10-K/A 1 d86624a1e10-ka.txt AMENDMENT NO. 1 TO FORM 10-K - FISCAL END 12/31/00 1 ================================================================================ 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 DECEMBER 31, 2000 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 INCORPORATION OR (I.R.S. EMPLOYER ORGANIZATION) IDENTIFICATION NO.) 2121 AIRLINE DRIVE, 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. [ ] The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of March 16, 2001 was $50,431,494 based upon the last sales price of the Common Stock on March 16, 2001, as reported on NASDAQ. The number of shares outstanding of each of the registrant's classes of common stock, as of February 28, 2001 was: Voting Common Stock..................................2,793,386 shares. Non-Voting Common Stock..............................2,404,715 shares. DOCUMENTS INCORPORATED BY REFERENCE NONE ================================================================================ 2 The undersigned registrant hereby amends Items 10 through 14 of its annual report on Form 10-K for the fiscal year ended on December 31, 2000, as follows: PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Set forth below is the name and certain information regarding each of PHI's directors. Each of the directors will serve until the next annual meeting and until their successors are duly elected and qualified. CARROLL W. SUGGS, 62, has been Chairman of the Board of Directors since 1990. She also has been Chief Executive Officer since 1992 and held the offices of President from 1994 until September 2000. Mrs. Suggs is currently a member of the Board of Directors Whitney Holding Corporation and Global Marine, Inc. ARTHUR J. BREAULT, JR., 61, joined the Board of Directors of the Company in 1999. He is a tax lawyer and consultant. In 1995, Mr. Breault retired from Deloitte & Touche, LLP where he was a partner for more than 16 years concentrating in tax matters. LEONARD M. HORNER, 74, joined the Board of Directors of the Company in 1992. Mr. Horner served in various capacities, including Chairman, President, Executive Vice President, Senior Vice President Marketing and Programs, and Vice President - Operations with helicopter manufacturer Bell Helicopter Textron, Inc. from 1974 to 1991. JAMES E. LIVINGSTON, 61, joined the Board of Directors of the Company in July 2000. He is retired Major General of the United States Marine Corps. Prior to his retirement in 1995, Major General Livingston's last assignment was as Commander of the Marine Forces Reserve in New Orleans, Louisiana. He has several decorations including the Congressional Medal of Honor. Major General Livingston is a partner in Columbus General Properties, L.L.C., Executive Vice President of Columbus Properties, L. P., and also serves on several business and volunteer boards. JAMES W. MCFARLAND, 55, joined the Board of Directors of the Company in 1996. He has been Dean of A. B. Freeman School of Business, Tulane University since 1988. Dean McFarland is also a director of Sizeler Property Investors, Inc. and Stewart Enterprises, Inc. THOMAS H. MURPHY, 46, joined the Board of Directors of the Company in 1999. He has been a member of the oil and gas production and investment company, Murco Oil & Gas, LLC since 1998. For more than five years prior to 1998, Mr. Murphy was President of Murco Drilling Corporation, a U.S. onshore oil and gas drilling contractor. BRUCE N. WHITMAN, 67, joined the Board of Directors of the Company in 1996. He is Executive Vice President and Director, Flight Safety Boeing Training International, LLP, an aviation and marine training company. Mr. Whitman is also a director of Aviall, Inc., Flight Safety Boeing Training International, LLC, and Megadata Corp. Information concerning Executive Officers is included as Item 4. (a) "Executive Officers of the Registrant." ITEM 11. EXECUTIVE COMPENSATION In 1999, PHI changed its fiscal year from one ending on April 30 to one ending on December 31. The eight month transition period from May 1, 1999, to December 31, 1999, is referred to herein as the "Transition Period" or "TP." 3 Executive Officers The following table summarizes, for the year ended December 31, 2000 ("FY00"), the Transition Period, and the years ended April 30, 1999 ("FY99") and 1998 ("FY98"), the compensation of PHI's Chief Executive Officer and of certain other executive officers of PHI whose annual compensation was in excess of $100,000, in all capacities in which they served.
Annual Compensation Long Term Compensation ------------------------------------- ------------------------- Other Annual Restricted Securities All Other Name and Principal Compen- Stock Underlying Compensation Position Year Salary($) Bonus ($) sation ($)(1) Awards ($)(2) Options (#) ($)(3) ------------------------------- ----- --------- --------- ------------- ------------- ----------- ------------ Carroll W. Suggs .............. FY00 327,600 -- 17,249 -- -- 107,892 Chairman of the Board TP 214,000 -- 16,000 -- 30,000 153,547 and Chief Executive FY99 331,738 -- 20,000 -- 4,000 100,288 Officer FY98 321,738 9,271 16,000 -- -- 109,800 William P. Sorenson ........... FY00 150,000 -- -- -- -- 9,484 Director of International, TP 98,007 -- -- -- 10,000 4,963 Aeromedical, and FY99 126,807 -- -- -- -- 3,961 Technical Services FY98 93,586 2,714 -- 4,640 -- 2,757 Michael J. McCann (4) ......... FY00 175,000 -- -- -- -- 10,093 Chief Financial Officer TP 114,424 -- -- -- 10,000 5,270 and Treasurer FY99 84,138 -- -- -- 15,000 2,422 FY98 N/A N/A N/A N/A N/A N/A Richard A. Rovinelli (5) ...... FY00 150,000 -- 900 -- -- 8,220 Chief Administrative TP 79,615 -- 7,200 -- 12,500 2,350 Officer and Director of FY99 27,692 -- 7,700 -- -- 93 Human Resources FY98 N/A N/A N/A N/A N/A N/A Michael C. Hurst .............. FY00 120,000 100 -- -- -- 7,635 Chief Pilot TP 78,461 1,250 -- -- 5,000 2,670 FY99 114,956 2,608 -- 8,960 -- 3,179 FY98 86,183 5,100 -- -- -- 2,674 Ben Schrick (6) ............... FY00 217,516 -- -- -- -- 228,383 Chief Operating Officer TP 142,246 -- -- -- 10,000 5,321 FY99 219,138 -- -- -- -- 4,993 FY98 210,631 6,157 -- 31,560 -- 4,800 Kenneth A. Townsend ........... FY00 145,000 -- -- -- -- 9,610 General Manager, TP 94,808 -- -- -- 7,500 4,852 Domestic Oil & Gas FY99 133,867 -- -- -- -- 4,145 Aviation Services FY98 89,047 2,714 -- 15,780 -- 2,577
---------- (1) Amounts shown for all periods presented include the following: Mrs. Suggs - includes directors fees of $16,620, $16,000, $20,000, and $16,000 for FY00, TP, FY99, and FY98, respectively; Mr. Rovinelli - represents a housing subsidy/relocation allowance for all years presented. (2) Based on the closing price of the Company's Common Stock on the date of grant. On December 31, 2000, the aggregate number of restricted non-voting shares held by Messrs. Sorenson, Hurst, Schrick, and Townsend was 232, 448, 1,578, and 789, respectively, and the aggregate value of such shares and held by each based upon the $12.4844 market value per share on December 31, 2000, was $2,896, $5,593, $19,700, and 9,850, respectively. The Company does not currently pay dividends on Common Stock; however, it would pay dividends on the restricted stock should its dividend policy change. (3) For each year, includes the aggregate value of matching Company contributions and allocations to the Company's 401(k) plan, and the value of term life insurance coverage provided. During FY00, matching contributions and allocations to the Company's 401(k) plan were credited to the accounts of: Mrs. Suggs - $10,590; Mr. Sorenson - $9,208; Mr. McCann - $9,748; Mr. Rovinelli - $7,944; Mr. Hurst - $7,442; Mr. Schrick - $9,948; and Mr. Townsend - $8,858. Also during FY00, the value of term life insurance premiums paid or reimbursed by the Company was: Mrs. Suggs - $97,302; Mr. Sorenson - $276; Mr. McCann - $345; Mr. Rovinelli - $276; Mr. Hurst - $193; Mr. Schrick - $867; and Mr. Townsend - $752. For Mr. Schrick, amount shown also includes $217,568 payable in 24 monthly installments beginning May 1, 2001 pursuant to a separation agreement with him. (4) Mr. McCann joined the Company in November 1998. (5) Mr. Rovinelli joined the Company in February 1999. (6) Mr. Schrick resigned his position of Chief Operating Officer in January 2001 and retired from the Company on March 31, 2001. 4 The table below sets forth the value of outstanding options at December 31, 2000, held by the Named Executives. No options were exercised by any of them during the year ended December 31, 2000.
Number of Securities Underlying Value of Unexercised Unexercised In-the-Money Options at Options at Period End (#) Period End ($)(*) -------------- -------------------- Exercisable/ Exercisable/ Unexercisable Unexercisable -------------- ------------------- Carroll W. Suggs............. 35,980/22,500 66,241/-- William P. Sorenson.......... 6,845/7,500 17,312/-- Michael J. McCann............ 8,500/16,500 --/-- Richard A. Rovinelli......... 3,125/9,375 --/-- Michael C. Hurst ............ 6,370/3,750 20,400/-- Ben Schrick ................. 20,150/-- 40,442/-- Kenneth A. Townsend ......... 6,928/5,625 20,133/--
---------- (*) Based on the difference between the closing sale price of the Common Stock on December 31, 2000, and the exercise price 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 33 1/2% of each such participant's salary at the date she or he became a participant 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. During 2000, the Company's board of directors amended the plan to provide for partial vesting. The estimated annual benefits payable upon retirement at normal retirement age for Mrs. Suggs and Messrs. Sorenson, McCann, Rovinelli, Hurst, and Townsend are $123,500, $30,400, $58,200, $40,000, $21,100, and $41,300, respectively. Mrs. Suggs is 10% vested in her annual benefit and Mr. Townsend is 20% vested in his annual benefit. In January 2001, the Company entered into an agreement with Mr. Schrick whereby he will receive annual benefits of $35,300 beginning January 1, 2002. Effective September 1, 2000, Mr. Lance F. Bospflug was employed as the Company's President under an agreement pursuant to which his annual base salary is $275,000. Upon his employment, Mr. Bospflug was awarded 20,000 shares of restricted non-voting stock vesting in annual 5,000 share increments beginning September 1, 2001, and options for up to 150,000 shares of non-voting stock exercisable at $11.06 per share (the fair market value on the date of grant) vesting in 25% increments beginning September 1, 2001. Directors Each director receives an annual fee of $12,000 payable, in the case of non-officer directors, in PHI Non-Voting Common Stock ("Non-Voting Stock") and a fee of $1,000 for each Board or Committee meeting he or she attends. The PHI Directors Stock Compensation Plan permits each non-officer Director to elect annually to defer the receipt of all or a portion of the fees otherwise payable to him. The amount of deferred fees, other than deferred stock, bears interest at a rate equal to PHI's borrowing costs. The Plan also provides that options are automatically granted on the annual stockholders meeting date to each non-officer director to purchase up to 2,000 shares of 5 Non-Voting Stock at the fair market value on the date of grant. No option will be exercisable more than ten years from the date of grant. A period of two years continuous service on the Board is necessary before an option will become exercisable. Compensation Committee Interlocks and Insider Participation in Compensation Decisions The Compensation Committee is composed of Bruce N. Whitman, James W. McFarland, Arthur J. Breault, Jr., and James E Livingston. No member of the Compensation Committee has ever been an officer or employee of PHI or any of its subsidiaries. During 2000, PHI paid Aviall, Inc. approximately $400,000 for parts and component repair services, not including amounts paid to Aviall as distributor for Allison Rolls Royce manufactured engines and components; and paid Flight Safety Boeing Training International, L.L.P. ("FlightSafety"), approximately $628,000 for pilot training services. Mr. Bruce N. Whitman, a member of the Compensation Committee and a director of PHI since 1996, is a director of Aviall and a director and an Executive Vice President of Flight Safety. During the year ended December 31, 2000, PHI paid approximately $39,500 for consulting services to James McFarland, Chairman of the Compensation Committee and a director since July 1996. 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 April 1, 2001 by (a) each director of PHI, (b) each executive officer identified under the heading "Executive Compensation and Certain Transactions - Summary of Executive Compensation" ("Named Executive Officers") 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 securities shown are held with sole voting and investment power. 6
SHARES OWNED BENEFICIALLY CLASS OF PHI -------------------------------- COMMON NUMBER PERCENT NAME STOCK (1)(3)(4) OF CLASS ---- ------------ ------------- -------- Carroll W. Suggs ............................... Voting 1,459,760 (2) 51.6 Non-Voting -- * Arthur J. Breault, Jr. ......................... Voting -- * Non-Voting 1,824 * Leonard M. Horner............................... Voting 500 * Non-Voting 3,924 * James E. Livingston............................. Voting 1,000 * Non-Voting 1,000 * James W. McFarland ............................. Voting 105 * Non-Voting 5,897 * Thomas H. Murphy ............................... Voting 3,100 * Non-Voting 1,924 * Bruce N. Whitman................................ Voting 1,000 * Non-Voting 3,824 * William P. Sorenson ............................ Voting -- * Non-Voting 7,726 * Michael J. McCann............................... Voting -- * Non-Voting 8,500 * Richard A. Rovinelli ........................... Voting -- * Non-Voting 3,125 * Michael C. Hurst ............................... Voting -- * Non-Voting 7,115 * Ben Schrick .................................... Voting -- * Non-Voting 15,124 * Kenneth A. Townsend ............................ Voting -- * Non-Voting 8,372 * All directors and executive officers as a group (18 persons) ................................ Voting 1,465,465 51.8 Non-Voting 110,529 4.5
---------- * Less than one percent. (1) Includes shares issuable upon exercise of stock options exercisable within 60 days as follows: Mrs. Suggs - 35,980 voting shares; Mr. Horner - 2,000 non-voting shares; Dean McFarland - 2,000 non-voting shares; Mr. Whitman - 2,000 non-voting shares; Mr. Sorenson - 6,845 non-voting shares; Mr. McCann - 8,500 non-voting shares; Mr. Rovinelli - 3,125 non-voting shares; Mr. Hurst - 6,370 non-voting shares; Mr. Schrick - 12,650 non-voting shares; Mr. Townsend - 6,928 non-voting shares; and all directors and executive officers as a group - 35,980 voting shares and 69,761 non-voting shares. 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) Includes 1,423,780 shares held by the Suggs Family Partnership, LLC, of which Mrs. Suggs is the sole manager. (3) Includes the following non-voting shares allocated to director accounts under the PHI Director Stock Compensation Plan: Arthur Breault, 1,824 shares; Dean McFarland, 1,824 shares; Mr. Murphy, 1,824 shares; and Mr. Whitman, 1,824 shares. Deferred shares issued under the director plan 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. (4) Includes the following restricted non-voting shares: Mr. Sorenson - 232 shares; Mr. Hurst - 448 shares; Mr. Schrick - 1,578 shares; Mr. Townsend - 789 shares; and all directors and executive officers as a group - 24,732 shares. The following, to PHI's knowledge, are the only beneficial owners of more than 5% of each of the outstanding Voting Stock and Non-Voting 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 Voting Stock is shown under the heading "Stock Ownership of 7 Directors and Executive Officers." Unless otherwise indicated, all shares shown as beneficially owned are held with sole voting power, where applicable, and investment power.
Common Number of Percent of Beneficial Owner Stock Shares (1) Class ---------------- ------ ---------- ---------- Woodbourne Partners, L.P Voting 200,300(2) 7.2% 200 N. Broadway, Suite 825 Non-Voting 390,500(2) 16.2% St. Louis MO 63102 Strong Capital Management, Inc. Non-Voting 195,800 8.1% 100 Heritage Reserve Menomonee Falls WI 53051 FMR Corp. Voting 211,200(3) 7.6% 82 Devonshire Street Boston MA 02109 First Union Corporation Voting 163,500 5.9% One First Union Center Charlotte NC 28288-0137 Westport Asset Management, Inc. Non-Voting 127,600(3) 5.3% 253 Riverside Avenue Westport CT 06880
---------- (1) Based solely on information furnished in Schedule 13G filed with the SEC by such persons. (2) Voting power, where applicable, and investment power disclaimed. Sole voting power, where applicable, and investment power held by Clayton Management Company, general partner of Woodbourne. (3) Shared voting and investment power. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During 2000, PHI paid Aviall, Inc. approximately $400,000 for parts and component repair services, not including amounts paid to Aviall as distributor for Allison Rolls Royce manufactured engines and components; and paid Flight Safety Boeing Training International, L.L.P. ("FlightSafety"), approximately $628,000 for pilot training services. Mr. Bruce N. Whitman, a member of the Compensation Committee and a director of PHI since 1996, is a director of Aviall and a director and an Executive Vice President of Flight Safety. During the year ended December 31, 2000, PHI paid approximately $39,500 for consulting services to James McFarland, a director since July 1996. 8 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K 10.22 Employment letter agreement between PHI and Lance F. Bospflug dated August 24, 2000. 9 SIGNATURES Pursuant to the requirements 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. April 15, 2001 By: /s/ Michael J. McCann Michael J. McCann Chief Financial Officer and Treasurer 10 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION ------- ----------- 10.22 Employment letter agreement between PHI and Lance F. Bospflug dated August 24, 2000.