0000950134-01-504456.txt : 20011018
0000950134-01-504456.hdr.sgml : 20011018
ACCESSION NUMBER: 0000950134-01-504456
CONFORMED SUBMISSION TYPE: DEF 14A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20010917
FILED AS OF DATE: 20010730
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: OFFSHORE LOGISTICS INC
CENTRAL INDEX KEY: 0000073887
STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522]
IRS NUMBER: 720679819
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: DEF 14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-05232
FILM NUMBER: 1693033
BUSINESS ADDRESS:
STREET 1: 224 RUE DE JEAN
STREET 2: PO BOX 5C
CITY: LAFAYETTE
STATE: LA
ZIP: 70505
BUSINESS PHONE: 3182331221
MAIL ADDRESS:
STREET 1: 224 RUE DE JEAN 70508
STREET 2: PO BOX 5C
CITY: LAFAYETTE
STATE: LA
ZIP: 70505
DEF 14A
1
d89312ddef14a.txt
DEFINITIVE PROXY STATEMENT
1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
Offshore Logistics, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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2
[OFFSHORE LOGISTICS, INC, LOGO ]
OFFSHORE LOGISTICS, INC.
POST OFFICE BOX 5-C
LAFAYETTE, LOUISIANA 70505
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of Offshore Logistics, Inc. (the
"Company") will be held at the Four Seasons Hotel, Houston, Texas on Monday,
September 17, 2001, at 3:00 p.m. for the following purposes:
1. To elect directors to serve until the next Annual Meeting of
the Stockholders and until their successors are chosen and
have qualified;
2. To vote on a proposal to approve an amendment to the Offshore
Logistics, Inc. Nonqualified Stock Option Plan for Nonemployee
Directors;
3. To transact such other business as may properly come before
the meeting and any postponements or adjournments thereof.
The Board of Directors has fixed the close of business on August 1,
2001, as the record date for determination of stockholders entitled to notice of
and to vote at the meeting.
STOCKHOLDERS WHO DO NOT ELECT TO ATTEND IN PERSON ARE REQUESTED TO FILL
IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD USING THE ENCLOSED
SELF-ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
By Order of the Board of Directors
/s/ H. Eddy Dupuis
H. Eddy Dupuis
Secretary
Lafayette, Louisiana
August 8, 2001
3
OFFSHORE LOGISTICS, INC.
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 17, 2001
SOLICITATION OF PROXIES
The accompanying Proxy is solicited by the Board of Directors of
Offshore Logistics, Inc., 224 Rue de Jean, Lafayette, Louisiana 70508 (the
"Company") for use at the Annual Meeting of Stockholders to be held September
17, 2001, and any adjournments thereof.
All Proxies in the enclosed form that are properly executed and
returned to the Company prior to the Annual Meeting will be voted at the Annual
Meeting, and any adjournments thereof, as specified by the stockholders in the
Proxy or, if not specified, as set forth herein.
The stockholder has the power to revoke such Proxy at any time before
it is exercised, either by giving written notice to the Secretary of the
Company, by executing and delivering a later-dated proxy or by voting in person
at the Annual Meeting.
This Proxy Statement and the enclosed Proxy are being mailed on
approximately August 8, 2001.
VOTING SECURITIES OUTSTANDING
At the close of business on July 24, 2001, the Company had outstanding
21,892,421 shares of Common Stock. Each such outstanding share is entitled to
one vote. Only holders of record of Common Stock at the close of business on
August 1, 2001, the record date for the Annual Meeting, are entitled to vote at
the meeting and any adjournments thereof.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
HOLDINGS OF PRINCIPAL STOCKHOLDERS
The following table shows as of July 24, 2001, certain information with
respect to beneficial ownership of the Company's Common Stock by any person
known by the Company to be the beneficial owner of more than five percent of any
class of voting securities of the Company.
AMOUNT
BENEFICIALLY TITLE PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED OF CLASS OF CLASS (1)
------------------------------------ ------------ -------- ------------
Caledonia Industrial & Services Limited
Cayzer House, 1 Thomas More Street
London, England E1 9AR.................................. 1,752,754(2) Common 8.0%
Neuberger Berman, Inc.
605 Third Avenue
New York, NY 10158-3698................................. 1,376,627(3) Common 6.3%
Dimensional Fund Advisors
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401.................................. 1,514,000(4) Common 6.9%
Systematic Financial Management LP
Glenpointe East, 7th Floor
300 Frank W Burr Boulevard
Teaneck, NJ 07666....................................... 1,432,639(5) Common 6.5%
----------
1
4
(1) Percentage of the Common Stock of the Company outstanding as of July
24, 2001.
(2) According to a Schedule 13D/A dated October 5, 2000, filed by (i)
Caledonia Industrial & Services Limited ("CIS") as the direct
beneficial owner of 1,752,754 of such shares of Common Stock; (ii)
Caledonia Investments plc ("Caldeonia") as an indirect beneficial owner
given that Caledonia is the holder of all of the outstanding capital
stock of CIS; (iii) The Cayzer Trust Company Limited ("Cayzer Trust")
as an indirect beneficial owner given that its direct holdings of the
securities of Caledonia represent indirect holdings of the stock of
CIS; and (iv) Sterling Industries PLC ("Sterling") which, as of March
31, 2000, is no longer an indirect beneficial given that it has no
direct voting holdings of Caledonia, the foregoing shares of Common
Stock include 452,754 shares of Common Stock that may be acquired upon
conversion of $10,350,000 of the Company's 6% Convertible Subordinated
Notes due 2003 at an assumed conversion price of $22.86 per share ("6%
Notes").
(3) According to a Schedule 13G/A dated February 2, 2001, filed with the
Securities and Exchange Commission, Neuberger Berman, Inc. has sole
voting power with respect to 600,027 of such shares of Common Stock,
shared dispositive power with respect to 1,376,627 of such shares of
Common Stock, and beneficially owns 1,376,627 of such shares of Common
Stock.
(4) According to a Schedule 13G dated February 2, 2001, filed with the
Securities and Exchange Commission, Dimensional Fund Advisors has sole
voting power, sole dispositive power and beneficially owns 1,514,100 of
such shares of Common Stock.
(5) According to a Schedule 13F dated May 14, 2001, filed with the
Securities and Exchange Commission, Systematic Financial Management LP
has sole voting power, sole investment power and beneficially owns
1,432,639 of such shares of Common Stock.
HOLDINGS OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
The following table shows as of July 24, 2001, certain information with
respect to beneficial ownership of the Company's Common Stock by (i) each
director or nominee, (ii) each of the executive officers named in the Summary
Compensation Table on page 6 of this Proxy Statement, and (iii) all of the
Company's directors and executive officers as a group:
AMOUNT
BENEFICIALLY TITLE PERCENT
NAME OF BENEFICIAL OWNER OWNED (1) OF CLASS OF CLASS (2)
------------------------ --------- -------- ------------
Hans J. Albert.............................. 37,374 Common *
Peter N. Buckley............................ 1,760,754 (3) Common 8.0%
Jonathan H. Cartwright...................... 1,760,754 (3) Common 8.0%
Louis F. Crane.............................. 144,000 Common *
Gene Graves................................. 37,832 Common *
David M. Johnson............................ 38,000 Common *
Kenneth M. Jones............................ 23,500 Common *
Drury A. Milke.............................. 44,502 Common *
Harry C. Sager ............................. 16,000 Common *
George M. Small............................. 68,347 Common *
Robert W. Waldrup........................... 10,000 Common *
Howard Wolf................................. 12,490 Common *
All Directors, Nominees and Executive
Officers as a Group (19 persons) (3) (4)... 2,302,400 Common 10.5%
----------------
* Less than 1%.
2
5
(1) Based on information as of July 24, 2001, supplied by directors and
executive officers. Unless otherwise indicated, all shares are held by
the named individuals with sole voting and investment power. Stock
ownership described in the table includes for each of the following
directors or executive officers options to purchase within 60 days
after July 24, 2001, the number of shares of Common Stock indicated
after such director's or executive officer's name: Hans J. Albert -
32,500 shares; Peter N. Buckley - 8,000 shares; Jonathan H. Cartwright
- 8,000 shares; Louis F. Crane - 126,000 shares; Gene Graves - 15,000
shares; David M. Johnson - 24,000 shares; Kenneth M. Jones - 21,000
shares; Drury A. Milke - 35,000 shares; Harry C. Sager - 14,000 shares;
George M. Small - 50,000 shares and Howard Wolf - 10,000 shares, and
the following number of shares of Common Stock which were vested at the
fiscal year ended March 31, 2001, under the Company's Employee Savings
and Retirement Plan (the "401(k) Plan"), based on the 401(k) Plan
statement dated March 31, 2001: Hans J. Albert - 3,735 shares; Gene
Graves - 9,663 shares; Drury A. Milke - 7,087 shares and George M.
Small - 11,509 shares. Shares held in the 40l(k) Plan are voted by the
trustee.
(2) Percentages of the Common Stock of the Company outstanding as of July
24, 2001.
(3) Because of the relationship of Messrs. Buckley and Cartwright to CIS,
Messrs. Buckley and Cartwright may be deemed indirect beneficial owners
of the securities of the Company owned by CIS (see "Holdings of
Principal Stockholders"). Pursuant to Rule 16a-1(a)(3), both Mr.
Buckley and Mr. Cartwright are reporting indirect beneficial ownership
of the entire amount of securities of the Company owned by CIS. Messrs.
Buckley and Cartwright disclaim beneficial ownership of the securities
owned by CIS.
(4) Including 434,500 shares, which may be acquired within 60 days of July
24, 2001 upon exercise of options.
PROPOSALS AND DIRECTOR NOMINATIONS BY
STOCKHOLDERS FOR THE 2002 ANNUAL MEETING
Any proposal by a stockholder intended to be considered for inclusion
in the Company's proxy materials for the Company's 2002 Annual Meeting (the
"Annual Meeting") must be received at the Company's office not less than 120
days prior to August 8, 2002. Therefore, any such proposal related to the Annual
Meeting should be received by April 10, 2002, for consideration for inclusion in
the Company's Proxy Statement and form of Proxy related to the meeting.
In addition, the Company's By-laws provide that any stockholder wishing
to nominate a candidate for director or propose other business at the Annual
Meeting must give the Company advance written notice. In general, written notice
must be received by the Secretary of the Company not less than 60 days, nor more
than 90 days, prior to the first anniversary of the preceding year's annual
meeting and must contain certain specified information concerning the person to
be nominated or the matters to be brought before the meeting, as well as certain
information concerning the stockholder submitting the nomination or proposal.
All such nominations or proposals must be addressed to the Secretary of the
Company at 224 Rue de Jean, Lafayette, Louisiana 70508. Requests for copies of
the By-laws should also be addressed to the Secretary.
3
6
1. ELECTION OF DIRECTORS
Eight directors are to be elected, each to hold office until his
successor is elected and qualified or until his earlier death, resignation or
removal.
Unless authority to do so is withheld by the stockholder, each Proxy
executed and returned by a stockholder will be voted for the election of the
nominees hereinafter named. Directors of the Company having beneficial ownership
derived from presently existing voting power, as of July 24, 2001, of
approximately 9.5% of the Company's Common Stock have indicated that they intend
to vote for the election of all nominees. If any nominee withdraws or for any
reason is unable to serve as a director, the persons named in the accompanying
Proxy either will vote for such other person as the management of the Company
may nominate or, if the management does not so nominate such other person, will
not vote for anyone to replace the nominee. The management of the Company knows
of no reason that would cause any nominee to be unable to serve as a director or
to refuse to accept nomination or election.
VOTE REQUIRED FOR ELECTION, QUORUM AND TABULATION OF VOTES
Under the Company's By-laws, a majority of the shares of Common Stock
issued and outstanding and entitled to vote at any meeting of stockholders,
present in person or by proxy, constitutes a quorum for the transaction of
business at the meeting. Brokers holding shares for beneficial owners must vote
those shares according to the specific instructions they receive from the
owners. If specific instructions are not received, brokers may vote the shares
in their discretion only as to routine matters. Brokers have discretionary
authority to vote in the election of directors. Absent specific instructions
from the beneficial owner as to non-routine matters, the New York Stock Exchange
precludes its member brokers from voting. The missing votes of non-routine
matters are known as "broker non-votes." For purposes of determining the
presence or absence of a quorum at the Annual Meeting, abstentions and broker
votes on routine matters are counted; thus, broker non-votes are irrelevant for
quorum purposes.
THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST AT THE ANNUAL
MEETING IS REQUIRED FOR THE ELECTION OF EACH NOMINEE. ABSTENTIONS AND BROKER
NON-VOTES ARE NOT COUNTED AS VOTES CAST EITHER FOR OR AGAINST ANY NOMINEE.
The Board of Directors unanimously recommends that the stockholders
vote "FOR" election of the nominees named below.
4
7
INFORMATION CONCERNING NOMINEES
Subject to the foregoing, Proxies will be voted for the election of the
following eight nominees as directors of the Company, each of whom has engaged
in the principal occupation indicated below for at least the past five years:
YEAR FIRST
ELECTED
NOMINEE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE DIRECTOR RESIDENCE AGE
------- -------------------------------------------- ---------- --------- ---
PETER N. BUCKLEY (1)................ Chairman & Chief Executive Officer of 1997 London, 58
Caledonia Investments plc England
JONATHAN H. CARTWRIGHT (1).......... Finance Director of Caledonia Investments plc 1997 London, 47
England
LOUIS F. CRANE...................... Chairman of the Board of Directors of the 1987 New Orleans, 60
Company (October 1997 to Present), Louisiana
Chief Executive Officer of the Company
(September 1999 to Present) and
President of Orleans Capital Management
(November 1991 to Present)
DAVID M. JOHNSON.................... Private Investor, President of Q Services, Inc. 1983 Houston, 63
(October 1997 to Present), Former Executive Texas
Vice President of Weatherford International,
Inc. (December 1991 to January 1994)
KENNETH M. JONES.................... Private Investor 1969 Flat Rock, 68
North Carolina
GEORGE M. SMALL..................... President of the Company (October 1997 1986 Lafayette, 56
to Present) and Chief Operating Officer Louisiana
of the Company (September 1999 to Present)
Prior to October 1997, Vice President,
Chief Financial Officer, Secretary and Treasurer
ROBERT W. WALDRUP (2)............... Private Investor and Employee of Newfield n/a Houston, 57
Exploration Company Texas
HOWARD WOLF......................... Attorney at Law. Chairman of the Board 1986 Austin, 66
of Directors of the Company (September 1986 Texas
to June 30, 1995). Partner, Fulbright &
Jaworski
----------
(1) Peter N. Buckley and Jonathan H. Cartwright, directors and executive
officers of Caledonia Industrial & Services Limited ("CIS"), were
designated by CIS and elected to the Board of Directors of the Company
in February 1997 pursuant to a Master Agreement dated December 12, 1996
among the Company, CIS and certain other persons in connection with the
Company's acquisition of 49% and other substantial interests in Bristow
Aviation Holdings Limited. The Master Agreement provides that so long
as CIS owns (1) at least 1,000,000 shares of Common Stock of the
Company or (2) at least 49% of the total outstanding ordinary shares of
Bristow Aviation Holdings Limited, CIS will have the right to designate
two persons for nomination of the Company's Board of Directors and to
replace any directors so nominated.
(2) Mr. Waldrup was a founding member and served as Vice President of
Operations and on the Board of Directors of Newfield Exploration
Company (1992-2001). Mr. Waldrup currently serves as an advisor to the
President of Newfield Exploration Company. Mr. Waldrup has not
previously served as a director of the Company and is being proposed by
the Board of Directors for election as a director at the Annual
Meeting.
5
8
EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash and non-cash
compensation paid by the Company and its subsidiaries for services rendered
during the last three fiscal years ended March 31, 2001 to the Chief Executive
Officer of the Company and its four other most highly compensated executive
officers.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------ AWARDS(3)
------------------------
SECURITIES
FISCAL OTHER ANNUAL RESTRICTED UNDERLYING ALL OTHER
YEAR BONUS COMPENSATION STOCK OPTIONS/ COMPENSATION
NAME & PRINCIPAL POSITION ENDED SALARY ($) ($)(1) ($)(2) AWARD(s)($) SARS(#) ($)(4)
------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Louis F. Crane ................ 2001 $ 260,000 $ 312,000 $ 0 $ 0 20,000 $ 0
Chairman of the Board and 2000 $ 120,000 $ 56,000 $ 0 $ 0 50,000 $ 0
Chief Executive Officer 1999 $ 120,000 $ 76,000 $ 0 $ 0 50,000 $ 0
George M. Small (5) ........... 2001 $ 250,000 $ 300,000 $ 0 $ 0 20,000 $ 17,700
President and 2000 $ 235,000 $ 35,300 $ 0 $ 0 35,000 $ 16,752
Chief Operating Officer 1999 $ 220,000 $ 66,000 $ 0 $ 0 20,000 $ 17,993
Drury A. Milke (5) ............ 2001 $ 175,000 $ 175,000 $ 0 $ 0 15,000 $ 17,898
Executive Vice President, 2000 $ 167,500 $ 20,900 $ 0 $ 0 25,000 $ 15,483
International Operations 1999 $ 160,000 $ 40,000 $ 0 $ 0 10,000 $ 11,380
Hans J. Albert (5) ............ 2001 $ 180,000 $ 180,000 $ 0 $ 0 15,000 $ 18,117
Executive Vice President, 2000 $ 175,000 $ 21,900 $ 0 $ 0 25,000 $ 15,657
Corporate Development 1999 $ 170,000 $ 40,000 $ 0 $ 0 10,000 $ 12,399
Gene Graves (5) ............... 2001 $ 175,000 $ 175,000 $ 0 $ 0 15,000 $ 28,363
Vice President, Marketing 2000 $ 172,500 $ 21,600 $ 0 $ 0 25,000 $ 25,968
1999 $ 170,000 $ 40,000 $ 0 $ 0 10,000 $ 12,334
----------
(1) Cash bonuses are listed in the fiscal year earned but were paid
partially or entirely in the following fiscal year. Under the terms of
the 1994 Long-Term Management Incentive Plan (the "1994 Plan"), certain
participants may elect to receive all or a portion of their awarded
bonus in the form of restricted stock. These amounts (including the 20%
additional awards in restricted stock provided as a deferral incentive)
are reflected in the "Restricted Stock Award(s)" column, although the
restricted stock awards were not made until the following year.
(2) The stated amounts exclude perquisites and other personal benefits
because the aggregate amounts paid to or for any executive officer as
determined in accordance with the rules of the Securities and Exchange
Commission relating to executive compensation did not exceed the lesser
of $50,000 or 10% of salary and bonus for fiscal 2001, 2000 and 1999.
(3) The Company awarded no restricted stock to these individuals for the
2001, 2000 and 1999 fiscal years. During the 2001, 2000 and 1999 fiscal
years, the Company maintained no long-term incentive plan, as defined
in applicable Securities and Exchange Commission rules. All options
granted to the named executive officers in fiscal 2001, 2000 and 1999
were awarded pursuant to the 1994 Plan.
(4) The stated amounts for Messrs. Small, Milke, Albert and Graves consist
of the Company's contributions made pursuant to the Company's Employee
Savings and Retirement Plan (the "401(k) Plan"), all of which are 100%
vested, and the cost to the Company for premiums on Company-owned life
insurance policies that the Company maintains for certain key
employees. During the fiscal year ended 2001, the expense to the
Company for the life insurance premiums were $7,500; $7,548; $7,617 and
$18,013 for Messrs. Small, Milke, Albert and Graves, respectively, and
the Company's contributions to the 401(k) Plan were $10,200; $10,200;
$10,200 and $10,200 for Messrs. Small, Milke, Albert and Graves,
respectively.
(5) See "Severance and Change-of-Control Agreements".
6
9
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table shows, as to the named executive officers,
information about option/SAR grants during the 2001 fiscal year:
INDIVIDUAL GRANTS
-------------------------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION GRANT DATE
NAME GRANTED (#)(1) FISCAL YEAR ($/SHARE) DATE PRESENT VALUE (2)
---- -------------- ----------- --------- --------- -----------------
Louis F. Crane............. 20,000 7.0% $ 12.44 5/16/2010 $ 121,551
George M. Small............ 20,000 7.0% $ 12.44 5/16/2010 $ 121,551
Drury A. Milke............. 15,000 5.3% $ 12.44 5/16/2010 $ 91,163
Hans J. Albert............. 15,000 5.3% $ 12.44 5/16/2010 $ 91,163
Gene Graves................ 15,000 5.3% $ 12.44 5/16/2010 $ 91,163
--------------------
(1) These awards were made pursuant to the 1994 Plan, have a ten-year term,
have an exercise price equal to the fair market value (as defined in
the 1994 Plan) of the Common Stock on the grant date, and include the
right of the Company to purchase all or any part of the shares of
Common Stock issuable upon exercise of the options by paying to the
optionee an amount, in cash or Common Stock, equal to the excess of the
fair market value of the Company's Common Stock on the effective date
of such purchase over the exercise price per share. Options granted
under the 1994 Plan may be exercised for cash and may also be paid for
by delivering to the Company unrestricted Common Stock already owned by
the optionee or by the Company withholding shares otherwise issuable
upon exercise of the options (or a combination thereof), as well as in
such other manner as may be authorized by the committee administering
the 1994 Plan (the "Committee"). Options under the 1994 Plan also grant
the optionee the right, if the optionee makes payment of the exercise
price by delivering shares of Common Stock held by the optionee, to
purchase the number of shares of Common Stock delivered by the optionee
in payment of the exercise price (a "Replacement Option"). Replacement
Options are exercisable at a price equal to the fair market value of
the Common Stock of the Company as of the date of the grant of the
Replacement Option. The options granted under the 1994 Plan also
provide for certain "cashout" rights following a Change In Control (as
defined in the 1994 Plan). The options granted under the 1994 Plan also
provide that, subject to certain conditions, the Committee may permit
the optionee to pay all or a portion of any taxes due with respect to
exercise of the options (a) by electing to have the Company withhold
shares of Common Stock due to the optionee upon exercise of the option
or (b) by delivering to the Company previously owned shares of Common
Stock.
(2) The present value for these options was estimated at the date of grant,
using the Black-Scholes option-pricing model. The following assumptions
were used to obtain the grant-date present value: expected volatility
of 53.81%, risk-free interest rate of 6.78%, no dividend yields and an
expected life of approximately 4 years, based on weighted average
historical lives.
7
10
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION/SAR VALUES
The following table shows, as to the named executive officers, the
aggregate option exercises during fiscal year 2001 and the values of unexercised
options as of March 31, 2001:
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT FY END OPTIONS/SARS AT FY END (1)
---------------------- --------------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- -------- ----------- ------------- ----------- -------------
Louis F. Crane...................... -- $ -- 106,000 20,000 $1,340,803 $ 247,460
George M. Small..................... 105,000 $ 992,736 65,000 20,000 $ 653,470 $ 247,460
Drury A. Milke...................... 50,000 $ 629,834 20,000 15,000 $ 116,260 $ 185,595
Hans J. Albert...................... 50,000 $ 492,300 20,000 15,000 $ 116,260 $ 185,595
Gene Graves......................... 70,000 $ 841,189 -- 15,000 $ -- $ 185,595
--------------------
(1) The dollar amounts shown in this column represent the aggregate excess
of the market value of the shares underlying the unexercised
in-the-money options as of March 31, 2001, over the aggregate exercise
price of the options.
SEVERANCE AND CHANGE-OF-CONTROL ARRANGEMENTS
The Company has entered into change of control agreements (the "Change
of Control Agreements") with certain executive officers. The Change of Control
Agreements for each executive officer provide for continued employment for a
three year period following a Change of Control, as defined (the "Employment
Term"). Should the officer's employment be terminated during the Employment Term
for any reason other than death, disability or "Cause", as defined, or should
the officer terminate his employment for "Good Reason", as defined, the officer
will become entitled to certain benefits. The benefits include a lump sum
payment equal to three times the sum of the officer's Annual Base Salary, as
defined, and Highest Annual Bonus, as defined. Also, the officer will be
entitled to continued welfare benefits under various Company plans and programs
for a minimum of thirty-six months following the "Date of Termination", as
defined, as well as outplacement services and other benefits. In addition, those
officers who are parties to the Executive Welfare Benefit Agreements dated March
31, 1986 will, in the event of such termination, be treated as having been
terminated without cause as of the Date of Termination, and the insurance
policies provided under such Executive Welfare Benefit Agreements will be
immediately transferred to the officer, the officer will be credited with three
additional years of service for purposes of the vesting of such policies, and
the Company will continue to pay the premiums on such policies for three years
after such officer's Date of Termination. In the event that any payments by the
Company to or for the benefit of the officer (a "Payment") would be subject to
the excise tax imposed by Section 4999 of the Internal Revenue Code ("Excise
Tax"), then the officer will be entitled to an additional payment ("Gross-Up
Payment") in an amount such that, after payment by such officer of all taxes
imposed on the Gross-Up Payment, the officer retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payments. The Change of Control
Agreements also provide that no award granted under the 1994 Plan or pursuant to
any other plan or arrangements maintained by the Company will be reduced as a
result of being potentially non-deductible under Section 280G of the Internal
Revenue Code.
Under the terms of the 1994 Plan, if a change in control (as defined in
the 1994 Plan) occurs, all outstanding options and SARs held by the employee
participant become immediately exercisable; the restrictions and deferral
limitations (if any) applicable to any then outstanding shares of Restricted
Stock, Deferred Stock or other stock based awards made pursuant to the 1994 Plan
(if any) become free of all restrictions, fully vested and transferable to the
full extent of the award. Also, under the 1994 Plan, for a sixty-day period
following a change in control (as defined in the 1994 Plan), unless the
Committee that administers the 1994 Plan determines otherwise at the time of the
award the participant has the right to elect to surrender to the Company all or
part of the stock options in exchange for a cash payment equal to the spread
between the change in control price (as defined in the 1994 Plan) and the option
exercise price.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As of March 31, 2001, the members of the Compensation Committee were
Messrs. Johnson, Jones and Sager. No member of the Compensation Committee was an
officer of the Company at any time during fiscal year 2001.
During fiscal 2001, no executive officer of the Company served as: (i)
a member of the compensation committee (or other board committee performing
equivalent functions) of another entity, one of whose executive officers served
on the Compensation Committee; (ii) a director of another entity, one of whose
executive officers served on the Compensation Committee; or (iii) a member of
the Compensation Committee (or other board committee performing equivalent
functions) of another entity, one of whose executive officers served as a
Director of the Company.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is comprised exclusively of nonemployee
directors and is responsible for formulating and making recommendations to the
Board of Directors with regard to:
-- the Company's executive compensation policies and programs, and
-- specific salary and incentive awards to executive officers.
COMPENSATION POLICY
In designing and implementing its executive compensation program, the
Company follows a long-standing philosophy that management pay should be
directly and substantially tied to the achievement by the Company of its
performance objectives. A corollary principle guiding the Company's compensation
programs is that stock-based compensation should be an integral part of the
program to align management incentives with share price. The Company also
operates under the principle that short-term and long-term elements of
compensation should be balanced. Finally, the Company believes that, to excel,
it must continue to attract and retain highly talented and motivated employees
at all levels, especially the senior executives.
Accordingly, the Company's overall compensation policy is to provide a
competitive compensation package designed to attract, motivate and retain key
executive officers and to tie executive pay to overall Company performance and
return to stockholders. The Company's executive compensation program consists of
base salary, annual incentives and long-term incentives. Executive officers also
participate in a 401(k) plan, a medical plan, a life insurance plan and other
benefit plans available to employees generally.
The compensation packages provided to the Chief Executive Officer and
the other executive officers for the 2001 fiscal year were based in part on
recommendations included in a study performed by an outside consulting firm
hired by the Company in 1999. The Compensation Committee updated the strategic
direction for the Company and the Company's objective for its executive
compensation programs considered in the 1999 study. The Compensation Committee
also reviewed publicly available executive compensation information for several
companies with revenues and scope of operations similar to that of the Company.
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1. BASE SALARY
The Committee reviews base salaries annually. Salary increases in the
2001 fiscal year were based on individual performance and the Company's
achievement of its profit goals, as well as salaries paid by Company
competitors. In each of the last several years, the President initially has
recommended to the Committee salary levels for the upcoming year for all Company
officers other than himself. The Committee has reviewed the President's
recommendations and industry comparisons and made its salary recommendations to
the full Board. The Board approved all of the Committee's recommended salary
levels for the 2001 fiscal year.
The Company believes that the salaries of the executives named in the
Summary Compensation Table for the 2001 fiscal year were at or near the median
of the peer group considered by the Committee to constitute the Company's most
direct competitors for executive talent. The Compensation Committee believes
that not all of the companies in a peer group established to compare stockholder
returns are necessarily representative of the companies competing with the
Company for executive talent. Thus, the peer group used by the Company to
compare compensation is a sub-group of the companies included in the peer group
index in the Stock Performance Graph on Page 13 of this Proxy Statement.
2. ANNUAL INCENTIVES
Cash bonuses provide an annual incentive to the Company's executives.
Bonus amounts to executives are determined according to the terms of the Annual
Incentive Plan approved by the stockholders in 1994. This element of the
compensation program is designed to link executive pay to objective measures of
the performance of the Company. For the 2001 fiscal year 75% of the annual
incentive bonus was based on consolidated earnings. Threshold, target, and
maximum levels of Company performance were established for the performance
measure, based on historical results, budgets and growth goals established by
the Company. The remaining 25% of the annual incentives were discretionary based
upon the Compensation Committees' assessment of the executive's individual
performance. For the 2001 fiscal year, the Company met all of the performance
goals. Accordingly, the bonuses awarded during fiscal year 2001 to each of the
employees designated to participate in the Annual Incentive Plan, including the
executive officers, were determined through a combination of the discretion of
the Compensation Committee and the application of the objective measures of the
plan.
In accordance with the restricted stock payment alternative under the
1994 Plan, initially approved by the stockholders in 1994, certain executives
may elect to receive all or any part of their bonuses in shares of Restricted
Stock. The Committee believes that this application of Restricted Stock is an
excellent vehicle for expanding the stock ownership of executives of the Company
and will further deepen the executive officers' commitment to the long-term
objectives and performance of the Company and their identification with
stockholder interests.
3. LONG-TERM INCENTIVES
The Compensation Committee believes that granting stock options is the
most appropriate method of motivating and rewarding executive officers for the
creation of long-term shareholder value. The Company has established a policy of
awarding stock options based upon continuing progress of the Company and on
individual performance by its executives. The Compensation Committee uses only
subjective and informal measures of Company and individual performance in
deciding whether and, if so, how many options to award. Typically, stock options
are granted annually. In May 2000, options were awarded to the executive
officers, including the following grants to the executive officers named in the
Summary Compensation Table: Louis F. Crane - 20,000; George M. Small - 20,000;
Drury A. Milke - 15,000; Hans J. Albert - 15,000 and Gene Graves - 15,000. All
awards shown in the Summary Compensation Table were made at fair market value at
the time of grant so that holders will benefit from such grants only when, and
to the extent, the stock price increases after the date of grant.
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COMPENSATION OF CHIEF EXECUTIVE OFFICER
Louis F. Crane has been a Director of the Company since 1987 and was
elected Chairman of the Board of Directors in October 1997 and Chief Executive
Officer in September 1999. Mr. Crane's remuneration as CEO is set annually by
the Board of Directors upon recommendation by the Compensation Committee. The
Compensation Committee sought to align Mr. Crane's base salary and annual
incentives at a reasonable level in comparison to other companies in the
Company's self-elected compensation peer group. Mr. Crane's base salary was
established at $260,000 per year. Under the Annual Incentive Plan, Mr. Crane's
incentive opportunity for fiscal 2001, was 120% of his base salary. Performance
criteria for fiscal 2001 was based upon the budget approved for the fiscal year
ended March 31, 2001, additional earnings targets, and a discretionary
assessment of Mr. Crane's contributions. The performance criteria were all met
and considering the discretionary element, Mr. Crane was awarded $312,000 in
cash.
Section 162(m) of the Internal Revenue Code limits the deductibility of
certain compensation for the Chief Executive Officer and the additional four
executive officers who were highest paid and employed at year end. The policy of
this Committee is to establish and maintain a compensation program that
maximizes the creation of long-term value for stockholders. Action will be taken
to qualify compensation approaches to ensure deductibility except in those areas
where the Committee believes that stockholder interests are best served by
retaining flexibility of approach.
COMPENSATION COMMITTEE
Kenneth M. Jones, Chairman
David M. Johnson
Harry C. Sager
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AUDIT COMMITTEE REPORT
The Audit Committee's principal functions are to recommend to the Board
of Directors each year the engagement of a firm of independent auditors, to
review the Company's accounting and internal control systems and principal
accounting policies, to recommend to the Company's Board of Directors, based on
its discussions with the Company's management and independent auditors, the
inclusion of the audited financial statements in the Company's Annual Report on
Form 10-K and to oversee the entire independent audit function. The Company
believes that each of the three members of the Audit Committee satisfy the
requirements of NASDAQ as to independence, financial literacy and experience. A
copy of the Audit Committee charter is attached hereto as Appendix A.
In connection with the Company's consolidated financial statements for
the fiscal year ended March 31, 2001, the Audit Committee has:
o reviewed and discussed the audited financial statements with
management;
o discussed with the Company's independent auditors, Arthur
Andersen LLP, the matters required to be discussed by
Statements on Auditing Standards No. 61; and
o received the written disclosures and the letter from Arthur
Andersen LLP as required by Independence Standards Board
Standard No. 1 and discussed with the auditors their
independence.
o considered whether the provision of services by Arthur
Andersen LLP not related to the audit of the Company's
consolidated financial statements and the review of the
Company's interim financial statements is compatible with
maintaining the independence of Arthur Andersen LLP.
Based on the review and discussions with the Company's management and
independent auditors, as set forth above, the Audit Committee recommended to the
Company's Board of Directors, and the Board of Directors has approved, that the
audited financial statements be included in the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 2001, as filed with the SEC.
Audit Committee:
Jonathan Cartwright, Chairman
Kenneth M. Jones
David M. Johnson
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP conducted the examination of the Company's
financial statements for the fiscal year ended March 31, 2001, and has been
selected to conduct the examination of the Company's financial statements for
the current year. During fiscal 2001, the Company's independent accounting firm,
Arthur Andersen LLP, billed the Company the following aggregate fees for the
following services rendered:
Audit Fees $390,000
Financial Information System Design & Implementation Fees $ --
All Other Fees $529,961
Representatives of Arthur Andersen LLP are expected to be present at the Annual
Meeting with the opportunity to make a statement if they desire to do so and
will be available to respond to appropriate questions.
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STOCK PERFORMANCE GRAPH
The following performance graph compares the yearly cumulative return
on the Company's Common Stock to the NASDAQ Stock Market (U.S. Companies) Index
and a peer group index of companies selected by the Company, over a five fiscal
year period ending on March 31, 2001. The peer group companies are Oceaneering
International, Inc.; Petroleum Helicopters, Inc.; Tidewater, Inc.; Rowan
Companies, Inc.; McDermott International, Inc.; and GulfMark Offshore, Inc. The
graph assumes (i) the reinvestment of dividends, if any, and (ii) the value of
the investment in the Company's Common Stock and each index to have been $100 at
June 30, 1996.
COMPARISON OF CUMULATIVE STOCKHOLDER RETURN 1996 - 2001
[GRAPH]
AS OF
JUNE 30, AS OF MARCH 31,
-------- ----------------------------------------------
1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----
OLOG........................... 100 115 143 84 100 179
NASDAQ......................... 100 103 156 210 391 157
PEER GROUP..................... 100 116 147 82 100 118
2. PROPOSAL TO APPROVE AN AMENDMENT TO THE 1991 NONQUALIFIED STOCK
OPTION PLAN FOR NONEMPLOYEE DIRECTORS
SUMMARY OF AMENDMENT
At the Annual Meeting, the Company will ask the stockholders to approve
an amendment to the Offshore Logistics, Inc. Nonqualified Stock Option Plan for
Nonemployee Directors (the "1991 Plan") extending the term of the 1991 Plan
through the Company's Annual Meeting in 2003 (the "Amendment"). The Board of
Directors has determined that the Amendment is desirable for the Company at this
time inasmuch as, in the absence of an extension of the 1991 Plan, the 1991 Plan
will not be available to provide equity-based compensation for directors of the
Company. The Company is not asking for an increase in the previously authorized
200,000 shares of the Company Common Stock that have been reserved for issuance
under the 1991 Plan. At March 31, 2001, 47,500 shares of Common Stock remain
available for the grant of options under the 1991 Plan.
GENERAL
The purpose of the 1991 Plan is to strengthen the ability of the
Company to attract and retain the services of directors whose training,
experience and ability are of value to the Company, to attract new directors who
are expected to render valuable services to the Company, and to promote and
stimulate the active interest of all such persons in the development and
financial success of the Company. In furtherance of this purpose, the 1991 Plan
authorizes the granting to directors who are not otherwise employees of the
Company (the "Nonemployee Directors") of nonstatutory options to purchase Common
Stock (the "Options"). The Options are not intended to be incentive stock
options within the meaning
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of Section 422A of the Internal Revenue Code of 1986, as amended (the "Code").
Such benefits are to be received in addition to, and not in lieu of, the annual
cash director fees customarily paid by the Company.
PLAN PROVISIONS
The principal features of the 1991 Plan are summarized below. This
summary is qualified by reference to the full text of the 1991 Plan that is
annexed as Appendix B to this Proxy Statement.
The 1991 Plan is administered by the Board of Directors. The only
persons eligible to participate under the 1991 Plan are those persons who become
nonemployee members of the Board of Directors of the Company at any time prior
to the termination of the 1991 Plan. The Company currently has six Nonemployee
Directors. Six of the eight nominees for election to the Board of Directors at
the Annual Meeting would qualify as Nonemployee Directors if elected.
A total of 200,000 shares of Common Stock has been reserved for
issuance upon exercise of the Options. The number of shares authorized for
issuance under the 1991 Plan and the number of shares subject to, and the
exercise prices of, outstanding options are subject to adjustment in the event
of stock splits, stock dividends, and similar changes in the Company's
capitalization. Any shares reserved for issuance under the 1991 Plan that remain
unsold and which are not subject to outstanding Options at the termination of
the 1991 Plan shall cease to be reserved for this purpose. Should any Option
expire, terminate or be canceled prior to its exercise in full, the shares
previously reserved for issuance upon the exercise of such Option may again be
subjected to an Option under the 1991 Plan.
Assuming the proposed Amendment is approved by the stockholders at this
year's Annual Meeting of Stockholders, as of the date of this year's Annual
Meeting of the Company's stockholders, and as of the date of the Company's
Annual Meeting of Stockholders in each year that the 1991 Plan is in effect,
each Nonemployee Director who is elected or reelected, or otherwise continues as
a director of the Company following such Annual Meeting, will be granted an
Option to purchase 2,000 shares of Common Stock. However, no such Options may be
granted to any Nonemployee Director who during the preceding 12 months missed
50% or more of the meetings of the Board of Directors and committees on which he
served.
The option price per share (the "Option Exercise Price") for each
Option granted under the 1991 Plan is the fair market value (as defined in the
1991 Plan) of the Common Stock of the Company on the date of grant of such
option.
Options are not exercisable until six months after the date of grant.
The Option Exercise Price of the shares of Common Stock issuable upon the
exercise of Options (the "Option Shares") may be paid in cash, or, at the option
of the holder of the Options, by delivery of already-owned shares of Common
Stock of the Company having a fair market value equal to the Option Exercise
Price, or by delivery of a combination of the above.
Options are not assignable or otherwise transferable, except by will or
by the laws of descent and distribution. Options may be exercised solely by the
optionee during his lifetime or after his death by the personal representative
of his estate or the persons entitled thereto under his will or under the laws
of descent and distribution.
Except as set forth below, Options held by a person who ceases to be a
director or who becomes an employee of the Company or any of its subsidiaries,
shall be exercisable for three months after the date such person ceases to be a
director or becomes an employee of the Company or any of its subsidiaries. If
the holder of an Option ceases to be a director by reason of retirement or
disability, the holder may exercise such Option for one year after the date he
ceases to be a director. If the holder of an Option dies, such Options may be
exercised by a legatee or legatees of the holder under his last will, or by his
personal representative or distributees, for a period of one year following his
death. If a director is removed for cause, Options held by the director are not
exercisable after such removal.
Assuming the proposed Amendment is approved by the stockholders at this
year's Annual Meeting of Stockholders, the 1991 Plan will terminate, and no
Options may be issued, after the date of the Annual Meeting of stockholders in
2003 and any Options outstanding on such date will remain outstanding until they
have either expired or been exercised. The Board of Directors may amend the 1991
Plan as it shall deem advisable, except that it may not, without further
approval of the stockholders of the Company, increase the aggregate number of
shares subject to the 1991 Plan, materially increase the benefits accruing to
participants in the 1991 Plan, extend the term of the 1991 Plan, or change the
class of individuals eligible to receive Options under the 1991 Plan. The Board
of Directors may terminate the 1991 Plan at any time. Termination of the 1991
Plan will not affect the rights of the optionees or their successors under any
Options outstanding and not exercised in full on the date of termination.
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FEDERAL INCOME TAX CONSEQUENCES
Options granted under the 1991 Plan will be nonqualified options within
the meaning of the Code. The Company is advised that the federal income tax
consequences of the grant and exercise of options under the 1991 Plan and any
subsequent sale of shares so purchased will be as follows. Upon the grant of an
Option, no income will be realized by the optionee. Upon the exercise of an
Option, an optionee will recognize ordinary income at the time of the exercise
equal to the excess of the then fair market value of the Option Shares received
over the Option Exercise Price. The Company will be entitled to a corresponding
tax deduction in the amount of such ordinary income in the taxable year of the
Company determined in accordance with Section 83(h) of the Code and applicable
Treasury regulations.
Because the optionees will be directors who are not employees of the
Company, there will be no withholding with respect to the exercise of Options
(although the optionees may be subject to income taxes and the self-employment
tax on self-employed persons generally will apply thereto).
When the Option Shares received upon the exercise of an Option
subsequently are disposed of in a taxable transaction, the Optionee generally
will recognize capital gain (or loss) in the amount by which the amount realized
exceeds (or is less than) the optionees basis in the Option Shares, which will
be taxable at the tax rates that are applicable on the date of the subsequent
disposal of the Option Shares. There are no tax consequences to the Company upon
the subsequent disposition of the Option Shares by an optionee. The optionees
basis in the Option Shares received as a result of the exercise of an Option
will be equal to the sum of the Option Exercise Price and the income recognized
upon the exercise of the Option.
APPROVAL
The proposal to approve the Amendment to the 1991 Plan requires the
approval of the holders of a majority of the shares of the Common Stock present
or represented by proxy at the Annual Meeting. Proxies will be voted for or
against such approval in accordance with specifications marked thereon, or, if
no specification is made, will be voted in favor of such approval.
The present Nonemployee Directors have an interest in the approval of
the 1991 Plan since they will receive grants of Options thereunder, subject to
such stockholder approval of the Amendment. However, the Board of Directors
believes that it is important to the continued success of the Company to retain
the services of its current continuing Nonemployee Directors and to attract new
directors who may render valuable services to the Company. Therefore, the Board
of Directors believes that it is in the best interest of the Company and its
stockholders to adopt the Amendment. The Board of Directors further believes
that the 1991 Plan and the grant of the Options benefit the Company and its
stockholders by fostering an identity of interest with the Company's
stockholders. No Nonemployee Director has indicated any intention to resign in
the event that the Amendment is not approved.
Directors of the Company having beneficial ownership derived from
presently existing voting power, as of July 24, 2001, of approximately 9.5% of
the Company's Common Stock have indicated that they intend to vote in favor of
approval of the Amendment.
APPROVAL OF THE AMENDMENT REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS
OF A MAJORITY OF THE OUTSTANDING SHARES OF THE COMMON STOCK, PRESENT OR
REPRESENTED AT THE ANNUAL MEETING. BROKER NON-VOTES ARE NOT COUNTED AS VOTES
CAST EITHER FOR OR AGAINST THE PROPOSAL. ABSTENTIONS ARE COUNTED AS VOTES CAST
AGAINST THE PROPOSAL.
For the reasons stated herein, the Board of Directors recommends that
the stockholders vote "FOR" Proposal 2.
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DIRECTORS MEETINGS, FEES AND OTHER MATTERS
The Company has standing Audit, Compensation, Executive and Nominating
committees of the Board of Directors. During the fiscal year ended March 31,
2001, each nonemployee member of the Board of Directors received $1,000 for each
meeting attended, including committee meetings, and $8,000 per year, payable
quarterly in arrears.
The Board of Directors held five meetings during the past fiscal year.
During this period, no incumbent director attended fewer than 75% of the
aggregate of (i) the total number of meetings of the Board of Directors during
the period in which he was a director and (ii) the total number of meetings held
by all committees on which he served during the period in which he was a
director.
The 1991 Nonqualified Stock Option Plan for Nonemployee Directors (the
"1991 Plan") provides for the granting to directors who are not employees of the
Company (the "Nonemployee Directors") of nonqualified options to purchase Common
Stock. The 1991 Plan is administered by the Board of Directors. A total of
140,500 shares of Common Stock have been reserved at March 31, 2001 for issuance
upon the exercise of options under the 1991 Plan, subject to adjustment in the
event of stock splits, stock dividends and similar changes in the Company's
capital stock.
As of September 24, 1991, the date as of which the 1991 Plan was
adopted by the Board of Directors, Nonemployee Directors were granted
automatically options to purchase 500 shares of stock for each year of
continuous service plus 2,000 shares. As of the date of the Company's Annual
Meeting of Stockholders in each year that the 1991 Plan is in effect beginning
with the Annual Meeting held on December 1, 1992, each Nonemployee Director
(except for the Chairman as discussed above) who is elected or re-elected, or
otherwise continues as a director of the Company following such Annual Meeting,
will be granted an option to purchase 2,000 shares of Common Stock. However, no
such options shall be granted to any Nonemployee Director who during the
preceding 12 months missed 50% or more of the meetings of the Board of Directors
and committees on which he served.
The option price per share for each option granted under the 1991 Plan
is the fair market value of the Common Stock on the date of grant. Under the
1991 Plan, options are not exercisable until six months after the date of the
grant. The 1991 Plan terminates on, and no options shall be issued after, the
date of the Annual Meeting of stockholders in 2000 and any options outstanding
on that date will remain outstanding until they have either expired or been
exercised. As discussed above, at the Annual Meeting the Company will ask the
stockholders to approve an amendment to the 1991 Plan to extend the term of the
1991 Plan through the Company's Annual Meeting in 2003.
For the year ended March 31, 2001, the Audit Committee was composed of
Messrs. Cartwright, Johnson and Jones. The Committee makes recommendations to
the Board concerning the selection and discharge of the Company's independent
auditors; reviews the fee, scope and timing of the independent audit and any
other services rendered; approves professional services rendered by the
auditors; reviews with the auditors and management the Company's policies and
procedures with respect to accounting and financial controls; reviews audit
results with the auditors; and direct and supervise special investigations. The
Audit Committee held two meetings during the last fiscal year.
For the year ended March 31, 2001, the Compensation Committee was
composed of Messrs. Johnson, Jones and Sager. The functions of the Compensation
Committee are to recommend to the full Board compensation arrangements for
senior management and directors; to recommend compensation plans in which
officers and directors are eligible to participate; to administer the 1994 Plan;
to grant options or other benefits under the 1994 Plan and to take such other
action as is delegated to it by the Board. The Compensation Committee held two
meetings during the last fiscal year.
For the year ended March 31, 2001, the Executive Committee was composed
of Messrs. Buckley, Crane and Wolf. The Executive Committee is authorized to act
on behalf of the full Board on a broad range of issues. The Executive Committee
held one meeting during the last fiscal year.
For the year ended March 31, 2001, the Nominating Committee was
composed of Messrs. Buckley, Sager and Wolf. The function of the Nominating
Committee is to recommend nominees to serve on the Board of Directors and to
take such action as is delegated to it by the Board. The Company's By-laws
provide that any stockholder wishing to nominate a candidate for director at the
Annual Meeting must give the Company advance written notice. In general, written
notice must be received by the Secretary of the Company not less than 60 days,
nor more than 90 days, prior to the first anniversary of the preceding year's
Annual Meeting and must contain certain specified information concerning the
person to be nominated, as well as certain information concerning the
stockholder submitting the nomination or proposal. All such nominations or
proposals must be addressed to the Secretary of the Company. The Nominating
Committee met once during July 2001, but did not hold any meetings during the
last fiscal year.
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On December 19, 1996, the Company acquired 49% of the common stock and
other significant economic interest in Bristow Aviation Holdings Limited
("Bristow"), an English corporation, which holds all of the outstanding shares
in Bristow Helicopter Group Limited ("BHGL"). CIS is the beneficial owner of
1,752,754 shares of the Company's Common Stock (see "Security Ownership of
Certain Beneficial Owners and Management"). CIS has also designated Peter N.
Buckley and Jonathan H. Cartwright for nomination to the Company's Board of
Directors, and they were duly elected in February 1997. Mr. Buckley is the
Chairman and Chief Executive Officer and Mr. Cartwright is the Financial
Director of Caledonia Investments, plc, the holder of all the outstanding stock
of CIS.
The transaction also included certain executory obligations of the
parties that remain in effect between the Company and CIS and its affiliates and
certain of which are described below. All such obligations were the result of
arms' length negotiations between the parties that were concluded before Messrs.
Buckley and Cartwright were nominated or elected to the Company's Board of
Directors and are, in the view of the Company, fair and reasonable to the
Company.
Caledonia holds $10.35 million of the Company's 6% Convertible
Subordinated Notes. The Company holds approximately $150 million principal
amount of 13.5% subordinated unsecured loan stock debt of Bristow. Bristow has
the right to defer payment of interest on that debt until January 31, 2002. Any
deferred interest would also accrue interest at an annual rate of 13.5%. In
January 1998, the Company advanced $83.6 million to Bristow to refinance certain
indebtedness of Bristow. The notes are secured and bear interest at 8.335%.
In connection with the Bristow transaction, Caledonia and the Company
also entered into a Put/Call Agreement whereunder, upon giving specified prior
notice, the Company has the right to buy all the Bristow shares held by
Caledonia, who, in turn, has the right to sell such shares to the Company. Under
current United Kingdom law, the Company would be required, in order for Bristow
to retain its operating license, to find a qualified European investor to own
any Bristow shares it has the right to acquire under the Put/Call Agreement. Any
put or call of the Bristow shares will be subject to the approval of the Civil
Aviation Authority.
For as long as Caledonia owns its Bristow shares, Caledonia is entitled
to receive management fees from Bristow. The annual fees range from L.500,000 to
L.900,000 and are payable for a maximum of seven years from the date of
acquisition.
During fiscal 2001, the Company leased between thirteen and eighteen
aircraft to Bristow on terms that provided for total lease payments of $12.8
million. Bristow leased between three and six of its aircraft to the Company for
total lease payments of $1.0 million.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors,
officers, and certain beneficial owners (collectively, "Section 16 Persons") to
file with the Securities and Exchange Commission and NASDAQ reports of
beneficial ownership on Form 3 and reports of changes in ownership on Form 4 or
5. Copies of all such reports are required to be furnished to the Company. To
the knowledge of the Company, based solely on a review of the copies of Section
16(a) reports furnished to the Company for the fiscal year ended March 31, 2001,
and other information, all filing requirements for the Section 16 Persons have
been complied with during or with respect to the fiscal year ended March 31,
2001.
VOTING OF THE PROXY
SHARES REPRESENTED BY ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS
DIRECTED THEREIN. IF NO DIRECTION IS SPECIFIED, SUCH SHARES WILL BE VOTED "FOR"
THE NOMINEES AND FOR THE AMENDMENT.
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GENERAL
As of the date of the Proxy Statement, the only matters expected to
come before the Annual Meeting are those set forth above. If any other matters
are properly brought before the Annual Meeting or any adjournment thereof and if
the shares for which the Proxy is given are entitled to vote thereon, it is the
intention of the person named in the accompanying form of proxy to vote the
Proxies on such matters in accordance with their best judgment.
The cost of soliciting Proxies will be borne by the Company, and upon
request, the Company will reimburse brokerage firms, banks, trustees, nominees
and other persons for their out-of-pocket expenses in forwarding proxy materials
to the beneficial owners of the securities of the Company. The directors,
officers and employees of the Company may, but without compensation other than
regular compensation, solicit Proxies by telephone, telegraph, or personal
interview.
Upon the written request of any stockholder entitled to vote at the
Annual Meeting, the Company will provide, without charge, a copy of the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2001.
Any such request should be directed to H. Eddy Dupuis, Offshore Logistics, Inc.,
Post Office Box 5-C, Lafayette, Louisiana 70505. Requests from beneficial owners
of shares of the Company must set forth a good faith representation that as of
August 1, 2001, the requester was a beneficial owner of shares of the Company
entitled to vote at the Annual Meeting.
By Order of the Board of Directors
/s/ H. Eddy Dupuis
H. Eddy Dupuis
Secretary
Lafayette, Louisiana
August 8, 2001
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APPENDIX A
OFFSHORE LOGISTICS, INC.
AUDIT COMMITTEE CHARTER
I. PURPOSE
The Audit Committee (the "Committee") shall provide assistance to the
Board of Directors of Offshore Logistics, Inc. (the "Company") in
fulfilling its responsibility to the shareholders by monitoring (a) the
financial information that will be provided to the shareholders, (b)
the systems of internal controls that management and the Board of
Directors have established, (c) the audit process, and (d) the
independence and performance of the independent accountants. In so
doing, it is the responsibility of the Committee to maintain free and
open means of communication between the directors, the independent
accountants, and the financial management of the Company.
II. MEMBERSHIP
The Committee shall be comprised of three or more directors as
determined by the Board of Directors, each of whom shall be independent
directors, and free from any relationship that, in the opinion of the
Board of Directors, would interfere with the exercise of his or her
independent judgment as a member of the Committee. All members of the
Committee shall be able to read and understand fundamental financial
statements, including the Company's balance sheet, income statement,
and cash flow statement, or will become able to do so within a
reasonable period of time after his or her appointment to the
Committee, and at least one member of the Committee shall have past
employment experience in finance or accounting, requisite professional
certifications in accounting or any other comparable experience or
background that results in the individual's financial sophistication,
including being or having been a chief executive officer, chief
financial officer or other senior officer with financial oversight
responsibilities. Each will meet the standards of independence and any
other qualifications required by regulatory organizations having
jurisdiction over the affairs of the Committee.
The members of the Committee shall be elected by the Board of Directors
at the annual organizational meeting of the Board of Directors or until
their successors shall be duly elected and qualified. Unless a
Chairperson is elected by the Board of Directors, the members of the
Committee may designate a Chairperson by majority vote of the full
Committee membership.
III. MEETINGS
Regular meetings shall be held as may be necessary and special meetings
may be called by the Chairperson of the Committee or at the request of
the independent accountants.
As part of its job to foster open communication, the Committee should
meet at least annually with management and the independent accountants
in separate sessions to discuss any matters that the Committee or each
of these groups believe should be discussed privately. In addition, the
Committee or at least its Chairperson or designee should meet with
management quarterly to review the Company's interim financial
statements.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Committee shall:
DOCUMENTS/REPORTS REVIEW
1. Review and update this Charter periodically, at least
annually, as conditions dictate.
2. Review the organization's annual financial statements and any
financial reports submitted to any governmental body, or the
public, including any certification, report, opinion, or
review rendered by the independent accountants.
3. Review with management the results of the independent
accountants' review of the Company's interim financial
statements in accordance with generally accepted auditing
standards for conducting such reviews
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(currently statement of Auditing Standards No. 71). The
Chairperson of the Committee or his designee may represent the
entire Committee for purposes of this review.
INDEPENDENT ACCOUNTANTS
4. The independent accountants are accountable to the Committee
and the Board of Directors. The Board of Directors, with the
advice of the Committee, has the authority and responsibility
to select, evaluate and, if necessary or appropriate, replace,
the independent accountants.
5. Recommend to the Board of Directors the selection of the
independent accountants, considering independence and
effectiveness, and fees charged by the independent
accountants.
6. Review the performance of the independent accountants and
recommend to the Board of Directors any proposed discharge of
the independent accountants when circumstances warrant.
7. At least annually, confirm and assure the independence of the
independent accountants, including receipt and review of the
formal written statement provided by the independent
accountants regarding any relationships, services, and/or fees
which may reasonably be thought to bear on the independence
and objectivity of such accountants.
8. Discuss with the independent accountants any disclosed
relationships or services that may affect the independent
accountants' independence and take, or recommend that the
Board of Directors take, appropriate action to ensure the
independence of the independent accountants.
ANNUAL AUDIT
9. Consider, in consultation with the independent accountants and
management, the audit scope.
10. Review with financial management and the independent
accountants at the completion of the annual examination:
(a) The Company's annual financial statements and related
footnotes to determine that the independent
accountants are satisfied with the disclosures and
content of the financial statements.
(b) The independent accountants' audit of the financial
statements and the report thereon.
(c) Any significant changes required in the independent
accountants' audit plan.
(d) Any serious difficulties or disputes with management
encountered during the course of the audit.
(e) Other matters related to the conduct of the audit
which are to be communicated to the committee under
Generally Accepted Auditing Standards (currently,
Statement of Auditing Standards No. 61).
11. Recommend to the Board of Directors, based on the Committee's
discussions with management and the independent accountants,
that the audited financial statements be included in the
annual report on Form 10-K to be filed with the Securities and
Exchange Commission.
FINANCIAL REPORTING PROCESSES
12. Consider and review with the independent accountants:
(a) The adequacy of the Company's internal controls.
(b) Any related significant findings and recommendations
of the independent accountants.
13. Inquire of management, and the independent accountants about
significant risk areas of potential financial reporting
exposure and assess the steps management has taken to minimize
such risk to the Company.
14. In consultation with the independent accountants, discuss the
integrity of the Company's financial reporting processes, both
internal and external.
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15. Consider the independent accountants' judgments about the
quality and appropriateness of the Company's accounting
principles as applied in its financial reporting.
16. Consider and recommend to the Board of Directors, if
appropriate, major changes to the Company's accounting
principles and practices as suggested by the independent
accountants or management.
MISCELLANEOUS
17. Maintain minutes of all regular and special meetings of the
Committee.
18. Review and approve the audit committee report (drafted by
management on the Committee's behalf) required by the rules of
the Securities and Exchange Commission to be included in the
Company's annual proxy statement and review the disclosure in
the Company's annual proxy statement regarding the
independence of Committee members.
19. Review and approve submissions of required certifications
(drafted by management on the Committee's behalf) to the
NASDAQ Stock Market or any other appropriate exchange or
trading systems.
20. Report periodically to the Board of Directors on significant
results of the foregoing activities.
21. The Committee will perform such other functions as assigned by
the Board of Directors, the Company's Certificate of
Incorporation or Composite By-laws, or regulatory bodies
having jurisdiction over the affairs of the Committee and will
be allowed to seek independent advice, at the expense of the
Company, if necessary to fulfill any of its responsibilities.
Notwithstanding anything in Section IV to the contrary, the Audit
Committee will not be required to take all of the actions or to
exercise all of the powers enumerated above, and the Audit Committee's
failure to take any one or more such actions or to exercise any one or
more such powers in connection with the good faith exercise of its
oversight functions will in no way be construed as a breach of its
duties or responsibilities to the Company, its directors or its
stockholders.
While the Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Committee to plan or conduct
audits or to determine that the Company's financial statements are
complete and accurate and are in accordance with generally accepted
accounting principles. This is the responsibility of management and the
independent accountants. Nor is it the duty of the Committee to conduct
investigations, to resolve disagreements, if any, between management
and the independent accountants or to assure compliance with laws and
regulations.
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APPENDIX B
1991 NONQUALIFIED STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
AS AMENDED
PURPOSE OF THE PLAN
The Offshore Logistics, Inc. 1991 Nonqualified Stock Option Plan For
Nonemployee Directors (the "Plan") is intended to promote the interests of
Offshore Logistics, Inc., a Delaware corporation (the "Company"), and its
shareholders by helping to attract and retain the services of experienced and
knowledgeable nonemployee directors and by providing an opportunity for
ownership by nonemployee directors of shares of common stock of the Company,
$0.01 par value (the "Common Stock"). Options granted under the Plan
(collectively the "Options" and in the singular an "Option") will be Options
which do not constitute incentive stock options, within the meaning of Section
422A(b) of the Internal Revenue Code of 1986, as amended (the "Code").
ADMINISTRATION OF PLAN
The Plan shall be administered by the Board of Directors of the Company
(the "Board"). Subject to the terms of the Plan, the Board shall have the power
to interpret the provisions and supervise the administration of the Plan. All
decisions made by the Board pursuant to the provisions of the Plan shall be made
by a majority of its members at a duly held regular or special meeting or by
written consent in lieu of any such meeting.
OPTION AGREEMENTS
Each Option granted under the Plan shall be evidenced by an agreement
(the "Option Agreement") in such form as shall have been approved by the Board.
The Option Agreement shall be subject to the terms, provisions, and conditions
of the Plan and may contain such other terms, provisions, and conditions that
are not inconsistent with the Plan as the Board shall determine.
GRANT OF OPTIONS
Each director of the Company who is not otherwise an employee of the
Company or any of the Company's subsidiaries, as that term is defined in Section
425(f) of the Code (each of whom is referred to herein as a "Nonemployee
Director"), shall be granted an Option to purchase (the "Initial Option") the
number of shares of Common Stock determined as follows: Number of shares of
Common Stock subject to the Initial Option = (years of continuous service as
director x 500) + 2,000. Thereafter, as of the date of the Company's annual
meeting of shareholders in each year that the Plan remains in effect, commencing
with the 1992 annual meeting of shareholders, each Nonemployee Director who is
elected or reelected to the Board or who otherwise continues to serve as a
director of the Company as of the close of such meeting shall be granted,
without the exercise of discretion on the part of any person or persons, an
Option to purchase (the "Subsequent Option") 2,000 shares of Common Stock;
provided, however, that no Options shall be granted to a Nonemployee Director in
a particular year if such Nonemployee Director missed 50% or more of the
aggregate number of meetings of the Board of Directors and committees on which
he served during the twelve months preceding the annual meeting for such year.
If, as of such annual meeting date of any year that the Plan is in effect, there
are not sufficient shares available under this Plan to allow for the grant to
each Nonemployee Director of Options for the number of shares provided herein,
each Nonemployee Director shall receive Options for his pro rata share of the
total number of shares of Common Stock available under the Plan.
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SHARES SUBJECT TO THE PLAN
Subject to adjustments as provided in Section 11, the aggregate number
of shares of Common Stock reserved for issuance pursuant to the exercise of
Options granted under this Plan is 200,000. Such shares may consist of
authorized but unissued shares of Common Stock or previously issued shares of
Common Stock reacquired by the Company. Any of such shares which remain unissued
and which are not subject to outstanding Options at the termination of the Plan
shall cease to be reserved for the purposes of the Plan, but until termination
of the Plan the Company shall at all times reserve a sufficient number of shares
to meet the requirements of the Plan. Should any Option hereunder expire or
terminate prior to its exercise in full, the shares theretofore subject to such
Option may again be subject to an Option granted under the Plan. Exercise of an
Option shall result in a decrease in the number of shares of Common Stock which
may thereafter be available, both for purposes of the Plan and for sale to any
one individual, by the number of shares as to which the Option is exercised.
OPTION PRICE
The exercise price of each Option shall be the fair market value of the
Common Stock subject to such Option on the Date of Grant. For the purposes of
this Plan, the following terms shall have the following meanings:
(a) "Date of Grant" means (i) in the case of an Initial Option,
September 24, 1991; and (ii) in the case of a Subsequent Option, the date of the
annual meeting of shareholders on which such Subsequent Option is granted.
(b) The "fair market value" of a share of Common Stock on a particular
date shall be deemed to be the average (mean) of the reported "high" and "low"
sales prices for such shares as reported in The Wall Street Journals
NYSE-Composite Transactions listing for such day (corrected for obvious
typographical errors), or if such shares are not reported in such listing, then
the average of the reported "high" and "low" sales prices on the largest
national securities exchange (based on the aggregate dollar value of securities
listed) on which such shares are listed or traded, or if such shares are not
listed or traded on any national securities exchange, then the average of the
reported "high" and "low" sales prices for such shares in the over-the-counter
market, as reported on the National Association of Securities Dealers Automated
Quotations System, or, if such prices shall not be reported thereon, the average
between the closing bid and asked prices so reported, or, if such prices shall
not be reported, then the average closing bid and asked prices reported by the
National Quotation Bureau Incorporated, or, in all other cases, the value
established by the Board of Directors of the Company in good faith.
TERM OF PLAN
The Plan shall be effective as of September 24, 1991. Options granted
under this Plan may not be exercised before the approval of the Plan at the 1991
annual meeting of the Company's stockholders by the affirmative vote of the
holders of a majority of the outstanding shares of the Company's stock present,
or represented by proxy, and entitled to vote. If such approval of the Plan by
the stockholders does not occur at such meeting, any Options granted pursuant to
this Plan shall be void. Except with respect to Options then outstanding, if not
sooner terminated under the provisions to Section 16 of this Plan, the Plan
shall terminate upon and no further Options shall be granted after the date of
the annual meeting of stockholders held in 2003.
PROCEDURE FOR EXERCISE
No option granted under this Plan may be exercised, and the shares
subject to each Option may not be purchased, for a period of six (6) months
after the Date of Grant of such Option. Thereafter, Options shall be exercised
by written notice to the Company setting forth the number of shares with respect
to which the Option is to be exercised and specifying the address to which the
certificates for such shares are to be mailed. Such notice shall be accompanied
by cash or certified check or bank draft payable to the order of the Company in
an amount equal to the option price per share multiplied by the number of shares
of Common Stock as to which the Option is then being exercised or, at the
election of the Nonemployee Director who holds such Option, accompanied by
Common Stock held by the Nonemployee Director equal in value to the full amount
of the option price (or any combination of cash or such Common Stock). For
purposes of determining the amount, if any, of the option price satisfied by
payment in Common Stock, such Common Stock shall be valued at its fair market
value on the date of exercise in accordance with Section 6(b) of this Plan. Any
Common Stock delivered in satisfaction of all or a portion of the option price
shall be appropriately endorsed for transfer and assigned to the Company. No
fraction of a share of Common Stock shall be issued by the Company upon exercise
of an Option or accepted by the Company in payment of the purchase price
thereof. As promptly as practicable after receipt of such written notification
and payment, the Company shall deliver to the Nonemployee Director one or more
certificates
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representing in the aggregate the number of shares with respect to which such
Option was exercised, issued in the Nonemployee Director's name; provided,
however, that such delivery shall be deemed to have occurred for all purposes
when a stock transfer agent of the Company shall have deposited such
certificates in the United States mail, addressed to the Nonemployee Director,
at the address specified pursuant to this Section 8.
ASSIGNABILITY
An Option shall not be assignable or otherwise transferable by the
Nonemployee Director holding such Options except by will or by the laws of
descent and distribution, and may be exercised during such Nonemployee
Director's lifetime only by that Nonemployee Director. No transfer of an Option
by a Nonemployee Director by will or by the laws of descent and distribution
shall be effective to bind the Company unless the Company shall have been
furnished with written notice of the transfer and an authenticated copy of the
will and such other evidence as the Board may deem necessary to establish the
validity of the transfer and the acceptance by the transferee or transferees of
the terms and conditions of such Option.
NO RIGHTS AS SHAREHOLDER
No Nonemployee Director shall have any rights as a shareholder with
respect to shares covered by an Option until the date of issuance of a stock
certificate representing such shares. Except as provided in Section 11 of this
Plan, no adjustment for dividends, or otherwise, shall be made if the record
date therefore is prior to the date of issuance of such certificate.
RECAPITALIZATION OR REORGANIZATION
(a) The existence of the Plan and the Options granted hereunder shall
not affect in any way the right or power of the Company or its shareholders to
make or authorize any adjustment, recapitalization, reorganization or other
change in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issue of debt or equity securities ranking
prior to or affecting the Common Stock or the rights attendant thereto, or the
dissolution or liquidation of the Company, or any sale, lease, exchange or other
disposition of all or any part of the Company's assets or business or any other
corporate act or proceeding, whether of a similar or dissimilar nature.
(b) The shares with respect to which options may be granted hereunder
are shares of Common Stock of the Company as presently constituted. If, and
whenever, prior to the delivery by the Company of all of the shares of the Stock
which are subject to Options granted hereunder, the Company shall effect a
subdivision or consolidation of shares or other capital readjustment, the
payment of a stock dividend, a stock split, a combination of shares, a
recapitalization or other increase or reduction of the number of shares of the
Common Stock outstanding without receiving consideration therefore in money,
services or property, the number of shares of Stock available under this Plan
and the number of shares of Stock with respect to which Options granted
hereunder may thereafter be exercised shall (i) in the event of an increase in
the number of outstanding shares, be proportionately increased, and the option
price payable per share shall be proportionately reduced, and (ii) in the event
of a reduction in the number of outstanding shares, be proportionately reduced,
and the option price payable per share shall be proportionately increased.
(c) If the Company is reorganized, merged or consolidated or is
otherwise a party to a plan of exchange with another corporation pursuant to
which reorganization, merger, consolidation or plan of exchange shareholders of
the Company receive any shares of Common Stock or other securities or if the
Company shall distribute ("Spin Off") securities of another corporation to its
shareholders, there shall be substituted for the shares subject to the
unexercised portions of outstanding Options granted hereunder an appropriate
number of shares of (i) each class of stock or other securities which were
distributed to the shareholders of the Company in respect of such shares in the
case of a reorganization, merger, consolidation or plan of exchange, or (ii) in
the case of a Spin Off, the securities distributed to shareholders of the
Company together with shares of Common Stock, such number of shares or
securities to be determined in accordance with the provisions of Section 425 of
the Code (or other applicable provisions of the Code or regulations issued
thereunder which may from time to time govern the treatment of stock options in
such a transaction); provided, however, that all such Options may be canceled by
the Company as of the effective date of a reorganization, merger, consolidation,
plan of exchange or Spin Off, or any dissolution or liquidation of the Company,
by giving notice to each Nonemployee Director of the Company's intention to do
so and by permitting the purchase for a period of at least thirty days during
the sixty days next preceding such effective date of all of the shares subject
to such outstanding Options, without regard to the installment provisions (if
any) set forth in the Option Agreements governing such Options; and provided
further that in the event of a Spin Off, the Company may, in lieu of
substituting securities or accelerating and canceling Options as contemplated
above, elect (A) to reduce the purchase price for each share of Stock subject to
an
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outstanding Option by an amount equal to the fair market value, as determined in
accordance with the provisions of Section 6(b), of the securities distributed in
respect of each outstanding share of Common Stock in the Spin Off or (B) to
reduce proportionately the purchase price per share and to increase
proportionately the number of shares of Common Stock subject to each Option in
order to reflect the economic benefits inuring to the shareholders of the
Company as a result of the Spin Off.
(d) Except as otherwise expressly provided in this Plan, the issuance
by the Company of shares of stock of any class or securities convertible into or
exchangeable for shares of stock of any class, for cash, property, labor or
services, upon the direct sale, upon the exercise of rights or warrants to
subscribe therefore, or upon conversion of shares or obligations of the Company
convertible into or exchangeable for such shares or other securities, and in any
case whether or not for fair value, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number of shares of Common
Stock subject to Options theretofore granted or the exercise price per share.
TERMINATION OF OPTION
(a) Upon the optionees ceasing to be a Nonemployee Director of the
Company for cause (as hereinafter defined), such optionees Options shall
terminate immediately. For purposes of this Section, "cause" shall mean a breach
of such Nonemployee Director's fiduciary duty as a director of the Company or
such Nonemployee Director's conviction of a felony or a crime involving moral
turpitude.
(b) Upon an optionees ceasing to be a Nonemployee Director as a result
of retirement, disability or death, or such optionees becoming employed by the
Company or a subsidiary of the Company, the period during which such optionee
may exercise any outstanding portion of his Options shall not exceed (i) one
year from the date of retirement, disability or death or (ii) three months from
the date such employment begins; provided, however that should that optionee die
during such three-month period, such Options shall terminate one year from the
date of employment. Notwithstanding the foregoing, however, in no event shall
the period during which such Options may be exercised extend beyond the
expiration of the term of such Options.
(c) Upon an optionees ceasing to be a Nonemployee Director for any
reason other than for cause (as hereinabove defined) or as a result of
retirement, disability, death or his employment by the Company or a subsidiary,
the optionee shall be entitled to exercise any outstanding portion of his
Options for a period of three months from the date the optionee ceases to be a
Nonemployee Director; provided, however, that should such optionee die during
such three-month period, such Options shall terminate one year from the date
such optionee ceased to be a Nonemployee Director.
COMPLIANCE WITH LAW; PURCHASE FOR INVESTMENT
No shares shall be issuable upon the exercise of an Option unless the
Company shall have determined that the issuance complies with applicable law.
Unless the Options and shares of Common Stock subject to this Plan have been
registered under the Securities Act of 1933, as amended, no shares shall be
issuable upon exercise of an Option unless the Company has determined that such
registration is unnecessary and, if deemed necessary by the Company, each person
exercising an Option under this Plan has represented in writing that he is
acquiring such shares for his own account for investment and not with a view to,
or for sale in connection with, the distribution of any part thereof. The
Company may require that any certificates of shares issued upon exercise of an
Option bear a legend restricting transfer thereof on such terms as the Company
may determine, and the Company may instruct its transfer agent to "stop
transfer" of any such shares on such terms as it deems appropriate.
TAXES
(a) The Company may make such provisions as it deems appropriate for
the withholding of any taxes if the Company determines such withholding is
required in connection with the grant or exercise of any Options.
(b) Any Nonemployee Director may pay all or any portion of the taxes
required to be withheld by the Company or paid by him in connection with the
exercise of an Option by electing to have the Company withhold shares of Common
Stock, or by delivering previously owned shares of Common Stock, having a fair
market value, determined in accordance with Section 6(b), equal to the amount
required to be withheld or paid. A Nonemployee Director must make the foregoing
election on or before the date that the amount of tax to be withheld is
determined ("Tax Date"). All such elections are irrevocable and subject to
disapproval by the Board and are subject to the following additional
restrictions: (i) such election may not be made within six months of the grant
of an Option, provided that this limitation shall not apply in the event of
death or disability; and (ii) such election must be made either six months or
more prior to the Tax Date or in a
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window period commencing on the third business day following the Company's
release of a quarterly or annual summary statement of sales and earnings and
ending on the twelfth business day following such release. Where the Tax Date in
respect of an Option is deferred until six months after exercise and the
Nonemployee Director elects share withholding, the full amount of shares of
Common Stock will be issued or transferred to him upon exercise of the Option,
but he shall be unconditionally obligated to tender back to the Company the
number of shares necessary to discharge the Company's withholding obligation or
his estimated tax obligation on the Tax Date.
GOVERNMENT REGULATIONS
This Plan, the grant and exercise of Options hereunder, and the
obligation of the Company to sell and deliver shares under such Options, shall
be subject to all applicable laws, rules and regulations, and to such approvals
by any governmental agencies or national securities exchanges as may be
required. Notwithstanding any other provision of the Plan or any Option
Agreement to the contrary, the Plan shall be administered and interpreted in
order that the Plan, and the grant and exercise of Options under the Plan, shall
comply with the provisions of Section 16 of the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder, as amended
from time to time.
AMENDMENT OR TERMINATION OF THE PLAN
The Board in its discretion may terminate the Plan at any time with
respect to any shares for which Options have not theretofore been granted. The
Board shall have the right to alter or amend the Plan or any part thereof from
time to time; provided, that no change to any Option may be made which would
impair the rights of the Nonemployee Director holding that Option without the
consent of that Nonemployee Director; and provided, further, that the Board may
not make any alteration or amendment which would materially increase the
benefits accruing to participants under the Plan, increase the aggregate number
of shares which may be issued pursuant to the provisions of the Plan, change the
class of individuals eligible to receive Options under the Plan or extend the
term of the Plan, without the approval of the stockholders of the Company.
Notwithstanding the foregoing, to the extent but only to the extent required in
order that Rule 16b-3, as promulgated in SEC Release No. 34-28869, February 8,
1991, be complied with, the Plan shall not be amended more than once every six
months, other than to comport with changes in the Code, the Employee Retirement
Income Security Act, or the rules thereunder.
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OFFSHORE LOGISTICS, INC.
PROXY
This Proxy is Solicited on Behalf of
the Board of Directors
The undersigned stockholder of Offshore Logistics, Inc., a Delaware
corporation, hereby appoints George M. Small and H. Eddy Dupuis, and each of
them, proxies with power of substitution to vote and act for the undersigned, as
designated on the reverse side, with respect to the number of shares of the
Common Stock the undersigned would be entitled to vote if personally present at
the Annual Meeting of Stockholders to be held at the Four Seasons Hotel,
Houston, Texas, on Monday, September 17, 2001, at 3:00 p.m., and at any
adjournments thereof, and, at their discretion, the proxies are authorized to
vote upon such other business as may properly come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED HEREIN BY
THE STOCKHOLDER. IF NO DIRECTION IS SPECIFIED WHEN THE DULY EXECUTED PROXY IS
RETURNED, SUCH SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE
BOARD OF DIRECTORS OF THE COMPANY.
The Board of Directors of the Company recommends that you vote FOR each of
the nominees listed on the reverse side for election as Directors of the Company
and FOR approval of the proposal to amend the Offshore Logistics, Inc.
Nonqualified Stock Option Plan for Nonemployee Directors.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.
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30
Please mark
your votes as
indicated in
this example [X]
(1) Election of the following nominees as Directors:
For all Withhold for Withhold for the following
nominees all nominees only: (Write the name(s) of
[ ] [ ] the nominee(s) below) Peter
N. Buckley, Jonathan H.
Cartwright, Louis F. Crane,
David M. Johnson, Kenneth
M. Jones, George M. Small,
Robert W. Waldrup and
Howard Wolf.
---------------------------
(2) Approval of proposal to amend the Offshore Logistics, Inc. Nonqualified
Stock Option Plan for Nonemployee Directors.
For Against Abstain
[ ] [ ] [ ]
The undersigned hereby
acknowledges receipt of a
copy of the accompanying
Notice of Annual Meeting of
Stockholders and Proxy
Statement and hereby
revokes any proxy or
proxies heretofore given.
Date:
---------------------------
---------------------------
Signature
---------------------------
Signature
Please mark, date and sign
as your account name
appears and return in the
enclosed envelope. If
acting as executor,
administrator, trustee or
guardian, etc., you should
indicate same when signing.
If the signer is a
corporation or partnership,
please sign the full
corporate name or
partnership name by duly
authorized officer or
person. If the shares are
held jointly, each joint
stockholder named should
sign.
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FOLD AND DETACH HERE