICOPTERS, INC. DATE: March 7, 1997 By: /s/John H. Untereker --------------------------- John H. Untereker Vice President, Chief Financial Officer and Director -----END PRIVACY-ENHANCED MESSAGE-----