SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Petroleum Helicopters, Inc.
__________________________________________________________
(Name of Registrant as Specified In Its Charter)
Petroleum Helicopters, Inc.
__________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:1
_____________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________
1 Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] 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
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and the date of its filing.
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<PAGE>
Preliminary Copies
PETROLEUM HELICOPTERS, INC.
5728 Jefferson Highway
P.O. Box 23502
New Orleans, Louisiana 70183
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Holders of Voting Common Stock of Petroleum
Helicopters, Inc.:
The annual meeting of stockholders of Petroleum Helicopters,
Inc. ("PHI") will be held at PHI's offices, 5728 Jefferson
Highway, New Orleans, Louisiana, on Wednesday, September 28,
1994, at 10:00 a.m., New Orleans time, to:
1. Elect directors.
2. Consider and vote upon a proposal to change PHI's state
of incorporation from the State of Delaware to the
State of Louisiana by adopting an Agreement of Merger
dated August ___, 1994.
3. Transact such other business as may properly come
before the meeting or any adjournments thereof.
Only holders of record of PHI's voting common stock at the
close of business on August 1, 1994, are entitled to notice of
and to vote at the annual meeting.
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE
ACCOMPANYING ENVELOPE AS PROMPTLY AS POSSIBLE. A PROXY MAY BE
REVOKED AT ANY TIME PRIOR TO THE VOTING THEREOF.
By Order of the Board of Directors
Robert D. Cummiskey, Jr.
Secretary
New Orleans, Louisiana
_____________, 1994
<PAGE>
Preliminary Copies
PETROLEUM HELICOPTERS, INC.
5728 Jefferson Highway
P.O. Box 23502
New Orleans, Louisiana 70183
______________, 1994
PROXY STATEMENT
This Proxy Statement is furnished to holders of voting
common stock ("Voting Common Stock") of Petroleum Helicopters,
Inc. ("PHI") in connection with the solicitation on behalf of its
Board of Directors (the "Board") of proxies for use at the annual
meeting of stockholders of PHI to be held on Wednesday, September
28, 1994 at the time and place set forth in the accompanying
notice and at any adjournments thereof (the "Meeting").
Only stockholders of record of Voting Common Stock at the
close of business on August 1, 1994 (the "Record Date") are
entitled to notice of and to vote at the Meeting. On that date,
PHI had outstanding 3,278,068 shares of Voting Common Stock, each
of which is entitled to one vote.
The enclosed proxy may be revoked by the stockholder at any
time prior to the exercise thereof by filing with PHI's Secretary
a written revocation or duly executed proxy bearing a later date.
A stockholder who votes in person at the Meeting in a manner
inconsistent with a proxy previously filed on the stockholder's
behalf will be deemed to have revoked such proxy as it relates to
the matter voted upon in person.
This Proxy Statement is first being mailed to stockholders
on or about _____________, 1994, and the cost of soliciting
proxies in the enclosed form will be borne by PHI. In addition
to the use of the mails, proxies may be solicited by personal
interview, telephone and telegraph. Banks, brokerage houses and
other nominees or fiduciaries will be requested to forward the
soliciting material to their principals and to obtain
authorization for the execution of proxies, and PHI will, upon
request, reimburse them for their expenses in so acting.
ELECTION OF DIRECTORS
PHI's By-laws establish the number of directors to be
elected at the Meeting at four, and proxies cannot be voted for a
greater number of persons. Unless authority is withheld, the
persons named in the enclosed proxy will vote the shares
represented by the proxies received by them for the election of
the four persons named below to serve until the next annual
meeting and until their successors are duly elected and
qualified. In the unanticipated event that one or more nominees
cannot be a candidate at the Meeting, the By-laws provide that
the number of authorized directors will be automatically reduced
by the number of such nominees unless the Board determines
otherwise, in which case proxies will be voted in favor of such
other nominees as may be designated by the Board.
The following table sets forth certain information as of the
Record Date with respect to each nominee to be proposed on behalf
of the Board. Unless otherwise indicated, each person has been
engaged in the principal occupation shown for the past five
years.
Year First
Became a
Name and Age Principal Occupation Director
____________ ____________________ ________
Carroll W. Suggs, 55 Chairman of the Board and 1989
Chief Executive Officer.<FN1>
Leonard M. Horner, 67 Private Investments.<FN2> 1992
Robert E. Perdue, 65 Private Investments; 1990
Consultant to The Boeing
Company (aircraft
manufacturer) and other
aviation companies.<FN3>
Robert G. Lambert, 64 Consultant; Chairman of the 1994
Board of Directors of
Aviall, Inc. (aviation parts
distributor and provider of
aviation engine repair
services)<FN4>
_____________________
<FN1> Mrs. Suggs became Chief Executive Officer in July 1992 and
Chairman of the Board in March 1990. From September 1989
until March 1990, Mrs. Suggs served as PHI's Vice Chairman
of the Board. Since August 1993, Mrs. Suggs has also served
as a director of Varco International, Inc.
<FN2> From 1974 to 1991, Mr. Horner served in various capacities
with Bell Helicopter Textron (helicopter manufacturer),
including Chairman, President, Executive Vice President,
Senior Vice President-Marketing and Programs, and Vice
President-Operations. Prior to 1974, Mr. Horner was
employed by United Technologies/Sikorsky Aircraft
(helicopter manufacturer) for 17 years.
<FN3> Mr. Perdue served The Boeing Company from 1986 until 1989 as
Vice President-Sales, U.S., Canada and Leasing Companies,
and from 1983 until 1986 as Vice President-Sales, Europe and
Canada.
<FN4> From 1989 through 1992, Mr. Lambert served as Senior
Executive Vice President - Aviation of Ryder System, Inc.
_____________________
No director, nominee or executive officer of PHI has a
family relationship with any other such person.
During fiscal 1994, the Board held six meetings. Each
incumbent director of PHI attended at least 75% of the aggregate
number of meetings held during fiscal 1994 of the Board and
committees of which he or she was a member.
The Board has a Finance, Audit and Compensation Committee
(the "Committee"), the members of which are Messrs. Horner and
Perdue. The Committee, which met twice during fiscal 1994, is
responsible for making recommendations to the Board concerning
the selection and retention of PHI's independent auditors,
reviewing the results of audits of PHI by its independent
auditors, and discussing audit recommendations with management
and reporting the results of its reviews to the Board. The
Committee is also responsible for reviewing and making
recommendations regarding the compensation of employees,
officers, and directors of PHI and administering PHI's 1992 Non-
Qualified Stock Option and Stock Appreciation Rights Plan. The
Board does not maintain a standing nominating committee.
PROPOSAL TO CHANGE STATE OF INCORPORATION
General
At the Annual Meeting, the stockholders will be asked to
consider and vote upon a change in the state of incorporation of
PHI from the State of Delaware to the State of Louisiana (the
"Reincorporation Proposal") by adopting an Agreement of Merger in
the form attached hereto as Exhibit A (the "Merger Agreement"),
which provides for PHI's merger (the "Merger") into a wholly
owned subsidiary of PHI recently organized under the laws of
Louisiana for that purpose (the "Louisiana Corporation").
The Merger will not involve any change in the name, business
or management of PHI. The Merger, however, will change the law
applicable to PHI's corporate affairs from that of Delaware to
that of Louisiana, and will result in PHI being governed by the
Articles of Incorporation and By-laws of the Louisiana
Corporation, which are attached hereto as Exhibits B and C,
respectively, and are hereinafter referred to as the "New
Charter" and the "New By-laws," respectively.
PHI's capital stock currently consists of voting common
stock, $.08 1/3 par value per share (the "Voting Common Stock"),
and non-voting common stock, $.08 1/3 par value per share (the
"Non-Voting Common Stock," and together with the Voting Common
Stock, the "PHI Stock"). Pursuant to the Merger, each issued and
outstanding share of Voting Common Stock will be converted into
one share of voting common stock, $.10 par value per share, of
the Louisiana Corporation (the "New Voting Stock") and each
issued and outstanding share of Non-Voting Stock will be
converted into one share of Non-Voting Common Stock, $.10 par
value per share, of the Louisiana Corporation (the "New Non-
Voting Stock," and together with the New Voting Stock, the "New
Stock"). As with the relative rights of the Voting Common Stock
and Non-Voting Common Stock, the New Voting Stock and New Non-
Voting Stock will be identical in all respects, except with
respect to voting rights.
Although the Board believes that the Merger will not
significantly change the rights of PHI's stockholders, certain
provisions of the New Charter and New By-laws vary from those
existing in PHI's current Restated Certificate of Incorporation
and By-laws (referred to hereinafter as the "Current Charter" and
the "Current By-laws," respectively), the more significant of
which are discussed below. There are also numerous differences
in Delaware and Louisiana law, the more significant of which are
also discussed below. See "Comparative Rights of Stockholders
Before and After the Reincorporation."
The following summary does not purport to be a complete
description of the Reincorporation Proposal and is qualified in
its entirety by reference to the New Charter, the New By-laws and
the Merger Agreement.
Reasons for and Certain Effects of the Reincorporation
The Board believes that the reincorporation from the State
of Delaware to the State of Louisiana (the "Reincorporation") is
in the best interests of PHI and its stockholders. The
discussion below summarizes the reasons that the Board has
proposed the Reincorporation and certain effects of the
Reincorporation.
As a Delaware corporation that has its principal offices and
operations in Louisiana, PHI must now pay franchise taxes to, and
remain in good standing in both states. Although it transacts
practically no business in Delaware, PHI currently pays in excess
of $60,000 in annual franchise taxes to that state, all of which
will be saved by reincorporating in Louisiana, along with other
administrative costs associated with remaining in good standing
in Delaware. If the Reincorporation is effected, PHI will not
incur any additional franchise tax liability in Louisiana.
The Reincorporation will increase the likelihood that
litigation involving a contest for corporate control or a similar
dispute involving the Louisiana Corporation will be brought
before courts located in Louisiana, which may be more likely to
consider the effects of such litigation on the economy and
constituents of Louisiana. PHI's Board is unaware of any pending
or threatened tender offers or any other actions to gain
corporate control of PHI and assigned no weight to this factor in
making its determination to recommend the Proposal to the PHI
stockholders.
The Current Charter authorizes PHI to issue 7,200,000 shares
of Voting Common Stock and 7,200,000 shares of Non-Voting Common
Stock. Although neither PHI nor the Louisiana Corporation has
present plans or arrangements to issue additional stock, the New
Charter authorizes the issuance of up to 12,500,000 shares of New
Voting Stock and 12,500,000 shares of New Non-Voting Stock in
order to facilitate future issuances.
Under the Current Charter, no shares of preferred stock are
authorized; however, the New Charter authorizes the Louisiana
Corporation's Board of Directors to issue, without shareholder
approval, up to ten million shares of preferred stock. For
certain effects of the authorized shares of preferred stock of
the Louisiana Corporation, see "Comparative Rights of
Stockholders Before and After the Reincorporation -- Authorized
Shares of Preferred Stock."
Manner of Effecting the Reincorporation
The Reincorporation will be effected by merging PHI with and
into the Louisiana Corporation under the terms and conditions of
the Merger Agreement. At the effective time of the Merger (as
defined in the Merger Agreement), the separate existence of PHI
will cease and each issued and outstanding share of Voting Common
Stock will be converted into one fully paid and nonassessable
share of the New Voting Stock, and each issued and outstanding
share of Non-Voting Common Stock will be converted into one fully
paid and nonassessable share of New Non-Voting Stock, thereby
effecting a one-for-one exchange of all of the outstanding shares
of PHI Stock. Each outstanding certificate representing shares
of Voting Common Stock and Non-Voting Common Stock will continue
to represent the same number of shares of New Voting Stock and
New Non-Voting Stock, respectively, and it will therefore not be
necessary for stockholders of PHI to exchange their existing
stock certificates for new certificates. Following the Merger,
delivery of existing stock certificates will convey good title to
transferees, each of whom will receive a certificate representing
shares of New Stock upon cancellation of the old stock
certificate. It is anticipated that the New Voting Stock and New
Non-Voting Stock will continue to be traded without interruption
on the NASDAQ System (Small-Cap Issues).
Upon approval by PHI's stockholders of the Merger Agreement,
the Board of Directors expects to effect the Merger within thirty
days after the Annual Meeting (the "Effective Date"). The Merger
Agreement, however, provides that the Merger may be abandoned at
any time at the discretion of the Board of Directors of either
corporation.
In accordance with Delaware law, appraisal rights will not
be available to PHI's stockholders in connection with the Merger.
No Change in Name, Business or Management
Upon the Effective Date, the Louisiana Corporation will
succeed to all PHI's businesses, assets and liabilities, and will
conduct its operations in the same name, locations and manner as
the businesses of PHI. As stated in the New Charter, the
Louisiana Corporation will be authorized to enter into any
business activity in which a Louisiana Corporation may lawfully
engage, but no changes in PHI's business are currently
contemplated. PHI's officers and directors on the Effective Date
(after giving effect to the election of directors at the Annual
Meeting) will continue to hold the same offices with the
Louisiana Corporation as they hold with PHI on such date. All
benefit and compensation plans and arrangements of PHI described
in this Proxy Statement will be continued by the Louisiana
Corporation on the same terms and conditions in effect on the
Effective Date.
Comparative Rights of Stockholders Before and After the
Reincorporation
General. Delaware and Louisiana both have comprehensive
corporate statutes governing the affairs of corporations
incorporated under their respective laws. In many cases a
corporation incorporated under these laws is free, within certain
limitations, to elect to be governed by alternate rules, provided
these alternate rules are set forth in the corporation's
certificate or articles of incorporation, or its by-laws.
Although some provisions in the New Charter and New By-laws have
substantially similar effects to the provisions of the Current
Charter and Current By-laws, the Board elected to change certain
of the rules governing the Louisiana Corporation's corporate
affairs. Moreover, certain of the rights of the Louisiana
Corporation's shareholders will differ from those currently
possessed by PHI's stockholders due to requirements imposed by
Louisiana law that cannot be modified.
Some of the material differences between the rights of the
Louisiana Corporation's shareholders and the rights of PHI's
stockholders are set forth below. It should be understood that
the description of these differences is a summary only and does
not purport to be a complete description of all the differences
in rights.
Liability of Officers and Directors. Under the laws of both
Delaware and Louisiana, stockholders are entitled to bring suit,
generally in an action on behalf of the corporation, to recover
damages caused by breaches of the duty of care and the duty of
loyalty owed to a corporation and its stockholders by directors
and, to a certain extent, officers. Both Delaware and Louisiana
permit corporations to (i) include provisions in their
certificate or articles of incorporation that limit personal
liability for monetary damages resulting from breaches of the
duty of care, subject to certain exceptions which are the same
for each state, and (ii) indemnify officers and directors in
certain circumstances for their expenses and liabilities incurred
in connection with defending pending or threatened suits, as more
fully described below.
Limitation of Liability. The Current Charter includes a
provision that eliminates the personal liability of a director to
PHI and its stockholders for monetary damages resulting from
breaches of the duty of care to the fullest extent permitted by
Delaware law and further provides that any amendment or repeal of
this provision will not affect the elimination of liability
accorded to any director for acts or omissions occurring prior to
such amendment or repeal. The New Charter includes a limitation
of liability provision containing virtually identical terms, but
the protection has been extended to officers as well as
directors, which is permitted under Louisiana but not Delaware
law. The New Charter also authorizes the Louisiana Corporation's
Board to enter into contracts with directors and officers
providing for this limitation of liability. See "--
Indemnification and Insurance."
Indemnification and Insurance. Under the corporate statutes
of Delaware and Louisiana, corporations are permitted, and in
some circumstances required, to indemnify, among others, current
and prior officers, directors, employees or agents of the
corporation for expenses and liabilities incurred by such parties
in connection with defending pending or threatened suits
instituted against them in their corporate capacities, provided
certain specified standards of conduct are determined to have
been met. These corporate statutes further permit corporations
to grant indemnification rights more expansive than those
permitted by statute and to purchase insurance for indemnifiable
parties against any liability asserted against or incurred by
such parties in their corporate capacities.
Under Delaware's statute, the granting of indemnification
rights more expansive than those permitted by statute can be
authorized by the stockholders or the directors who will not
benefit thereby. Under Louisiana law, the same authorization may
be given by the shareholders or the board of directors,
regardless of whether any or all of the directors are
beneficiaries of the expanded rights. In addition, unlike
Delaware's statute, Louisiana's statute contains an express
authorization for corporations to establish trust funds,
insurance subsidiaries or other forms of self-insurance for the
benefit of its officers, directors, employees and agents.
The New Charter confirms the authority of the Louisiana
Corporation's Board to (i) adopt by-laws or resolutions providing
for indemnification of directors, officers and other persons to
the fullest extent permitted by law, (ii) enter into contracts
with directors and officers providing for indemnification to the
fullest extent permitted by law and (iii) exercise its power to
procure directors' and officers' liability insurance. The New
Charter also provides that any amendment or repeal of any by-law
or resolution relating to indemnification will not adversely
affect any person's entitlement to indemnification whose claim
results from conduct occurring prior to the date of such
amendment or repeal.
The New By-laws expressly provide for indemnification of
directors, officers and employees to the fullest extent permitted
by law against any costs incurred by him or her in connection
with any threatened, pending or completed claim, action, suit or
proceeding against such person or as to which he or she is
involved solely as a witness or person required to give evidence
because he or she is a director, officer or employee of the
Louisiana Corporation. Without a specific provision regarding
indemnification, the Louisiana Corporation's Board would be
permitted to indemnify directors, officers and employees at its
discretion, but would not be required by law to do so unless such
person was successful in defending a claim against him or her.
The Board anticipates that it will enter into
indemnification contracts with the Louisiana Corporation's
directors and certain or all of its officers that will provide
for the elimination, to the fullest extent permitted by law, of
any indemnified party's liability to the Louisiana Corporation or
its shareholders for monetary damages for breach of his or her
fiduciary duty as a director or officer (see "- Limitation of
Liability"), and will provide the contracting director or officer
with certain procedural and substantive rights to
indemnification. It is anticipated that such indemnification
rights will apply to acts or omissions of such persons, whether
such acts or omissions occurred before or after the effective
date of the contract. Although the New Charter provides for this
limitation of liability and the New By-laws provide certain
indemnification rights discussed above, the Board believes that
the execution of indemnification contracts will provide
additional assurance to directors and officers against the threat
of uninsured liability because the contractual rights and
obligations created thereby will be binding on any successor to
the Louisiana Corporation and cannot be modified without the
consent of all parties thereto.
The Louisiana Corporation anticipates that it will maintain
the same insurance coverage as PHI with respect to the liability
of its directors and officers for actions taken in their official
capacities.
A vote in favor the Reincorporation Proposal will be
considered a vote approving the execution of indemnification
contracts with present and future directors and officers as well
as the indemnification provisions of the New By-laws. The Board
is not aware of any pending or threatened claims or actions that
could result in the indemnification of any directors, officers or
employees under the indemnification contracts contemplated or the
New By-laws.
Authorized Shares of Preferred Stock. Under the Current
Charter, no shares of preferred stock are authorized. The New
Charter authorizes the Louisiana Corporation's Board of Directors
to issue, without shareholder approval, up to 10 million shares
of preferred stock, no par value per share, in one or more series
with such rights, qualifications, limitations or restrictions as
the Board shall specify (the "New Preferred Stock"). Although
PHI has no present plans or commitments for the issuance of any
of these shares, the Board believes that authorizing the New
Preferred Stock will provide it with increased flexibility to
issue preferred stock in connection with the acquisition of
businesses, raising additional capital or for other lawful
corporate purposes. The issuance of any New Preferred Stock
convertible into New Stock, however, may have the effect of
diluting the equity interest of the holders of the New Stock.
One of the effects of authorizing the New Preferred Stock
may be to enable the Louisiana Corporation's Board to make more
difficult or to discourage an attempt to obtain control of the
Louisiana Corporation by means of a merger, tender offer, proxy
contest or otherwise, and thereby to protect the incumbency of
the Louisiana Corporation's management, even if such attempted
change in control was favored by the holders of a majority of the
Louisiana Corporation's total voting power. If, in the due
exercise of its fiduciary obligations, the Louisiana
Corporation's Board were to determine that a takeover proposal
was not in the best interest of the Louisiana Corporation or its
shareholders, such shares could be issued by the Louisiana
Corporation's Board without shareholder approval in one or more
transactions that might prevent, delay or make more difficult or
costly the completion of the takeover transaction. Preferred
Stock issued by the Louisiana Corporation's Board could dilute
the voting or other rights of the proposed acquiror or insurgent
shareholder group, put a substantial voting block in
institutional or other hands that might undertake to support the
position of the incumbent Louisiana Corporation's Board, or
effect an acquisition that might complicate or preclude the
takeover. However, PHI is unaware of any such transactions or
actions and has not proposed the authorization of the New
Preferred Stock to render more difficult or discourage changes in
control of the Louisiana Corporation.
Laws with Possible Antitakeover Effects. Although the Board
is not proposing the Reincorporation for the purpose of
discouraging hostile takeover attempts, the laws of Delaware and
Louisiana that regulate hostile takeover attempts differ in
certain fundamental respects, as described in more detail below.
Fair Price Provisions. Louisiana has adopted a statute (the
"Louisiana Fair Price Statute") that is intended to deter the use
of "two-tier" tender offers in which an "Interested Shareholder"
obtains in a "Business Combination" a controlling interest in the
shares of a Louisiana corporation having 100 or more beneficial
shareholders at a price substantially in excess of the market
value of the corporation's voting stock and seeks in the "second
tier" to compel a merger or similar corporate action in which the
consideration paid to the remaining shareholders is greatly
reduced. Under the statute, an Interested Shareholder is defined
to include any person (other than the corporation, its
subsidiaries or its employee benefit plans) who is the beneficial
owner of shares of capital stock representing 10% or more of the
total voting power of a corporation. The term Business
Combination is broadly defined to include most corporate actions
that an Interested Shareholder might contemplate after acquiring
a controlling interest in a corporation in order to increase his
share ownership or reduce his acquisition debt. These "second
tier" transactions include any merger or consolidation of the
corporation involving an Interested Shareholder, any disposition
of assets of the corporation to an Interested Shareholder, any
issuance to an Interested Shareholder of securities of the
corporation meeting certain threshold amounts and any
reclassification of securities of the corporation having the
effect of increasing the voting power or proportionate share
ownership of an Interested Shareholder.
Under the Louisiana Fair Price Statute, a Business
Combination must be recommended by the board of directors and
approved by the affirmative vote of the holders of 80% of the
total voting power of the corporation and two-thirds of the total
voting power excluding the shares held by the Interested
Shareholder (in addition to any other votes required under law or
the corporation's articles of incorporation), unless the
transaction is approved by the board of directors prior to the
time the Interested Shareholder first obtained such status or the
Business Combination satisfies certain minimum price, form of
consideration and procedural requirements.
Although the statute protects shareholders by encouraging an
Interested Shareholder to negotiate with the board of directors
or to agree to satisfy the minimum price, form of consideration
and procedural requirements imposed thereunder, it does not
prevent an acquisition of a controlling interest of a corporation
by an Interested Shareholder who does not contemplate initiating
a "second tier" transaction. The Louisiana Fair Price Statute
will permit the Louisiana Corporation's Board or its shareholders
to vote to have the Louisiana Corporation opt out of the
statute's protection at any time prior to the time there is an
Interested Shareholder, but it is not anticipated that the
Louisiana Corporation's Board will take such action or recommend
such action to the shareholders.
Delaware does not have a statute containing provisions
comparable to those of the Louisiana Fair Price Statute.
Louisiana Control Share Acquisition Statute and Delaware
Antitakeover Statute. As described further below, both Louisiana
and Delaware have laws that regulate tender offers and hostile
acquisitions. The Louisiana law is referred to as the "Louisiana
Control Share Statute," and the Delaware law is referred to as
the "Delaware Antitakeover Statute."
The Louisiana Control Share Statute provides that, subject
to certain exceptions, any shares of certain publicly-traded
Louisiana corporations acquired by a person or group (the
"Acquiror") that causes such person or group to have the power to
vote or direct the voting of shares in the election of directors
in excess of 20%, 33-1/3% or 50% thresholds shall have only such
voting power as may be accorded by the affirmative vote of, among
others, the holders of a majority of the votes of each voting
group entitled to vote separately on the proposal, excluding all
"interested shares" (as defined below), at a meeting that,
subject to certain exceptions, is required to be called for that
purpose upon the Acquiror's request. The Louisiana Control Share
Statute defines "interested shares" to sterilize the vote of
management of the corporation and the Acquiror and includes all
shares as to which the Acquiror, any officer of the corporation
and any director of the corporation who is also an employee of
the corporation may exercise or direct the exercise of voting
power. If either of the Acquiror fails to comply with certain
specified notice requirements or the stockholders vote against
according voting rights to the shares obtained by the Acquiror,
the corporation has the right to redeem the shares held by the
Acquiror for their fair value. The statute permits the articles
of incorporation or by-laws of a corporation to be amended to
exclude from its application share acquisitions occurring after
the adoption of the amendment; however, neither the New Charter
nor the New By-laws contain any such provision.
Unlike either the Louisiana Fair Price Statute or the
Delaware Antitakeover Statute, the Louisiana Control Share
Statute establishes a referendum format by which disinterested
shareholders may, in effect, demonstrate their support or
opposition to a proposed tender offer or share acquisition by
their vote as to whether to accord or deny voting rights to the
Acquiror with respect to the shares acquired by him or her. On
one hand, the possibility that voting rights might be denied with
respect to interested shares may encourage the Acquiror to
negotiate a non-hostile acquisition with the board of directors.
On the other hand, Acquirors that commence a tender offer at a
price in excess of prevailing market values may be able to
readily obtain the shareholder vote re-enfranchising his or her
shares, which, in all likelihood, would significantly reduce the
pressure on the Acquiror to negotiate with the board of directors
and the willingness of the board to continue to oppose the
transaction.
Under the Delaware Antitakeover Statute, any person who
acquires 15% or more of the outstanding voting stock of a
publicly-held Delaware corporation, without board approval
(thereby becoming an "interested stockholder"), may not engage in
any "business combination" with the corporation for a period of
three years following the date such person became an interested
stockholder unless the interested stockholder is able to obtain,
by virtue of the transaction that resulted in the person becoming
an interested stockholder, at least 85% of the corporation's
outstanding voting stock (excluding for the purposes of this
calculation shares held by directors who are officers and certain
employee benefit plans) or unless the business combination is
approved by the board of directors and the holders of two-thirds
of the outstanding voting stock of the corporation, excluding the
shares held by the interested stockholder.
The "business combinations" subject to the three-year
moratorium include a wide variety of transactions between an
interested stockholder and the corporation and include mergers,
consolidations, asset sales, stock transfers and other transfers.
Similar to the Louisiana Fair Price Statute, the statute does not
prevent tender offers nor does it affect voting rights of the
interested stockholder. Instead, the statute seeks to deter
"two-tier" tender offers containing "second-tier" business
combinations and encourages interested stockholders to negotiate
with the board of directors. Although the statute permits the
Board or PHI's stockholders to vote to have PHI opt out of the
statute, no such action has been taken and the statute therefore
currently applies to PHI.
Evaluation of Tender Offers. Unlike Delaware's corporate
statute, Louisiana's statute expressly permits a board of
directors, when considering a tender offer, exchange offer,
merger or consolidation, to consider, among other factors, the
social and economic effects of the proposal on the corporation,
its subsidiaries, and their respective employees, customers,
creditors and communities. The availability of this statute,
which has yet to be interpreted by a Louisiana court, may
increase the likelihood that directors reviewing a tender offer
will consider factors other than the price offered by an
acquiror, including the effect of the proposed transaction on the
corporation's non-shareholder constituents.
Voting Requirements. To authorize any (i) merger or
consolidation, (ii) sale, lease or exchange of all or
substantially all of a corporation's assets, (iii) voluntary
liquidation or (iv) amendments to the certificate or articles of
incorporation of a corporation, Delaware law requires, subject to
certain limited exceptions, the affirmative vote of the holders
of a majority of the outstanding shares of the voting stock (or
such higher percentage as may be set forth in the certificate of
incorporation). To authorize these same transactions, Louisiana
law requires, subject to certain limited exceptions, the
affirmative vote of the holders of two-thirds (or such larger or
smaller proportion, not less than a majority, as the articles of
incorporation may require) of the voting power present or
represented at the shareholder meeting in which the transaction
is considered and voted upon. To provide the shareholders of the
Louisiana Corporation with substantially the same voting rights
currently held by PHI's stockholders, the New Charter provides
that these transactions will be authorized by the affirmative
vote of the holders of a majority of the Louisiana Corporation's
total voting power. Cumulative voting has not been provided for
in either the Current Charter or New Charter.
Unlike Delaware law, Louisiana law provides that
shareholders are entitled to vote on sales, leases or exchanges
of substantially all of a corporation's assets only if the
corporation is solvent. If the corporation is insolvent, such
approval may be given by the board of directors.
Delaware law provides that the holders of outstanding shares
of a class of stock shall be entitled to vote as a class in
connection with any proposed amendment to the corporation's
certificate of incorporation, whether or not such holders are
entitled to vote thereon by the certificate of incorporation, if
such amendment adversely affects the rights of such holders or
changes the aggregate authorized number or par value of the
shares held thereby. Louisiana law requires a similar vote if
any proposed amendment to the articles of incorporation would
have any of six specified adverse effects on the holders of any
class of stock, unless the articles provide otherwise. The New
Charter does not so provide.
Reduction in Voting Power of Non-U.S. Owned Shares. A
corporation that holds an operating certificate issued by the
Federal Aviation Administration is required to have a required
percentage of its voting interest owned or controlled by United
States citizens. Accordingly, the New Charter, like the Current
Charter, reduces the voting power of shares owned by non-United
States citizens if the total voting power held by such persons
would exceed one percent less than the percentage permitted by
the Federal Aviation Regulations, which is currently 25%. The
New Charter also establishes certain presumptions and authorizes
PHI to take certain procedural actions designed to enhance PHI's
ability to monitor and ensure compliance with these requirements.
Dividends, Redemptions and Stock Repurchases. Set forth
below is a discussion of certain differences in the laws of
Delaware and Louisiana with respect to dividends, redemptions and
stock repurchases.
Dividends. Under both Delaware and Louisiana law, dividends
may be declared by the board of directors and paid out of
surplus, and, if no surplus is available, out of any net profits
for the then current fiscal year or the preceding fiscal year, or
both, provided that such payment will not reduce capital below
the amount of capital represented by all classes of outstanding
stock having a preference as to the distribution of assets upon
liquidation of the corporation. Louisiana law further provides
that no dividend may be paid when the corporation is insolvent or
would thereby be made insolvent, and that shareholders must be
notified of any dividend paid out of capital surplus.
Redemptions and Repurchases. Under Delaware law, a
corporation may redeem or repurchase its outstanding shares
provided that the assets of the corporation would not be reduced
to a level below that of the capital of the corporation. Under
Louisiana law, a corporation may redeem or repurchase its shares
out of surplus or, in certain circumstances, stated capital,
provided in either event that it is solvent and will not be
rendered insolvent thereby, and provided further that the net
assets are not reduced to a level below the aggregate liquidation
preferences of any shares that will remain outstanding after the
redemption.
Reversion of Dividends, Stock and Redeemed Shares. The New
Charter, in accordance with Louisiana law, has a provision that
cash, property or share dividends, shares issuable to
shareholders in connection with a reclassification of stock, and
the redemption price of redeemed shares, that are not claimed by
the shareholders entitled thereto within one year after the
dividend or redemption price became payable or the shares became
issuable revert in full ownership to the Louisiana Corporation,
and the Louisiana Corporation's obligation to pay such dividend
or redemption price or issue such shares, as the case may be,
will thereupon cease, subject to the power of the Louisiana
Corporation's Board to authorize such payment or issuance
following the reversion. Delaware law does not allow the
inclusion of this provision (or any similar provision which would
otherwise address and change the effect of state escheat laws) in
a certificate of incorporation.
Appraisal Rights. Under Delaware law, a stockholder has
appraisal rights in connection with most types of mergers and
consolidations. Appraisal rights are not available to
(i) stockholders of a surviving corporation whose vote is not
required to approve the merger or consolidation or
(ii) stockholders of any class of stock listed on a national
securities exchange or held of record by over 2,000 stockholders,
unless such stockholders are required in the merger to accept in
exchange for their shares consideration other than shares of the
surviving corporation, shares of another listed corporation or a
corporation whose shares are held by over 2,000 stockholders,
cash in lieu of fractional shares of such corporations, or any
combination thereof.
Procedurally, Delaware law requires only that a dissenting
stockholder file a written demand for appraisal with the
corporation before the vote on the transaction and that such
stockholder not vote in favor of the merger or consolidation.
Thereafter, within 120 days of the effective date of the merger
or consolidation, either the surviving corporation or a
dissenting stockholder may file a petition in the Court of
Chancery demanding a determination of the fair value of the
shares of all dissenting stockholders, although at any time
within 60 days after the effective date of the transaction any
stockholder has the right to withdraw his demand and accept the
terms offered in the transaction. Lastly, under Delaware law,
the certificate of incorporation may provide that appraisal
rights shall be available for an amendment to the certificate of
incorporation and for the sale of all or substantially all of the
corporation's assets. The Current Charter does not provide for
appraisal rights in either such event.
Under Louisiana law, a shareholder has the right to dissent
from most types of merger or consolidation, or from the sale,
lease, exchange or other disposition of all or substantially all
of the corporation's assets, if such transaction is approved by
less than 80% of the corporation's total voting power. The right
to dissent is not available in the case of sales pursuant to an
order of a court or sales for cash on terms requiring
distribution of all or substantially all of the net proceeds to
the shareholders in accordance with their respective interests
within one year after the date of the sale. Moreover, no
dissenters rights are available with respect to (i) shareholders
holding shares of any class of stock which are listed on a
national securities exchange, unless the articles of
incorporation of the corporation issuing such stock provide
otherwise or the shares of such shareholders are not converted
solely into shares of the surviving corporation, or (ii)
shareholders of a surviving corporation whose approval is not
required in connection with a merger.
Procedurally, to exercise his dissenter's rights under
Louisiana law a shareholder must initiate three actions. First,
he must file a written objection to the proposed transaction
prior to or at the meeting at which the transaction is to be
considered. Second, he must vote his shares against the
transaction. Third, within twenty days of the mailing of a
notice from the surviving corporation that the transaction was
approved by less than 80% of the total voting power, he must make
a written demand for the payment of the fair cash value of his
shares as of the day before such vote and at the same time
deposit in escrow the certificates representing his shares. This
demand may be withdrawn at any time prior to the time of the
corporation's response, but may only be withdrawn with the
consent of the corporation thereafter. If the surviving
corporation and the shareholder cannot agree as to the fair cash
value of the shares, the shareholder may file suit to recover
such cash value in the Louisiana district court of the parish in
which the surviving corporation has its registered office.
Removal of Directors. Under Delaware law, any director may
be removed with or without cause by the holders of a majority of
shares entitled to vote at an election of directors. Similarly,
the New By-laws provide that any director may be removed at any
time by the vote of a majority of the voting power present at a
shareholders' meeting duly called for that purpose.
Other Differences in Rights. Set forth below is a
description of certain other material differences between the
rights of stockholders of the Louisiana Corporation and PHI.
Inspection Rights. Under Delaware law, upon written demand
made under oath for a proper purpose, any stockholder has the
right to inspect the corporation's stock ledger, a list of its
stockholders and its other books and records. If after five
business days the corporation fails to reply or refuses to comply
with such a request, the stockholder may apply to the Court of
Chancery to compel compliance.
Under Louisiana law, upon five days' written notice, any
shareholder, except a business competitor, who has been the
holder of record of at least 5% of the outstanding shares of any
class of the corporation for a minimum of six months has the
right to examine the records and accounts of the corporation for
any proper and reasonable purpose. Two or more shareholders who
have each held shares for a six-month period may aggregate their
stock holdings to attain the required 5% threshold. Business
competitors, however, must have owned at least 25% of all
outstanding shares for a minimum of six months to obtain such
inspection rights.
Voting by Proxy. As provided under Louisiana law, the New
Charter provides that directors may vote by proxy. Under
Delaware law, there is no similar provision.
Under both Delaware and Louisiana law, stockholders may vote
by proxy. Under Delaware law, stockholder proxies are valid for
three years or such longer period as specified therein. Under
Louisiana law, shareholder proxies are valid for eleven months or
such longer period up to three years as specified therein.
Changes in the Size and Composition of the Board of
Directors. Both the Current By-laws and the New By-laws fix the
number of directors at four provided that if after proxy
materials for any stockholders' meeting at which directors are to
be elected are mailed to stockholders and a director nominee
becomes unable or unwilling to serve, the number of authorized
directors is automatically reduced unless the Board selects an
additional nominee.
The Current By-laws empower PHI's Board to fill by a
majority vote any vacancy on the Board. Under the New By-laws,
any vacancy on the Board (including any vacancy resulting from an
increase in the authorized number of directors or the failure of
the shareholders to elect the full number of authorized
directors) may be filled by the vote of a majority of the entire
Board. The Louisiana Corporation's shareholders will also have
the right to fill any such vacancy at any special shareholders
meeting duly called for such purpose prior to the time the
vacancy is filled by the Board.
Unlike Delaware law, Louisiana law expressly provides that a
board of directors may declare vacant the office of a director if
he is interdicted or adjudicated an incompetent, is adjudicated a
bankrupt or becomes incapacitated by illness or other infirmity
and cannot perform his duties for a period of six months or
longer.
Restrictions on Taking Stockholder Action. Under the
Delaware law, a special meeting of stockholders may be called by
the board of directors or by such other person as may be
authorized by the certificate of incorporation or by-laws. Under
the Current By-laws, a special meeting of PHI stockholders may be
called by the Chairman of the Board, the President, a majority of
the Board, or stockholders of record owning shares entitled to a
majority of PHI's voting interest. Under Louisiana law, special
meetings of shareholders may be called by the President, board of
directors, or any shareholder or shareholders owning in the
aggregate 20% (or such lesser or greater proportion as provided
in the articles of incorporation or in the by-laws) of the total
voting power. Under the New Charter and New By-laws, special
shareholder meetings may be called by the Chairman of the Board,
Chief Executive Officer and President, the board of directors or
shareholders owning in the aggregate 40% of the total voting
power of the Louisiana Corporation.
Advance Notice of Shareholder Nominees. The New By-laws
require certain notice procedures for a shareholder to nominate a
person for director. Specifically, a shareholder's notice of
nomination must be delivered or mailed and received at the
principal executive offices of the Louisiana Corporation not less
than 45 days nor more than 90 days prior to the meeting unless
less than 55 days notice or prior public disclosure of the
meeting date is given, then the shareholder's notice must be
receive on the 10th day following the day on which notice of the
meeting date was mailed or such public disclosure was made. The
shareholder's notice must include certain specified information
about himself and the person the shareholder proposes to nominate
for election or re-election as a director. The Current By-laws
do not include a similar provision.
Federal Income Tax Considerations
PHI intends to treat the Merger for federal income tax
purposes as a reorganization under Sections 368(a)(1)(E) and
368(a)(1)(F) of the Internal Revenue Code of 1986, as amended,
and, accordingly, PHI will recognize no taxable income or loss as
a result thereof. Furthermore, the stockholders of PHI should
recognize no gain or loss on the exchange of their shares in PHI
for shares of the Louisiana Corporation and the tax basis in and
the holding period (provided that the shares of PHI are held by
such exchanging stockholder as a capital asset) of each such
stockholder's shares in the Louisiana Corporation will be the
same as the basis in and holding period of such stockholder in
the shares of PHI exchanged therefor.
The foregoing description of certain federal income tax
aspects of the Merger is based on Internal Revenue Code of 1986,
as amended, the regulations promulgated thereunder, published
revenue rulings and cases in effect at the date of this Proxy
Statement. There can be no assurance that future changes in the
foregoing precedents will not adversely affect the tax
consequences discussed herein or that there will not be
differences of opinion as to the interpretation of such
precedents. Accordingly, PHI's stockholders should consult their
own advisors as to the tax treatment which may be anticipated to
result from the transactions contemplated hereby regarding their
particular circumstances, including the application of state and
local laws.
Vote Required and Recommendation for Approval
PHI's Board has unanimously approved the Reincorporation
Proposal and the Merger Agreement. Under Delaware law, the
affirmative vote of the holders of a majority of the outstanding
shares of the Voting Common Stock is required for approval of the
Merger Agreement, pursuant to which the Reincorporation will be
effected. As of the Record Date, Carroll W. Suggs, PHI's
Chairman of the Board and Chief Executive Officer, beneficially
owned 1,889,888 shares of Voting Common Stock representing
approximately 57.7% of PHI's total voting power. See "Security
Holdings of Directors, Executive Officers and Certain Beneficial
Owners." Mrs. Suggs has advised PHI that she will vote her
shares of Voting Common Stock for the adoption of the
Reincorporation Proposal and the Merger Agreement and,
accordingly, approval is assured.
A vote in favor of the Reincorporation Proposal and Merger
Agreement will constitute specific approval of all other
transactions associated with the Merger, including the assumption
by the Louisiana Corporation of all obligations of PHI and the
change in the rights of stockholders resulting from the Merger,
including limitation of liability and indemnification of
directors and officers. The enclosed form of proxy provides the
means for stockholders to vote for or against (or to abstain from
voting with respect to) the Reincorporation Proposal and Merger
Agreement. Each properly executed proxy received prior to the
Annual Meeting will be voted as specified therein. If a
stockholder executes and returns a proxy, but does not specify
how his or her shares are to be voted, the shares represented by
such stockholder's proxy will be voted for the adoption of the
Reincorporation Proposal and the Merger Agreement.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
REINCORPORATION PROPOSAL AND MERGER AGREEMENT.
SECURITY HOLDINGS OF DIRECTORS, EXECUTIVE OFFICERS
AND CERTAIN BENEFICIAL OWNERS
Security Holdings of Directors and Executive Officers
The following table sets forth certain information
concerning the beneficial ownership of each class of outstanding
PHI equity securities by each director and nominee of PHI, by
each executive officer for whom compensation information is
disclosed under the heading "Summary of Executive Compensation,"
and by all directors and executive officers of PHI as a group as
of the Record Date, determined in accordance with Rule 13d-3 of
the Securities and Exchange Commission ("SEC"). Unless otherwise
indicated, the equity securities shown are held with sole voting
and investment power.
Class of PHI Number
Common of
Name of Beneficial Owner Stock Shares Percent
________________________ _____ ______ _______
Nominees:
________
Leonard M. Horner Non-Voting 100 *
Robert G. Lambert Voting 1,000 *
Robert E. Perdue Non-Voting 1,000 *
Carroll W. Suggs Voting 1,889,888<FN1> 57.7
Named Executive Officers:<FN2>
________________________
Robert D. Cummiskey, Jr. -- -- --
Ben Schrick Voting 560 *
John H. Untereker -- -- --
A. Byron Elliott<FN3> Voting 20,300 *
Non-Voting 1,000 *
All Directors and
Executive Officers
as a Group<FN4> Voting 1,890,448 57.7
Non-Voting 1,100 *
_____________________
* Less than one percent.
<FN1> Includes 441,593 shares as to which Mrs. Suggs shares
voting and investment power.
<FN2> Information for Mrs. Suggs appears in this table under
the heading "Nominees."
<FN3> Mr. Elliott retired in August 1993.
<FN4> Includes 12 persons, excluding Mr. Elliott.
_____________________
Security Holdings of Certain Beneficial Owners
As of the Record Date, the persons named below were, to
PHI's knowledge, the only beneficial owners of more than 5% of
PHI's outstanding Voting Common Stock, determined in accordance
with Rule 13d-3 of the SEC. Unless otherwise indicated, all
shares are held with sole voting and investment power.
Amount and
Nature of
Beneficial Percent
Name and Address Ownership of of
of Beneficial Owner PHI Voting Stock Class
___________________ ________________ _____
Carroll W. Suggs
5728 Jefferson Highway
New Orleans, Louisiana 70183 1,889,888 <FN1> 57.7
ONI International, Inc.
5728 Jefferson Highway
New Orleans, Louisiana 70183 413,308 <FN2> 12.6
_____________________
<FN1> Includes 441,593 shares as to which Mrs. Suggs shares voting
and investment power. Of such shares, 413,308 are also
reported as beneficially owned by ONI.
<FN2> Also reported as beneficially owned by Mrs. Suggs.
____________________
EXECUTIVE AND DIRECTOR COMPENSATION; CERTAIN TRANSACTIONS
Summary of Executive Compensation
The following table summarizes, for each of the
fiscal years ended April 30, 1994, 1993 and 1992,
compensation of PHI's Chief Executive Officer and each
other executive officer of PHI whose annual
compensation was in excess of $100,000 in all
capacities in which they served:
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards:
No. of
Annual Options All Other
Compensation Granted<FN1> Compensation<FN2>
____________ ___________ _____________
Year Salary
____ ______
Name and
Principal Position
__________________
<S> <C> <C> <C> <C>
Carroll W. Suggs 1994 $308,271 0 $ 7,023
Chairman of the Board and 1993 285,000 0 8,550
Chief Executive Officer 1992 276,484 0 7,923
Robert D. Cummiskey, Jr. 1994 103,393 6,000 3,094
Vice President of 1993 92,929 0 8,994
Risk Management and Secretary 1992 51,746 0 0
Ben Schrick 1994 105,762 9,000 3,165
Vice President and 1993 82,065 0 8,994
General Manager 1992 75,000 0 8,728
John H. Untereker 1994 200,978 0 6,021
Vice President and Chief 1993 152,728 15,000 53,970<FN4>
Financial Officer<FN3> 1992 -- -- --
A. Byron Elliott 1994 244,418 0 11,846<FN6>
Former Vice Chairman 1993 245,308 0 137,729<FN7>
of the Board<FN5> 1992 -- -- --
___________________
</TABLE>
<FN1> For additional information, please refer to the
two tables below.
<FN2> Unless otherwise indicated, reflects amounts paid
by PHI on behalf of the named executive officer
pursuant to the Petroleum Helicopters, Inc. 401(k)
Retirement Plan.
<FN3> Mr. Untereker has been employed as an executive
officer of PHI since July 1992.
<FN4> Includes $28,000 paid to Mr. Untereker in
connection with his recruitment and $23,943 paid
by PHI in reimbursement of Mr. Untereker's
relocation expenses.
<FN5> Mr. Elliott retired in August 1993. Prior to July
1992, Mr. Elliott was a consultant and non-
employee director of PHI.
<FN6> Includes $7,500 paid to Mr. Elliott for relocation
expenses.
<FN7> Includes $85,000 paid to Mr. Elliott for
consulting services and $50,000 paid by PHI in
connection with commencement of Mr. Elliott's
employment and relocation.
_____________________
1994 Stock Option Grants
The following table contains information
concerning the grant of stock options to the named
executive officers during the fiscal year ended April
30, 1994:
<TABLE>
<CAPTION>
Potential
% of Total Realizable Value of
Options Options at Assumed
No. of Granted to Annual Rates of Stock
Options Employees Exercise Expiration Price Appreciation
Name Granted in Fiscal 1994 Price Date For Option Term
_________________ _______ ______________ ________ __________ _____________________
5% 10%
________________
<S> <C> <C> <C> <C> <C> <C>
Carroll W. Suggs 0 -- -- -- -- --
Robert D. Cummiskey, Jr. 6,000<FN1> 7% $15.50 June 2, 1998 $25,694 $56,777
Ben Schrick 9,000<FN1> 11% $15.50 June 2, 1998 $38,541 $85,166
John H. Untereker 0 -- -- -- --
A. Byron Elliott 0 -- -- -- --
_____________
</TABLE>
<FN1> These options to acquire Non-Voting Common Stock
were awarded at the fair market value of shares on
the effective date of grant. The options become
exercisable annually in one-third increments
beginning on June 2, 1994 and expire on June 2,
1998.
___________________
Option Exercises and Holdings
The following table sets forth information with respect to
the named executive officers concerning the exercise of options
during 1994 and unexercised options held as of April 30, 1994:
<TABLE>
<CAPTION>
Shares
Acquired Value of Unexercised
on Number of Unexercised in-the-Money Options at
Name Exercise Value Options at April 30, 1994 April 30, 1994<FN3>
____ ________ _____ _________________________ ___________________
Realized
________ Exercisable Unexercisable Exercisable Unexercisable
___________ _____________ ___________ _____________
<S> <C> <C> <C> <C> <C> <C>
Carroll W. Suggs -- -- -- -- -- --
Robert D. Cummiskey, Jr. 0 0 0 6,000<FN1> 0 0
Ben Schrick 0 0 0 9,000<FN1> 0 0
John H. Untereker 0 0 0 15,000<FN2> 0 0
A. Byron Elliott -- -- -- -- -- --
_______________
</TABLE>
<FN1> These options were granted and are exercisable on terms as
described in the note of the preceding table.
<FN2> The option to acquire Voting Common Stock was awarded at
fair market value of the shares on the effective date of
grant. The option becomes exercisable annually in one-third
increments beginning on July 20, 1994 and expires on July
20, 1998.
<FN3> Reflects the difference between the average of the bid and
asked prices of the Voting Common Stock on April 30, 1994
and the exercise price of the options.
___________________
Compensation Committee Interlocks and Insider Participation
The Board maintains a Finance, Audit and Compensation
committee on which Messrs. Perdue and Horner serve (the
"Committee"). Neither member of the Committee has been an
officer or employee of PHI or any of its subsidiaries.
Employment Agreements
Mr. Untereker and PHI entered into an agreement in July 1992
pursuant to which PHI agreed to pay Mr. Untereker an amount equal
to his base salary for six months and certain relocation expenses
in the event of the termination of his employment. PHI also
agreed to pay Mr. Untereker an amount equal to his annual cash
compensation for the most recent fiscal year in the event of
termination due to a change in control of PHI during the first
five years of his employment.
Compensation Committee's Report on Executive Compensation
General. The Committee was formed in July 1992 to oversee
all compensation arrangements for directors, executive officers,
currently numbering 12, and other employees, and administer PHI's
1992 Non-Qualified Stock Option and Stock Appreciation Rights
Plan (the "Plan"). The Committee is composed entirely of Board
members who are not employees of PHI. The Committee retained an
outside consultant in fiscal 1993 to assist it in obtaining
relevant information on pay practices at comparable
organizations, and in developing compensation programs that are
consistent with the Committee's compensation philosophy and
objectives.
The Committee's overall policy regarding executive
compensation is to ensure PHI's compensation programs will
provide competitive salary levels and long term incentives that
attract and retain individuals of high quality and ability,
promote individual recognition for favorable performance by PHI
relative to comparable companies, and support the short and long
range business objectives and strategies of PHI.
The Company's executive compensation consists of two
principal components: salary and stock based compensation.
Salary. In fiscal 1993, an outside consultant was retained
primarily to develop a range of salaries consistent with salaries
paid for similar positions at comparable publicly-held companies.
For these purposes, a sample of companies was selected from the
oilfield services industry based on total revenues and number of
employees. Salaries paid by certain companies that are part of
the oil field service index included in the graph set forth under
the heading "Performance Graph," below, were among those
considered. Because certain of these companies had either
revenues or total employees substantially exceeding those of PHI,
salaries of PHI executives remain at the lower end of the ranges.
In fiscal 1994 compensation decisions were made by the Chief
Executive Officer and the Committee, except in the case of the
Chief Executive Officer whose performance was evaluated, and
salary established, by the Committee. Compensation decisions are
generally based on PHI financial performance, although other
factors indicative of the individual executive's contribution to
corporate objectives are also considered.
Stock Option Grants. In June 1993, options to acquire
81,000 shares of Non-Voting Common Stock were granted to certain
executive officers pursuant to the Plan. Mr. Cummiskey received
6,000 options and Mr. Schrick received 9,000 options. See "-
1994 Stock Option Grants" and "- Option Exercises and Holdings."
The number of options awarded to an executive was based on the
executive's level of responsibility. All options were granted at
fair market value and accordingly only become valuable to the
executive to the extent PHI's stock value increases. It is
anticipated that additional options will be granted pursuant to
the Plan periodically in the future to promote a longer term
perspective and commitment by executives and to maximize
stockholder value by linking the financial interests of
management and stockholders.
Compensation of the Chief Executive Officer. During fiscal
1994, Mrs. Suggs received an approximately 11% base salary
increase based primarily on PHI's general performance during
fiscal 1993, and the additional responsibility Mrs. Suggs
undertook in fiscal 1993 as Chief Executive Officer and the sole
Chairman of the Board. Also considered was the fact that no
salary increase, performance bonus or stock options were awarded
to Mrs. Suggs during fiscal 1993.
The Committee believes that the compensation of the chief
executive officer and other executive officers is competitive
with, or below the comparable companies described more fully
above, but is consistent with the Committee's policy of providing
an appropriate balance between short and long range individual
and corporate performance.
By the members of the Finance, Audit and Compensation
Committee.
Leonard M. Horner, Chairman Robert E. Perdue
Performance Graph
The graph below compares the cumulative total stockholder
return on the Voting Common Stock for the last five years with
the cumulative total return on the Russell 2000 Index and the Oil
Field Services Index published by Media General Financial
Services, Inc., assuming the investment of $100 on May 1, 1989 at
closing prices on April 30, 1989 and reinvestment of dividends.
The Russell 2000 Index consists of a broad range of publicly-
traded companies with smaller market capitalizations and is
published daily in the Wall Street Journal. The Oil Field
Service Index consists of 41 oil field service companies and is
published weekly in the Houston Chronicle.
[insert graph here]
<TABLE>
<CAPTION>
Cumulative Total Return as of April 30:
________________________________________________________________
Index 1989 1990 1991 1992 1993 1994
_____ ____ ____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C> <C>
PHI 100 184.2 133.6 84.8 110.8 76.1
Russell 2000 100 96.0 103.6 119.2 135.2 153.3
Oil Field Service Index 100 122.4 113.5 94.8 100.3 94.0
</TABLE>
____________________
Note: Management believes that the following events, each of which
were unrelated to PHI's operating performance, significantly
affected the return on Voting Common Stock between May 1,
1989 and April 30, 1991: (i) the death, in September 1989,
of Robert L. Suggs, founder and principal stockholder of
PHI, (ii) an unsolicited tender offer for the Voting Common
Stock in August 1990, and (iii) the acquisition by PHI of an
aggregate of 633,490 shares of Voting Common Stock at a
price of $28.05 per share in October 1990.
____________________
Director Compensation
Each director who is not an employee of PHI receives a fee
of $1,000 for each Board or Committee meeting he attends, and
each director who is also an employee of PHI receives a fee of
$300 for each Board or Committee meeting she attends.
Certain Other Transactions
PHI paid ONI International, Inc. $88,599 for office space
and services related to PHI's New Orleans offices, which PHI
believes represents the fair market value of such office space
and services. ONI International, Inc. is controlled by Mrs.
Suggs and beneficially owns approximately 12.6% of the Voting
Common Stock.
During the 1994 fiscal year, PHI paid Aviall, Inc.
approximately $10.7 million for parts and component repair
services, which PHI believes represents the fair market value of
such parts and services. Mr. Lambert, a director of PHI since
July 1994 and a nominee for director at the Meeting, has been the
Chairman of the Board of Directors of Aviall, Inc. since December
1993. Mr. Lambert was not appointed to PHI's Board until after
Aviall, Inc. entered into an agreement to sell to an unrelated
third party the division of its business that provides
substantially all of such parts and services to PHI. It is
anticipated that sales by Aviall, Inc. to PHI will decrease
significantly in 1995 and thereafter because of the pending sale.
RELATIONSHIP WITH INDEPENDENT
PUBLIC ACCOUNTANTS
PHI's consolidated financial statements for the year ended
April 30, 1994 were audited by the firm of KPMG Peat Marwick,
which firm will remain as PHI's auditors until replaced by the
Board upon the recommendation of the Committee. Representatives
of KPMG Peat Marwick are expected to be present at the Meeting,
with the opportunity to make any statement they desire at that
time, and will be available to respond to appropriate questions.
As a result of changes in its operating and financial
management personnel, during fiscal 1993 PHI undertook an
evaluation of its relationships with professional service firms.
As a result of that process, the Committee selected Coopers &
Lybrand to replace Deloitte & Touche as PHI's principal
independent accountants effective December 18, 1992.
Subsequently the Board and its Committee selected KPMG Peat
Marwick to replace Coopers & Lybrand as its principal independent
accountants, effective March 31, 1993. During the interim period
preceding March 31, 1993, there were no disagreements with
Coopers & Lybrand or Deloitte & Touche on any matters of
accounting principles or practice, financial statement
disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of Coopers & Lybrand or Deloitte &
Touche, would have caused either firm to make reference to the
subject matter of the disagreement in connection with its report.
OTHER MATTERS
Quorum and Voting of Proxies
The presence, in person or by proxy, of a majority of the
outstanding shares of Voting Common Stock is necessary to
constitute a quorum. Stockholders voting, or abstaining from
voting, by proxy on any issue will be counted as present for
purposes of constituting a quorum. If a quorum is present, the
election of directors will be determined by plurality vote and
the affirmative vote of the holders of a majority of the
outstanding shares of the Voting Common Stock will be required
for the approval of the Reincorporation Proposal and Merger
Agreement.
A broker or nominee holding shares registered in its name,
or in the name of its nominee, that are beneficially owned by
another person and for which it has not received instructions as
to voting from the beneficial owner has the discretion to vote
the beneficial owner's shares will respect to the election of
directors but not with respect to the Reincorporation Proposal
and Merger Agreement.
Because directors are elected by plurality vote, withholding
authority to vote in such election will not affect whether the
proposed nominees named herein are elected. However, because the
affirmative vote of the holders of a majority of the outstanding
shares of the Voting Common Stock is required for the approval of
the Reincorporation Proposal and Merger Agreement, an abstention
or a "non-vote" with respect thereto will effectively count as a
vote against such action.
PHI does not know of any matters to be presented at the
Meeting other than those described herein. However, if any other
matters properly come before the Meeting, it is the intention of
the persons named in the enclosed proxy to vote the shares
represented by them in accordance with their best judgment.
Stockholder Proposals
Eligible stockholders who desire to present a proposal
qualified for inclusion in the proxy materials relating to the
1995 annual meeting of PHI must forward such proposals to the
Secretary of PHI at the address listed on the first page of this
Proxy Statement in time to arrive at PHI prior to ____________,
1995.
By Order of the Board of Directors
Robert D. Cummiskey, Jr.
Secretary
New Orleans, Louisiana
______________, 1994
<PAGE>
Exhibit A
AGREEMENT OF MERGER
AGREEMENT OF MERGER ("Agreement") dated as of August ___,
1994 by and between Petroleum Helicopters, Inc., a Delaware
corporation ("PHI Delaware") and Petroleum Helicopters, Inc., a
Louisiana corporation ("PHI Louisiana"). PHI Delaware and PHI
Louisiana are hereinafter sometimes collectively referred to as
the "Constituent Corporations."
WHEREAS, PHI Delaware, as the sole shareholder of PHI
Louisiana, desires to effect a merger of PHI Delaware with and
into PHI Louisiana pursuant to the provisions of the General
Corporation Law of the State of Delaware (the "DGCL") and the
Louisiana Business Corporation Law (the "LBCL");
WHEREAS, the respective Boards of Directors of PHI Delaware
and PHI Louisiana have determined that it is advisable and in the
best interests of their respective corporations that PHI Delaware
merge with and into PHI Louisiana upon the terms and subject to
the conditions herein provided, and have, by resolutions duly
adopted, approved this Agreement and authorized it to be executed
by the undersigned officers and directed that it be submitted to
a vote of the stockholders of PHI Delaware and the sole
stockholder of PHI Louisiana;
WHEREAS, the merger of the Constituent Corporations is
intended to be a reorganization as defined in Section 368 of the
Internal Revenue Code of 1986, as amended, and this Agreement
constitutes a plan of reorganization.
In consideration of the mutual agreements herein contained
and for other good and valuable consideration, the parties agree
that PHI Delaware shall be merged with and into PHI Louisiana and
that the terms and conditions of the merger, the mode of carrying
the merger into effect, the manner of converting the shares of
the Constituent Corporations and certain other provisions
relating thereto shall be as hereinafter set forth.
ARTICLE 1
The Merger
1.1 Merger. (a) Subject to receipt of the approvals of
this Agreement specified in Section 3.1 hereof, and in accordance
with the DGCL and the LBCL, at the Effective Time (as defined in
Section 1.4 hereof), PHI Delaware shall be merged with and into
PHI Louisiana (the "Merger"), with PHI Louisiana to be the
surviving corporation (the "Surviving Corporation").
(b) Upon consummation of the Merger, (i) the separate
existence of PHI Delaware shall cease, and (ii) the Merger shall
have the effects provided for herein and in Section 115 of the
LBCL and Section 259 of the DGCL.
1.2 The Closing. The Closing of the Merger contemplated
hereby will take place at the offices of PHI Delaware, 5728
Jefferson Highway, New Orleans, Louisiana, on a mutually
agreeable date as soon as practicable following satisfaction of
the conditions set forth in Section 3.1 hereof or, if no date has
been agreed to, on any date specified by either party to the
other upon ten days notice following satisfaction of such
conditions. The date on which the Closing occurs is herein
called the "Closing Date." At the Closing (a) PHI Delaware and
PHI Louisiana shall each provide to the other such proof of the
receipt of stockholder approval as the other party may reasonably
request, (b) the appropriate officers of PHI Delaware and PHI
Louisiana shall certify, execute and acknowledge this Agreement
in the manner required by law and shall execute, deliver and
acknowledge duplicate originals of the certificate of merger in
the form attached as Appendix A hereto (the "Certificate of
Merger") and (c) the parties shall take such further action as is
required to consummate the transactions contemplated by this
Agreement.
1.3 Filing of Certificate of Merger. Immediately following
the execution, delivery and acknowledgment of duplicate originals
of the Certificate of Merger, one duplicate original shall be
delivered to the Secretary of State of Delaware for filing and
recordation in the manner required by law, and, immediately
thereafter, a second duplicate original shall be delivered to the
Secretary of State of Louisiana for filing and recordation in the
manner required by law. A certified copy of the Certificate of
Merger shall be recorded in the office of the recorder of the
county in the State of Delaware in which the registered office of
PHI Delaware is located, and a duplicate original of the
certificate of merger issued by the Secretary of State of
Louisiana shall be filed for record in the Office of the Recorder
of Mortgages of the parish in which PHI Louisiana has its
registered office and in the Office of the Recorder of
Conveyances of each parish in which PHI Delaware has immovable
property.
1.4 The Effective Date and Time. The Merger shall be
effective at the date and time specified in the Certificate of
Merger. The date on which and the time at which the Merger shall
become effective is herein referred to as the "Effective Date"
and "Effective Time," respectively.
1.5 Additional Actions. If at any time after the Effective
Time, the Surviving Corporation shall consider or be advised that
any further assignments or assurances in law or any other acts
are necessary or desirable to (a) vest, perfect or confirm, of
record or otherwise, in the Surviving Corporation, title to and
possession of any property or right of PHI Delaware acquired or
to be acquired by reason of, or as a result of, the Merger, or
(b) otherwise carry out the purposes of this Agreement, PHI
Delaware and its proper officers and directors shall be deemed to
have granted hereby to the Surviving Corporation an irrevocable
power of attorney to execute and deliver all such proper deeds,
assignments and assurances in law and to do all acts necessary or
proper to vest, perfect or confirm title to and the possession of
such property or rights in the Surviving Corporation and
otherwise to carry out the purposes of this Agreement; and the
proper officers and directors of the Surviving Corporation are
hereby fully authorized in the name of PHI Delaware or otherwise
to take any and all such action.
ARTICLE 2
Manner, Basis and Effect of Converting Shares
2.1 Conversion of Shares. At the Effective Time:
(a) Each share of voting common stock, par value $.08-
1/3 per share, of PHI Delaware ("Delaware Voting Common Stock"),
issued and outstanding immediately prior to the Effective Time
shall, by virtue of the Merger and without any action on the part
of the holder thereof, be converted into one fully paid and
nonassessable share of voting common stock, par value $.10 per
share, of PHI Louisiana ("Louisiana Voting Common Stock");
(b) Each share of non-voting common stock, par value
$.08-1/3 per share, of PHI Delaware ("Delaware Non-Voting Common
Stock" and, together with the Delaware Voting Common Stock, the
"Delaware Stock"), issued and outstanding immediately prior to
the Effective Time shall, by virtue of the Merger and without any
action on the part of the holder thereof, be converted into one
fully paid and nonassessable share of non-voting common stock,
par value $.10 per share, of PHI Louisiana ("Louisiana Non-Voting
Common Stock" and, together with the Louisiana Voting Common
Stock, the "Louisiana Stock"); and
(c) Each share of Louisiana Voting Common Stock issued
and outstanding immediately prior to the Effective Time shall, by
virtue of the Merger and without any action on the part of the
holder thereof, be cancelled and retired and shall cease to
exist.
2.2 Effect of Conversion. At and after the Effective Time,
each stock certificate that immediately prior to the Effective
Time represented outstanding shares of Delaware Stock ("Delaware
Stock Certificates") shall be deemed for all purposes to evidence
ownership of, and to represent, the number of shares of Louisiana
Stock into which the share of Delaware Stock represented by such
certificates immediately prior to the Effective Time shall have
been converted pursuant to Section 2.1 hereof. The registered
owner of any Delaware Stock Certificate outstanding immediately
prior to the Effective Time, as such owner appears in the books
and records of PHI Delaware or its transfer agent immediately
prior to the Effective Time, shall, until such certificate is
surrendered for transfer or exchange, have and be entitled to
exercise any voting, dividend, distribution and all other rights
with respect to the shares of Louisiana Stock into which the
shares represented by any such certificate have been converted.
ARTICLE 3
Approval; Amendment; Termination; Miscellaneous
3.1 Approval. This Agreement shall be submitted for
approval to the stockholders of PHI Delaware at its 1994 annual
meeting of stockholders and to PHI Delaware as the sole
shareholder of PHI Louisiana. Consummation of the transactions
contemplated by this Agreement shall be subject to, and
controlled upon, the approval of the stockholders of both parties
hereto.
3.2 Amendment. Subject to applicable law, this Agreement
may be amended, modified or supplemented by written agreement of
the Constituent Corporations at any time prior to the Effective
Time, except that after shareholder approval contemplated by
Section 3.1 hereof, there shall be no amendments that (a) alter
or amend the amount or kind of shares to be received by
stockholders in the Merger, (b) alter or amend any term of the
Articles of Incorporation of PHI Louisiana, or (c) alter or amend
any of the terms and conditions of this Agreement if such
alteration or amendment would adversely affect the holders of any
class of stock of either of the Constituent Corporations.
3.3 Abandonment. At any time prior to the Effective Time,
this Agreement may be terminated and the Merger may be abandoned
by the Board of Directors of either PHI Louisiana or PHI
Delaware, or both, notwithstanding approval of this Agreement by
the sole shareholder of PHI Louisiana or the stockholders of PHI
Delaware, or both.
3.4 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an
original but all of which taken together shall constitute a
single instrument.
3.5 Registered Agent in Louisiana. The name and address of
the registered agent in Louisiana upon whom any process, notice
or demand against PHI Delaware or the Surviving Corporation may
be served is:
Robert D. Cummiskey, Jr.
Petroleum Helicopters, Inc.
5728 Jefferson Highway
P.O. Box 23502
New Orleans, Louisiana 70183
3.6 Designated Agent in Delaware. The Surviving
Corporation agrees that it may be served with process in the
State of Delaware in any proceeding for enforcement of any
obligation of PHI Delaware, as well as for enforcement of any
obligation of the Surviving Corporation arising from the Merger,
and the Surviving Corporation irrevocably appoints the Delaware
Secretary of State as its agent to accept service of process in
any suit or other proceedings; a copy of such process shall be
mailed by the Delaware Secretary of State to:
Robert D. Cummiskey, Jr.
Petroleum Helicopters, Inc.
5728 Jefferson Highway
P.O. Box 23502
New Orleans, Louisiana 70183
IN WITNESS WHEREOF, PHI Delaware and PHI Louisiana have
caused this Agreement to be signed by their respective duly
authorized officers as of the date first above written.
PETROLEUM HELICOPTERS, INC.,
Attest: a Delaware Corporation
By: ______________________ By: ______________________________
Robert D. Cummiskey, Jr. Carroll W. Suggs
Secretary Chairman of the Board and
Chief Executive Officer
PETROLEUM HELICOPTERS, INC.,
Attest: a Louisiana Corporation
By: ______________________ By: ______________________________
Robert D. Cummiskey, Jr. Carroll W. Suggs
Secretary Chairman of the Board, President
and Chief Executive Officer
<PAGE>
CERTIFICATE OF SECRETARIES
The undersigned Secretary of Petroleum Helicopters, Inc., a
Delaware corporation, and the undersigned Secretary of Petroleum
Helicopters, Inc., a Louisiana corporation, hereby certify with
respect to the corporation of which they serve in such capacity
that this Agreement of Merger has been approved by the
stockholders of such corporations in the manner required by law.
Dated: September ___, 1994
________________________________
Robert D. Cummiskey, Jr.
Secretary, Petroleum Helicopters, Inc.,
a Delaware corporation
________________________________
Robert D. Cummiskey, Jr.
Secretary, Petroleum Helicopters, Inc.,
a Louisiana corporation
CERTIFICATE OF OFFICERS
Pursuant to Section 112 of the Louisiana Business
Corporation Law, the undersigned corporations have caused this
Agreement of Merger to be executed by their respective duly
authorized officer.
Dated: September ___, 1994 PETROLEUM HELICOPTERS, INC.,
a Delaware corporation
By: _________________________
John H. Untereker
Vice President and Chief Financial Officer
PETROLEUM HELICOPTERS, INC.,
a Louisiana corporation
By: _________________________
Carroll W. Suggs
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF JEFFERSON
BEFORE ME, the undersigned, personally came and appeared
John H. Untereker, the Vice President and Chief Financial Officer
of Petroleum Helicopters, Inc., a Delaware corporation, and
Carroll W. Suggs, the Chairman of the Board, President and Chief
Executive Officer of Petroleum Helicopters, Inc., a Louisiana
corporation, known to me to be the persons and officers whose
names are subscribed to the foregoing instrument, and being duly
sworn, declared and acknowledged before me and the undersigned
competent witnesses that they were each authorized to and
executed the foregoing Agreement of Merger in such capacities on
behalf of each such corporation for the purposes therein
expressed and as their free act and deed.
IN WITNESS WHEREOF, the witnesses and I have hereunto
affixed our hands on this ___ day of September, 1994.
WITNESSES:
NOTARY PUBLIC
<PAGE>
Appendix A to
Agreement of Merger
CERTIFICATE OF OWNERSHIP AND MERGER
of
PETROLEUM HELICOPTERS, INC.
(a Delaware corporation)
with and into
PETROLEUM HELICOPTERS, INC.
(a Louisiana corporation)
(filed pursuant to Section 253(a) of the General Corporation Law
of the State of Delaware and pursuant to Section 112G(1)(a) of
the Louisiana Business Corporation Law)
In order to effect the merger of Petroleum Helicopters,
Inc., a Delaware corporation ("PHI Delaware"), with and into
Petroleum Helicopters, Inc., a corporation organized under the laws
of the State of Louisiana on the ___ day of August, 1994 ("PHI
Louisiana"), PHI Delaware certifies pursuant to Section 253(a) of
the General Corporation Law of the State of Delaware and the
undersigned Vice President and Secretary of PHI Delaware certify
pursuant to Section 112G(1)(a) of the Louisiana Business
Corporation Law that:
First: PHI Delaware was incorporated in accordance with the
laws of the State of Delaware in 1949;
Second: PHI Delaware owns all of the outstanding shares of
each class of capital stock of PHI Louisiana;
Third: On July 26, 1994, PHI Delaware's Board of Directors
duly adopted the following resolutions:
RESOLVED, that the Agreement of Merger (the
"Merger Agreement") by and between PHI and the
Petroleum Helicopters, Inc., a Louisiana corporation
and a wholly owned subsidiary of PHI (the "Louisiana
Corporation"), is hereby approved in the form presented
to the Board and PHI's Chairman and Chief Executive
Officer is hereby authorized to execute and deliver the
Merger Agreement on behalf of PHI in such form with
those changes as she, in her sole discretion, shall
deem necessary or appropriate;
FURTHER RESOLVED, that upon approval of the Merger
Agreement by PHI's stockholders at PHI's next annual
meeting of stockholders, PHI's Secretary is hereby
authorized and directed to certify such fact on the
Merger Agreement;
FURTHER RESOLVED, that upon satisfaction of the
conditions set forth in the Merger Agreement, PHI's
Chairman and Chief Executive Officer and PHI's Vice
President and Chief Financial Officer and all other
appropriate officers of PHI are hereby authorized to
execute, acknowledge, certify and file on behalf of PHI
any certificates of merger required by law, including,
without limitation, the Certificate of Ownership and
Merger attached as Appendix A to the Merger Agreement;
FURTHER RESOLVED, that each of PHI's Chairman and
Chief Executive Officer and PHI's Vice President and
Chief Financial Officer is hereby authorized to execute
and deliver on behalf of PHI a consent by which PHI,
acting in its capacity as the sole stockholder of the
Louisiana Corporation, approves the Merger Agreement;
and
FURTHER RESOLVED, that the appropriate officers of
PHI are hereby authorized to take all other actions, to
pay all expenses and costs and to execute and deliver,
or cause to be executed and delivered, in the name of
and on behalf of PHI all further agreements,
certificates, instruments and documents, that they, in
their sole discretion, deem to be necessary or
advisable in order to consummate the transactions
contemplated by the Merger Agreement, including,
without limitation, filing any notices or applications
required under the "blue sky" laws of any jurisdiction
and filing any letters of notification with the
National Association of Securities Dealers, Inc. as may
be required or requested.
Fourth: On September 28, 1994, the stockholders of PHI
Delaware approved the merger of PHI Delaware with and into PHI
Louisiana (the "Merger") in accordance with the requirements of
Section 112 of the Louisiana Business Corporation Law and Section
253 of the General Corporation Law of the State of Delaware;
Fifth: This certificate has been or will be filed with the
Secretaries of State of the States of Delaware and Louisiana, and
the Merger shall be effective under the laws of each respective
state as of 11:59 p.m. C.D.S.T. on the day that this certificate
is filed with and recorded by the Secretary of State of such
state, provided that this certificate has been filed with and
recorded by the Secretary of State of the other respective state;
and
Sixth: Under Section 3.6 of the Agreement of Merger dated
as of August ___, 1994 by and between PHI Delaware and PHI
Louisiana, PHI Louisiana has agreed that it may be served with
process in the State of Delaware in any proceeding for
enforcement of any obligation of PHI Delaware, as well as for
enforcement of any obligation of PHI Louisiana, and irrevocably
appointed the Secretary of State of Delaware as its agent to
accept service of process in any such suit or other proceeding
and has specified the address to which a copy of such process
shall be mailed by the Secretary of State of Delaware as follows:
Robert D. Cummiskey, Jr., Petroleum Helicopters, Inc., 5728
Jefferson Highway, New Orleans, Louisiana 70123.
<PAGE>
IN WITNESS WHEREOF, this Certificate of Ownership and Merger
has been executed on this ___ day of September, 1994 by PHI
Delaware, acting through its Chairman of the Board and Chief
Executive Officer and by PHI Delaware's Vice President and Chief
Financial Officer and PHI Delaware's Secretary.
PETROLEUM HELICOPTERS, INC.,
Attest: a Delaware Corporation
By: ______________________ By: ____________________________
Robert D. Cummiskey, Jr. Carroll W. Suggs
Secretary Chairman of the Board and
Chief Executive Officer
____________________________
John H. Untereker
Vice President and Chief Financial Officer
_____________________________
Robert D. Cummiskey, Jr.
Secretary
Signature page to
Certificate of Ownership and Merger
of Petroleum Helicopters, Inc., a Delaware corporation
with and into Petroleum Helicopters, Inc., a Louisiana corporation
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF JEFFERSON
BEFORE ME, the undersigned, personally came and appeared
Carroll W. Suggs, the Chairman of the Board and Chief Executive
Officer, of Petroleum Helicopters, Inc., a Delaware corporation
("PHI Delaware"), John H. Untereker, PHI Delaware's Vice
President and Chief Financial Officer and Robert D. Cummiskey,
Jr., PHI Delaware's Secretary, known to me to be the persons and
officers whose names are subscribed to the foregoing instrument,
and being duly sworn, declared and acknowledged before me and the
undersigned competent witnesses that they were each authorized to
and executed the foregoing Certificate of Ownership and Merger in
such capacities on behalf of PHI Delaware for the purposes
therein expressed and as their free act and deed.
IN WITNESS WHEREOF, the witnesses and I have hereunto
affixed our hands on this ___ day of September, 1994.
WITNESSES:
NOTARY PUBLIC
<PAGE>
Exhibit B
ARTICLES OF INCORPORATION
of
PETROLEUM HELICOPTERS, INC.
ARTICLE I
Name
The name of the corporation is Petroleum Helicopters, Inc.
(the "Corporation").
ARTICLE II
Purpose
The Corporation's purpose is to engage in any lawful
activity for which corporations may be formed under the Business
Corporation Law of Louisiana.
ARTICLE III
Capital
A. The Corporation is authorized to issue 12,500,000
shares of voting common stock, par value $.10 per share (the
"Voting Common Stock"), 12,500,000 shares of non-voting common
stock, par value $.10 per share (the "Non-Voting Common Stock"),
and 10,000,000 shares of preferred stock, no par value per share
(the "Preferred Stock").
B. Each share of Voting Common Stock shall entitle the
holder thereof to one vote with respect to such share of Voting
Common Stock on each matter properly submitted to the
Corporation's shareholders for their vote, consent, waiver,
release or other action. Unless otherwise required by law,
holders of the Non-Voting Common Stock shall not be entitled to
any voting rights. Except with respect to voting rights, each
share of Voting Common Stock and Non-Voting Common Stock shall be
identical in all other respects.
C. Shares of Preferred Stock may be issued from time to
time in one or more series. Authority is hereby vested in the
Corporation's board of directors (the "Board"), subject to
Article IV, to amend these articles of incorporation from time to
time to fix the preferences, limitations and relative rights as
among the shares of Preferred Stock, Voting Common Stock and Non-
Voting Common Stock, and to establish and fix variations in the
preferences, limitations and relative rights as between different
series of Preferred Stock.
ARTICLE IV
Voting of Shareholders
A. The affirmative vote of the holders of a majority of
the total voting power of the Corporation shall decide any matter
properly brought before a shareholders' meeting duly organized
for the transaction of business unless by express provision of
law or these Articles of Incorporation a different vote is
required, in which case such express provision shall govern.
Directors shall be elected by plurality vote.
B. (1) For purposes of this paragraph B, the following
terms shall have the meanings specified below:
"Beneficial Ownership," "Beneficially
Owned," or "Beneficially Own" refers to
beneficial ownership as defined in Rule 13d-3
(without regard to the 60-day provision in
paragraph (d)(1)(i) thereof) promulgated by
the Securities and Exchange Commission as
such rule may be amended from time to time.
"FAA" means the Federal Aviation
Administration.
"Non-Citizen Owned Shares" means any
issued and outstanding Voting Securities that
are owned of record, Beneficially Owned, or
otherwise controlled by any Person or Persons
who are not United States Citizens.
"Permitted Percentage" means one percent
less than the percentage of the voting
interest in the Corporation that may be owned
or controlled by Persons who are not United
States Citizens without loss, under Section
1301(16) of Title 49 of the United States
Code or any successor or other applicable law
or regulation, of the United States Citizen
status of the Corporation or any Subsidiary.
"Person" means any individual,
corporation, partnership, trust or other
entity of any nature whatsoever.
"Subsidiary" means any corporation of
which a majority of any class of equity
security is owned, directly or indirectly, by
the Corporation.
"United States Citizen" means any Person
who is a Citizen of the United States as
defined in Section 1301(16) of Title 49 of
the United States Code, as in effect on the
date in question, or any successor statute or
regulation.
"Voting Securities" means the Voting
Common Stock, any other voting stock of the
Corporation, and any bonds, debentures or
similar obligations granted voting rights by
the Corporation.
(2) The Corporation holds an operating
certificate issued by the FAA pursuant to the
regulations promulgated under the Federal Aviation Act
of 1958, as amended, and the Board and shareholders
deem the retention of the Corporation's rights under
such certificate to be of material importance to the
Corporation. As long as the Corporation holds, or the
Board deems it desirable for the Corporation to hold,
its current operating certificate or any other
certificate issued by the FAA pursuant to the Federal
Aviation Act of 1958, as amended, and the regulations
promulgated thereunder or any successor statute or
regulation, it shall be the Corporation's policy that
the number of Non-Citizen Owned Shares shall not exceed
the Permitted Percentage.
(3) If at any time the voting interest of Non-
Citizen Owned Shares exceeds the Permitted Percentage,
then (i) the voting power otherwise attributable to
each Non-Citizen Owned Share shall be immediately and
automatically reduced on a pro rata basis (based on the
proportion of the voting power otherwise attributable
to such Non-Citizen Owned Share to the total voting
power attributable to all Non-Citizen Owned Shares)
without any further action by the Corporation so that
the maximum number of votes that may be cast by the
holders of all Non-Citizen Owned Shares shall equal the
Permitted Percentage and (ii) the total voting power of
any affected class or series of Voting Securities shall
also be immediately and automatically reduced without
any further action by the Corporation by the total
number of votes by which the voting power of Non-
Citizen Owned Shares of such class or series was
reduced pursuant to clause (i) of this subparagraph
(3).
(4) In determining the citizenship of any Person
who Beneficially Owns Voting Securities, the
Corporation may rely on the Corporation's stock
transfer records and the citizenship provided by any
Person shown as the Record Owner and any Person who the
Corporation has reasonable cause to believe
Beneficially Owns such voting securities. The Board
may establish procedures to monitor the Beneficially
Ownership and control of Voting Securities, to make any
reasonable determination regarding the Beneficial
Ownership and control of Voting Securities, and to take
any actions deemed necessary or desirable to ensure
that the voting interest of Non-Citizen Owned Shares
does not exceed the Permitted Percentage. The Board
may, but unless expressly provided otherwise is not
required to, rely on any statutes, regulations,
policies, procedures, rulings, or determinations of the
FAA, or any successor governmental authority, in
deciding the extent to which Voting Securities are
Beneficially Owned or controlled by United States
Citizens.
(5) The Corporation may by notice in writing
(which may be included in a proxy or ballot distributed
to the Corporation's shareholders) require any Person
that is a holder of record of Voting Securities or that
the Corporation has reasonable cause to believe
Beneficially Owns or controls Voting Securities to
certify in such manner as the Corporation shall deem
appropriate (including execution of a proxy or ballot)
that, to the knowledge of such Person:
(a) all Voting Securities owned of
record, Beneficially Owned, or controlled by
such Person are owned and controlled only by
United States Citizens; or
(b) the number and class or series of
Non-Citizen Owned Shares owned of record,
Beneficially Owned, or controlled by such
Person are as set forth in such certificate.
The Corporation may require any Person certifying as to
the ownership or control of Voting Securities in
response to clause (a) of this subparagraph (5) to
provide such further information as the Corporation may
reasonably request in order to implement the provisions
of this paragraph B. If any Person fails to provide
such certificate or other information, the Corporation
may presume that all such Voting Securities are Non-
Citizen Owned Shares.
C. Special meetings of the shareholders may be called at
any time by the Board or the officers of the Corporation as
provided in the Corporation's by-laws or upon the written request
of any shareholder or group of shareholders holding in the
aggregate at least 40% of the total voting power of the
Corporation. Upon receipt of such a shareholder request, the
Secretary shall call a special meeting of shareholders to be held
at the registered office of the Corporation at such time as the
Secretary may fix, not less than 15 nor more than 60 days after
the receipt of such request, and if the Secretary shall neglect
or refuse to fix such time or to give notice of the meeting, the
shareholder or shareholders making the request may do so. Such
request must state the specific purpose or purposes of the
proposed special meeting and the business to be conducted thereat
shall be limited to such purpose or purposes.
ARTICLE V
Directors
A. The Board shall consist of such number of persons as
shall be designated in the Corporation's by-laws. No decrease in
the number of directors shall shorten the term of any incumbent
director.
B. Any director absent from a meeting of the Board or any
committee thereof may be represented by any other director, who
may cast the vote of the absent director according to the written
instructions, general or special, of the absent director.
ARTICLE VI
Limitation of Liability and Indemnification
A. To the fullest extent permitted by the Business
Corporation Law of Louisiana, no director or officer of the
Corporation shall be liable to the Corporation or to its
shareholders for monetary damages for breach of his fiduciary
duty as a director or officer.
B. The Board may (1) cause the Corporation to enter into
contracts with directors and officers providing for the
limitation of liability set forth in this Article VI and for
indemnification of directors and officers to the fullest extent
permitted by law, (2) adopt by-laws or resolutions providing for
indemnification of directors, officers and other persons to the
fullest extent permitted by law and (3) cause the Corporation to
exercise the powers set forth in La.R.S. 12:83F, notwithstanding
that some or all of the members of the Board acting with respect
to the foregoing may be parties to such contracts or
beneficiaries of such by-laws or resolutions.
C. No amendment or repeal of any by-law or resolution
relating to indemnification shall adversely affect any person's
entitlement to indemnification whose claim thereto results from
conduct occurring prior to the date of such amendment or repeal.
D. Any amendment or repeal of this Article VI shall not
adversely affect any elimination or limitation of liability of a
director or officer of the Corporation under this Article VI with
respect to any action or inaction occurring prior to the time of
such amendment or repeal.
ARTICLE VII
Reversion
Cash, property or share dividends, shares issuable to share-
holders in connection with a reclassification of stock, and the
redemption price of redeemed shares, which are not claimed by the
shareholders entitled thereto within one year after the dividend
or redemption price became payable or the shares became issuable,
despite reasonable efforts by the Corporation to pay the dividend
or redemption price or deliver the certificates for the shares to
such shareholders within such time, shall, at the expiration of
such time, revert in full ownership to the Corporation, and the
Corporation's obligation to pay such dividend or redemption price
or issue such shares, as the case may be, shall thereupon cease;
provided that the Board may, at any time, for any reason
satisfactory to it, but need not, authorize (A) payment of the
amount of any cash or property dividend or redemption price or
(B) issuance of any shares, ownership of which has reverted to
the Corporation pursuant to this Article VII, to the persons or
entity who or which would be entitled thereto had such reversion
not occurred.
ARTICLE VIII
Incorporator
The name and post office address of the incorporator is:
Robert D. Cummiskey, Jr.
Petroleum Helicopters, Inc.
5728 Jefferson Highway
New Orleans, Louisiana 70123
WITNESSES:
______________________________ ______________________________
Robert D. Cummiskey, Jr.
Incorporator
______________________________
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned, personally came and appeared
Robert D. Cummiskey to me known to be the person who signed the
foregoing instrument as Incorporator, and who, having been duly
sworn, acknowledged and declared, in the presence of the two
witnesses whose names are subscribed above, that he signed such
instrument as his free act and deed for the purposes mentioned
therein.
IN WITNESS WHEREOF, the appearer, witnesses and I have
hereunto fixed our hands on this ______ day of ______________,
1994 at New Orleans, Louisiana.
WITNESSES:
______________________________ ______________________________
Robert D. Cummiskey, Jr.
Incorporator
______________________________
________________________________________
Notary Public
<PAGE>
Exhibit C
BY-LAWS
of
PETROLEUM HELICOPTERS, INC.
SECTION I
OFFICES
1.1 Principal Office. The principal office of the
Corporation shall be located at 5728 Jefferson Highway, Harahan,
Louisiana 70123.
1.2 Additional offices. The Corporation may have such
offices at such other places as the Corporation's Board of
Directors (the "Board") may from time to time determine or the
business of the Corporation may require.
SECTION 2
SHAREHOLDERS MEETINGS
2.1 Place of Meetings. Unless otherwise required by law or
these By-laws, all meetings of the shareholders shall be held at
the principal office of the Corporation or at such other place,
within or without the State of Louisiana, as may be designated by
the Board.
2.2 Annual Meetings; Notice Thereof. An annual meeting of
the shareholders shall be held on the second Thursday of
September in each year, at 10:00 a.m., or at such other date or
at such other time specified as the Board shall designate, for
the purpose of electing directors and for the transaction of such
other business as may be properly brought before the meeting. If
no annual shareholders' meeting is held for a period of eighteen
months, any shareholder may call such meeting to be held at the
registered office of the Corporation as shown on the records of
the Secretary of State of Louisiana.
2.3 Special Meetings. Special meetings of the share-
holders, for any purpose or purposes, may be called by the
Chairman of the Board, Chief Executive Officer and President (the
"Chairman, CEO and President") or the Board or by the
shareholders as provided in the Articles of Incorporation.
2.4 Notice of Meetings. Except as otherwise provided by
law, the authorized person or persons calling a shareholders'
meeting shall cause written notice of the time, place and purpose
of the meeting to be given to all shareholders entitled to vote
at such meeting, at least ten days and not more than sixty days
prior to the day fixed for the meeting. Notice of the annual
meeting need not state the purpose or purposes thereof, unless
action is to be taken at the meeting as to which notice is
required by law or the By-laws. Notice of a special meeting shall
state the purpose or purposes thereof, and the business conducted
at any special meeting shall be limited to the purpose or
purposes stated in the notice.
2.5 List of Shareholders. At every meeting of
shareholders, a list of shareholders entitled to vote, arranged
alphabetically and certified by the Corporation's Secretary or by
the agent of the Corporation having charge of transfers of
shares, showing the number and class of shares held by each such
shareholder on the record date for the meeting, shall be produced
on the request of any shareholder.
2.6 Quorum. At all meetings of shareholders, the holders
of a majority of the total voting power of the Corporation shall
constitute a quorum; provided that this subsection shall not have
the effect of reducing the vote required to approve or affirm any
matter that may be established by law, the Articles of
Incorporation or these By-laws.
2.7 Voting. When a quorum is present at any meeting, the
vote of the holders of a majority of the voting power present in
person or represented by proxy shall decide each question brought
before such meeting, unless the question is one upon which, by
express provision of law or the Articles of Incorporation, a
different vote is required, in which case such express provision
shall govern and control the decision of such question. Directors
shall be elected by plurality vote.
2.8 Proxies-General. At any meeting of the shareholders,
every shareholder having the right to vote shall be entitled to
vote in person or by proxy appointed by an instrument in writing
executed by such shareholder and bearing a date not more than
eleven months prior to the meeting, unless the instrument
provides for a longer period, but in no case will an outstanding
proxy be valid for longer than three years from the date of its
execution. The person appointed as proxy need not be a
shareholder of the Corporation.
2.9 Execution of Proxies. Any proxy must be executed by a
shareholder or the shareholder's authorized officer, director,
employee or agent. Any signature on a proxy may be affixed by
any reasonable means, including but not limited to facsimile
signature.
2.10 Electronically Transmitted Proxies. A shareholder may
authorize another person or persons to act for him as proxy by
transmitting or authorizing the transmission of a telegram,
cablegram or other means of electronic transmission to the person
who will be the holder of the proxy or to a proxy solicitation
firm, proxy support service organization or similar agent duly
authorized by the person who will be the holder of the proxy to
receive such transmission; provided, however, that any such
telegram, cablegram or other means of electronic transmission
shall be submitted with information from which the Corporation
may determine that the telegram, cablegram or other electronic
transmission was authorized by the shareholder. If it is
determined that such electronic transmissions are valid, the
inspectors or other persons making that determination shall
specify the information upon which they relied.
2.11 Validity of Copies and other Reproductions of Proxies.
Any copy, facsimile, telecommunication or other reliable
reproduction of the writing or transmission created pursuant
hereto may be substituted or used in lieu of the original writing
or transmission for all purposes for which the original writing
or transmission could be used; provided, however, that such copy,
facsimile telecommunication or other reliable reproduction shall
be a complete reproduction of the entire original writing or
transmission.
2.12 Voting Power Present or Represented. For purposes of
determining the amount of voting power present or represented at
any annual or special meeting of shareholders with respect to
voting on a particular proposal, shares as to which the proxy
holders have been instructed to abstain from voting on the
proposal, and shares that have been precluded from voting
(whether by law, regulations of the Securities and Exchange
Commission, rules or by-laws of any self-regulatory organization
or otherwise), will not be treated as present.
2.13 Adjournments. Adjournments of any annual or special
meeting of shareholders may be taken without new notice being
given unless a new record date is fixed for the adjourned
meeting, but any meeting at which directors are to be elected
shall be adjourned only from day to day until such directors
shall have been elected.
2.14 Withdrawal. If a quorum is present or represented at a
duly organized meeting, such meeting may continue to do business
until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum as fixed in Section 2.6
of these By-laws, or the refusal of any shareholders present to
vote.
2.15 Lack of Quorum. If a meeting cannot be organized
because a quorum has not attended, those present may adjourn the
meeting to such time and place as they may determine, subject,
however, to the provisions of Section 2.15 hereof. In the case
of any meeting called for the election of directors, those who
attend the second of such adjourned meetings, although less than
a quorum as fixed in Section 2.6 hereof, shall nevertheless
constitute a quorum for the purpose of electing directors.
2.16 Presiding officer. The Chairman, CEO and President or
in his or her absence, a chairman designated by the Board, shall
preside at all shareholders' meetings.
2.17 Definitions of Shareholder, Voting Power and Voting
Power Present. As used in these By-laws, and unless the context
otherwise requires, (a) the term "shareholder" shall mean a
person who is (i) the record holder of shares of the
Corporation's voting stock or (ii) a registered holder of any
bonds, debentures or similar obligations granted voting rights by
the Corporation pursuant to La. R.S. 12:75, (b) the term "voting
power" shall mean the right vested by law, these By-laws or the
Articles of Incorporation in the shareholders to vote in the
determination of a particular question or matter and (c) the term
"total voting power" shall mean the total number of votes that
the shareholders are entitled to cast in the determination of a
particular question or matter.
SECTION 3
DIRECTORS
3.1 Powers; Number. All of the corporate powers shall be
vested in, and the business and affairs of the Corporation shall
be managed by, the Board, which shall consist of four natural
persons; provided that, if after proxy materials for any meeting
of shareholders at which directors are to be elected are mailed
to shareholders any person or persons named therein to be
nominated at the direction of the Board becomes unable or
unwilling to serve, the foregoing number of authorized directors
shall be automatically reduced by a number equal to the number of
such persons unless the Board, by a majority vote of the entire
Board, selects an additional nominee; provided that in no event
shall the number of directors so authorized, nominated and
elected be less than the number required by law. No amendment to
this Section to decrease the number of directors shall shorten
the term of any incumbent director. No director need be a
shareholder.
3.2 Powers. The Board may exercise all such powers of the
Corporation and do all such lawful acts and things that are not
by law, the Articles of Incorporation or these By-laws directed
or required to be done by the shareholders.
3.3 General Election. At each annual meeting of share-
holders, directors shall be elected to succeed those directors
whose terms then expire. Such newly elected directors shall serve
until the next succeeding annual meeting of shareholders after
their election and until their successors are elected and
qualified. A director elected to fill a vacancy shall hold office
for a term expiring at the next annual meeting and until his
successor is elected and qualified. No decrease in the number of
directors constituting the Board shall shorten the term of any
incumbent director.
3.4 Vacancies. Except as otherwise provided in the
Articles of Incorporation or these By-laws (a) the office of a
director shall become vacant if he dies, resigns or is removed
from office and (b) the Board may declare vacant the office of a
director if he (i) is interdicted or adjudicated an incompetent,
(ii) is adjudicated a bankrupt, (iii) in the sole opinion of the
Board becomes incapacitated by illness or other infirmity so that
he is unable to perform his duties for a period of six months or
longer, or (iv) ceases at any time to have the qualifications
required by law, the Articles of Incorporation or these By-laws.
3.5 Filling Vacancies. In the event of a vacancy (includ-
ing any vacancy resulting from an increase in the authorized
number of directors, or from failure of the shareholders to elect
the full number of authorized directors), the remaining
directors, even though not constituting a quorum, may fill any
vacancy on the Board for the unexpired term by a majority vote of
the directors remaining in office, provided that the shareholders
shall have the right, at any special meeting called for the
purpose prior to such action by the Board, to fill the vacancy.
3.6 Notice of Shareholder Nominees. Only persons who are
nominated in accordance with the procedures set forth in this
Section 3.6 shall be eligible for election as directors. Nomina-
tions of persons for election to the Board may be made at a
meeting of shareholders by or at the direction of the Board or by
a shareholder entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in
this Section 3.6. Such nominations, other than those made by or
at the direction of the Board, shall be made pursuant to timely
notice in writing to the Corporation's Secretary. To be timely,
a shareholder's notice must be delivered or mailed and received
at the principal executive offices of the Corporation not less
than 45 days nor more than 90 days prior to the meeting;
provided, however, that if less than 55 days notice or prior
public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be
received no later than the close of business on the 10th day
following the day on which such notice of the date of the meeting
was mailed or such public disclosure was made. Such shareholder's
notice shall set forth the following:
(a) as to each person whom the shareholder proposes to
nominate for election or re-election as a director (i) the
name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of the capital
stock of the Corporation of which such person is the
beneficial owner and the number of votes such person is
entitled to cast at the shareholders' meeting and (iv) any
other information relating to such person that would be
required to be disclosed in solicitations of proxies for
election of directors, or would be otherwise required, in
each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including without
limitation such person's written consent to being named in
the proxy statement as a nominee and to serving as a
director if elected); and
(b) as to the shareholder giving the notice (i) the
name and address of such shareholder and (b) the class and
number of shares of the capital stock of the Corporation of
which such shareholder is the beneficial owner and the
number of votes such person is entitled to cast at the
shareholders' meeting. If requested in writing by the
Corporation's Secretary at least 15 days in advance of the
meeting, such shareholder shall disclose to the Secretary,
within 10 days of such request, whether such person is the
sole beneficial owner of the shares held of record by him;
and, if not, the name and address of each other person known
by the shareholder of record to claim a beneficial interest
in such shares.
At the request of the Board, any person nominated by or at the
direction of the Board for election as a director shall furnish
to the Corporation's Secretary that information required to be
set forth in a shareholder's notice of nomination that pertains
to the nominee. If a shareholder seeks to nominate one or more
persons as directors, the Secretary shall appoint two inspectors
(the "Inspectors"), who shall not be affiliated with the
Corporation, to determine whether a shareholder has complied with
this Section 3.6. If the Inspectors shall determine that a
shareholder has not complied with this Section 3.6, the
Inspectors shall direct the chairman of the meeting to declare to
the meeting that a nomination was not made in accordance with the
procedures prescribed by the Articles of Incorporation or these
By-laws; and the chairman shall so declare to the meeting and the
defective nomination shall be disregarded.
3.7 Compensation of Directors. Directors as such, shall
receive such compensation for their services as may be fixed by
resolution of the Board and shall receive their actual expenses
of attendance, if any, for each regular or special meeting of the
Board; provided that nothing herein contained shall be construed
to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
SECTION 4
MEETINGS OF THE BOARD
4.1 Place of Meetings. The meetings of the Board may be
held at such place within or without the State of Louisiana as a
majority of the directors may from time to time appoint.
4.2 Initial Meetings. The first meeting of each newly
elected Board shall be held immediately following the share-
holders' meeting at which the Board is elected and at the same
place as such meeting, and no notice of such first meeting shall
be necessary for the newly elected directors in order legally to
constitute the meeting.
4.3 Regular Meetings; Notice. Regular meetings of the
Board may be held at such times as the Board may from time to
time determine. No notice of regular meetings of the Board shall
be required provided that the date, time and place of regular
meetings are fixed by the Board.
4.4 Special Meetings; Notice. Special meetings of the
Board may be called by the Chairman, CEO and President on
reasonable notice given to each director, either personally or by
telephone, mail or by telegram. Special meetings shall be called
by the Chairman, CEO and President, or the Secretary in like
manner and on like notice on the written request of a majority of
the directors and if such officers fail or refuse, or are unable
within 24 hours to call a meeting when requested, then the
directors making the request may call the meeting on two days'
written notice given to each director. The notice of a special
meeting of directors need not state its purpose or purposes, but
if the notice states a purpose or purposes and does not state a
further purpose to consider such other business as may properly
come before the meeting, the business to be conducted at the
special meeting shall be limited to the purposes stated in the
notice.
4.5 Waiver of Notice. Directors present at any regular or
special meeting shall be deemed to have received due, or to have
waived, notice thereof, provided that a director who participates
in a meeting by telephone (as permitted by Section 4.9) shall not
be deemed to have received or waived due notice if, at the
beginning of the meeting, he objects to the transaction of any
business because the meeting is not lawfully called.
4.6 Quorum. A majority of the Board shall be necessary to
constitute a quorum for the transaction of business, and except
as otherwise provided by law or the Articles of Incorporation or
these By-laws, the acts of a majority of the entire Board at a
meeting at which a quorum is present shall be the acts of the
Board. If a quorum is not present at any meeting of the Board,
the directors present may adjourn the meeting from time to time
without notice other than announcement at the meeting, until a
quorum is present.
4.7 Withdrawal. If a quorum is present when the meeting
convened, the directors present may continue to do business,
taking action by vote of a majority of a quorum as fixed in
Section 4.6, until adjournment, notwithstanding the withdrawal of
enough directors to leave less than a quorum as fixed in Section
4.6 or the refusal of any director present to vote.
4.8 Action by Consent. Any action that may be taken at a
meeting of the Board or any committee thereof, may be taken by a
consent in writing signed by all of the directors or by all
members of the committee, as the case may be, and filed with the
records of proceedings of the Board or such committee.
4.9 Meetings by Telephone or Similar
Communication. Members of the Board may participate at and be
present at any meeting of the Board or any committee thereof by
means of conference telephone or similar communications equipment
if all persons participating in such meeting can hear and
communicate with each other. Participation in a meeting pursuant
to this Section 4.9 shall constitute presence in person at such
meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or
convened.
SECTION 5
COMMITTEES OF THE BOARD
5.1 General. The Board may designate one or more
committees, each committee to consist of two or more of the
directors (and one or more directors may be named as alternate
members to replace any absent or disqualified regular members),
which, to the extent provided by resolution of the Board or the
By-laws, shall have and may exercise the powers of the Board in
the management of the business and affairs of the Corporation,
and may have power to authorize the seal of the Corporation to be
affixed to documents, but no such committee shall have power or
authority in reference to amending the Articles of Incorporation,
adopting an agreement of merger or consolidation, recommending to
the shareholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation
or a revocation of dissolution, removing or indemnifying
directors or amending the By-laws; and unless the resolution
expressly so provides, no such committee shall have the power or
authority to declare a dividend or authorize the issuance of
stock. Such committee or committees shall have such name or
names as may be stated in the By-laws, or as may be determined,
from time to time, by the Board. Any vacancy occurring in any
such committee shall be filled by the Board, but the Chairman of
the Board, Chief Executive Officer and President may designate
another director to serve on the committee pending action by the
Board. Each such member of a committee shall hold office during
the term of the Board constituting it, unless otherwise ordered
by the Board.
5.2 Compensation Committee. The Board shall establish a
Compensation Committee consisting of two directors each of whom
shall (i) be a "disinterested person" as defined under Article
16b-3 promulgated under the Securities Exchange Act of 1934, as
amended, and (ii) not serve, and shall not have served in the
past, as an officer or employee of the Corporation or any of its
affiliates. The Compensation Committee shall determine the
compensation to be paid to officers and employees of the
Corporation. In the event of a disagreement between two members
of the Compensation Committee, which cannot in good faith be
resolved, the disagreement will be resolved by the affirmative
vote of a majority of the entire Board.
5.3 Audit Committee. The Board shall establish an Audit
Committee consisting of at least two directors who are not
officers or employees of the Corporation or any of its
affiliates. The Audit Committee shall serve as a focal point for
communication between noncommittee directors, the independent
accountants and management. The Audit Committee shall make
recommendations to the Board concerning the selection and
retention of the Corporation's independent auditors, review the
results of audits of the Corporation by its independent auditors,
discuss audit representations with management, and report the
results of its review to the Board.
5.4 Procedures for Committees. Each committee shall keep
written minutes of its meetings and all actions taken by a
committee shall be reported to the Board at its next meeting,
whether regular or special. Failure to keep written minutes or
to make such reports shall not affect the validity of action
taken by a committee. Each committee shall adopt such rules (not
inconsistent with the Articles of Incorporation, these By-laws or
any regulations specified for such committee by the Board) as it
shall deem necessary for the proper conduct of its functions and
the performance of its responsibilities.
SECTION 6
REMOVAL OF BOARD MEMBER
Any director or the entire Board may be removed at any time
by the affirmative vote of not less than a majority of the voting
power present at a meeting of shareholders duly called for that
purpose. The shareholders at such meeting may proceed to elect a
successor or successors for the unexpired term of the director or
directors removed. Except as provided in this Section 6,
directors shall not be subject to removal.
SECTION 7
NOTICES
7.1 Form of Delivery. Whenever under the provisions of law
the Articles of Incorporation or these By-laws notice is required
to be given to any shareholder or director, it shall not be
construed to mean personal notice unless otherwise specifically
provided in the Articles of Incorporation or these By-laws, but
such notice may be given by mail, addressed to such shareholder
or director at his address as it appears on the records of the
Corporation, with postage thereon prepaid. Such notices shall be
deemed to have been given at the time they are deposited in the
United States mail. Notice to a director pursuant to Section 4.4
hereof may also be given personally or by telephone or telegram
sent to his or her address as it appears on the Corporation's
records.
7.2 Waiver. Whenever any notice is required to be given by
law, the Articles of Incorporation or these By-laws, a waiver
thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto. In addition, notice shall be
deemed to have been given to, or waived by, any shareholder or
director who attends a meeting of shareholders or directors in
person, or is represented at such meeting by proxy, without
protesting at the commencement of the meeting the transaction of
any business because the meeting is not lawfully called or
convened.
SECTION 8
OFFICERS
8.1 Designations. The Corporation's officers shall be a
Chairman, CEO and President (with all such offices to be held by
one person), a Secretary, a Chief Financial Officer and a
Treasurer. The Corporation may also have one or more Vice
Presidents, Assistant Secretaries and Assistant Treasurers. Any
two offices may be held by one person, provided that no person
holding more than one office may sign, in more than one capacity,
any certificate or other instrument required by law to be signed
by two officers.
8.2 Appointment of Certain Officers. At the first meeting
of each newly elected Board, or at such other time when there
shall be a vacancy, the Board shall elect a Chairman, CEO and
President, a Secretary, a Chief Financial Officer and a
Treasurer, each of whom shall serve for one year and until his or
her successor is elected and has qualified.
8.3 Appointment of Other Officers. As soon as practicable
after his or her election, the Chairman, CEO and President may
appoint one or more Vice Presidents, Assistant Secretaries and
Assistant Secretaries. The Chairman, CEO and President shall,
following such appointment or appointments, cause to be filed
with the minutes of the meeting of the Board an instrument
specifying the officers selected. The Chairman, CEO and
President may also appoint such other officers, employees and
agents of the Corporation as he or she may deem necessary, or may
vest the authority to appoint such other officers, employees and
agents in such other of the Corporation's officers as he or she
deems appropriate subject in all cases to his or her discretion.
Subject to these By-laws, all of the officers, employees and
agents of the Corporation shall hold their offices or positions
for such terms and shall exercise such powers and perform such
duties as shall be specified from time to time by the Board or
the Chairman, CEO and President.
8.4 Removal. The Board or the Chairman, CEO and President
may remove any officer with or without cause at any time. Any
such removal shall be without prejudice to the contractual rights
of such officers, if any, with the Corporation, but the election
of an officer shall not in and of itself create contractual
rights. Any vacancy occurring in any office of the Corporation
by death, resignation, removal or otherwise may be filled by the
Chairman, CEO and President until the next regular or special
meeting of the Board.
8.5 The Chairman, CEO and President. The Chairman, CEO and
President shall have general and active responsibility for the
management of the Corporation's business, shall be responsible
for implementing all orders and resolutions of the Board, shall
be the Corporation's chief operating officer, shall supervise the
daily operations of the Corporation's business and shall preside
at meetings of the Board and of the shareholders.
8.6 The Vice Presidents. The Vice Presidents in the order
specified by the Chairman, CEO and President or, if not so
specified, in the order of their seniority shall, in the absence
or disability of the Chairman, CEO and President, perform the
duties and exercise the powers of the President, and shall
perform such other duties as the Chairman, CEO and President
shall prescribe.
8.7 The Secretary. The Secretary shall attend all meetings
of the Board and all meetings of the shareholders, record all
votes and the minutes of all proceedings in a book to be kept for
that purpose, give, or cause to be given, notice of all meetings
of the shareholders and special meetings of the Board, and
perform such other duties as may be prescribed by the Board or
Chairman, CEO and President. The Secretary shall also keep in
safe custody the Corporation's seal, if any, and affix the seal
to any instrument requiring it.
8.8 The Chief Financial Officer. The Chief Financial
Officer shall be the Corporation's principal financial officer
and shall manage the Corporation's financial affairs and direct
the activities of the Treasurer and other officers responsible
for the Corporation's financial affairs. The Chief Financial
Officer may sign, execute and deliver in the name of the
Corporation contracts, bonds and other obligations, shall be
responsible for all of the Corporation's internal and external
financial reporting and shall perform such other duties as may be
prescribed from time to time by the Board, the Chairman, CEO and
President or by the By-laws.
8.9 The Treasurer. As directed by the Chief Financial
Officer, the Treasurer shall have general custody of all funds
and securities of the Corporation. The Treasurer may sign, with
the Chairman, CEO and President, Chief Financial Officer or such
other person or persons as may be designated for the purpose by
the Board, all bills of exchange or promissory notes of the
Corporation. The Treasurer shall perform such other duties as
may be prescribed from time to time by the Chief Financial
Officer or the By-laws.
SECTION 9
STOCK
9.1 Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by the President
or a Vice President and the Secretary or an Assistant Secretary
evidencing the number and class (and series, if any) of shares
owned by him, containing such information as required by law and
bearing the seal of the Corporation. If any stock certificate is
manually signed by a transfer agent or registrar other than the
Corporation itself or an employee of the Corporation, the signa-
ture of any such officer may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to
be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with
the same effect as if he were such officer, transfer agent or
registrar at the date of issue.
9.2 Missing Certificates. The President or any Vice
President may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore
issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or
destroyed. As a condition precedent to the issuance of a new
certificate or certificates, the officers of the Corporation
shall, unless dispensed with by the President, require the owner
of such lost, stolen or destroyed certificate or certificates, or
his legal representative, (i) to advertise or give the
Corporation a bond or (ii) enter into a written indemnity
agreement, in each case in an amount appropriate to indemnify the
Corporation against any claim that may be made against the
Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.
9.3 Transfers. Upon surrender to the Corporation or the
transfer agent of the Corporation, of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books.
SECTION 10
DETERMINATION OF SHAREHOLDERS
10.1 Record Date. For the purpose of determining share-
holders entitled to notice of and to vote at a meeting, or to
receive a dividend, or to receive or exercise subscription or
other rights, or to participate in a reclassification of stock,
or in order to make a determination of shareholders for any other
proper purpose, the Board may fix in advance a record date for
determination of shareholders for such purpose, such date to be
not more than sixty days and, if fixed for the purpose of
determining shareholders entitled to notice of and to vote at a
meeting, not less than ten days, prior to the date on which the
action requiring the determination of shareholder is to be taken.
10.2 Registered Shareholders. Except as otherwise provided
by law, the Corporation, and its directors, officers and agents
may recognize and treat a person registered on its records as the
owner of shares, as the owner in fact thereof for all purposes,
and as the person exclusively entitled to have and to exercise
all rights and privileges incident to the ownership of such
shares, and rights under this Section 10.2 shall not be affected
by any actual constructive notice that the Corporation, or any of
its directors, officers or agents, may have to the contrary.
SECTION 11
MISCELLANEOUS
11.1 Dividends. Except as otherwise provided by law or the
Articles of Incorporation, dividends upon the stock of the
Corporation may be declared by the Board at any regular or
special meeting. Dividends may be paid in cash, property, or in
shares of stock.
11.2 Checks. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or
such other person or persons as the Chairman, CEO and President
or the Board may from time to time designate. Signatures of the
authorized signatories may be by facsimile.
11.3 Fiscal Year. The Board may adopt for and on behalf of
the Corporation a fiscal or a calendar year.
11.4 Seal. The Board may adopt a corporate seal, which seal
shall have inscribed thereon the name of the Corporation. The
seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise. Failure to
affix the seal shall not, however, affect the validity of any
instrument.
11.5 Gender. All pronouns and variations thereof used in
these By-laws shall be deemed to refer to the masculine, feminine
or neuter gender, singular or plural, as the identity of the
person, persons, entity or entities referred to require.
SECTION 12
INDEMNIFICATION
The Corporation shall indemnify to the full extent permitted
by law any director, officer or employee against any expenses or
costs, including attorneys' fees, actually or reasonably incurred
by him or her in connection with any threatened, pending or
completed claim, action, suit or proceeding, whether criminal,
civil, administrative or investigative, against such person or as
to which he or she is involved solely as a witness or person
required to give evidence because he or she is a director,
officer or employee of the Corporation or serves or served at the
request of the Corporation with any other enterprise as a
director, officer or employee. For purposes of this Section 12,
the term "Corporation" shall include any predecessor of this
Corporation and any constituent corporation (including any
constituent of a constituent) absorbed by the Corporation in a
consolidation or merger; the term "other enterprises" shall
include any corporation, partnership, joint venture, trust or
employee benefit plan; service "at the request of the
Corporation" shall include service as a director, officer or
employee of the Corporation that imposes duties on, or involves
services by, such director, officer or employee with respect to
an employee benefit plan, its participants or beneficiaries; any
excise taxes assessed on a person with respect to an employee
benefit plan shall be deemed to be indemnifiable expenses; and
action by a person with respect to an employee benefit plan that
such person reasonably believes to be in the interest of the
participants and beneficiaries of such plan shall be deemed to be
action not opposed to the best interests of the Corporation.
SECTION 13
AMENDMENTS
The Corporation's By-laws may be amended or repealed only by
a majority of the Board or the affirmative vote of the holders of
at least a majority of the voting power present at any regular or
special meeting of shareholders, the notice of which states that
the proposed amendment or repeal is to be considered at the
meeting.
<PAGE>
Preliminary Copies
PETROLEUM HELICOPTERS, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS ON SEPTEMBER 28, 1994
The undersigned hereby appoints Carroll W. Suggs and Leonard M. Horner, or
either of them, proxies for the undersigned, with full power of substitution,
to vote all shares of Voting Common Stock of Petroleum Helicopters, Inc.
("PHI") that the undersigned is entitled to vote at the annual meeting of
stockholders to be held September 28, 1994, and any adjournments thereof.
1. Election of Directors, Nominees:
Carroll W. Suggs, Leonard M. Horner, Robert E. Perdue, Robert G. Lambert.
2. Proposal to change PHI's state of incorporation from the State of
Delaware to the State of Louisiana (the "Reincorporation Proposal")
by adopting an Agreement of Merger dated August ___, 1994 (the
"Merger Agreement").
PLEASE SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES ON THE
REVERSE SIDE. IF NO SPECIFIC DIRECTIONS ARE GIVEN, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2. YOUR SHARES CANNOT BE VOTED UNLESS YOU
SIGN, DATE AND RETURN THIS PROXY.
<PAGE>
x Please mark your
votes as in this
example.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S) MARK THE
FOR BOX IN PROPOSAL 1 AND WRITE THAT NOMINEES'S NAME(S) ON
THE SPACE PROVIDED BELOW THE BOXES.
_______________________________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
_______________________________________________________________________________
1. Election of 2. Reincorporation
Directors. Proposal and the
(see reverse) Merger Agreement
FOR, except vote 3. In their discretion,
WITHHELD from the following nominee(s): to transact such other
business as may
_______________________________________ properly come before
meeting and any
adjournments thereof.
Check this
box to note
change of address.
NOTE: Please sign exactly as name
appears hereon. When
signing as attorney,
executor, administrator,
trustee, or guardian, please
give full title as such. If
a corporation, please sign in
full corporate name by
president or other authorized
officer. If a partnership,
please sign in partnership
name by autorized persons.
The signer hereby revokes all authorizations
heretofore given by the signer to vote at the
meeting or any adjournments thereof.
____________________________________________
____________________________________________
SIGNATURE(S) DATE
