SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 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:<F1>
_____________________________________________________________
4) Proposed maximum aggregate value of transaction:
______________________________________________________________
<F1> 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
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
___________________________________
2) Form, Schedule or Registration Statement No.:
____________________________________
3) Filing Party:
_____________________________________
4) Date Filed:
______________________________________
<PAGE>
PETROLEUM HELICOPTERS, INC.
2121 Airline Highway
Suite 400
Metairie, Louisiana 70001
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Holders of Voting Common Stock of Petroleum
Helicopters, Inc.:
The annual meeting of shareholders of Petroleum Helicopters,
Inc. ("PHI") will be held at 5728 Jefferson Highway, New Orleans,
Louisiana, on Friday, September 22, 1995, at 10:00 a.m., New
Orleans time, to:
1. Elect directors.
2. Consider and vote upon the PHI 1995 Incentive
Compensation Plan.
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 9, 1995, 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
August 22, 1995
<PAGE>
PETROLEUM HELICOPTERS, INC.
2121 Airline Highway
Suite 400
Metairie, Louisiana 70001
August 22, 1995
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 shareholders of PHI to be held on Friday, September
22, 1995 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 9, 1995 (the "Record Date") are
entitled to notice of and to vote at the Meeting. On that date,
PHI had outstanding 2,864,760 shares of Voting Common Stock, each
of which is entitled to one vote.
The enclosed proxy may be revoked by the shareholder 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 shareholder who votes in person at the Meeting in a manner
inconsistent with a proxy previously filed on the shareholder'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 shareholders
on or about August 22, 1995, 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.
<PAGE>
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, 56 Chairman of the Board, 1989
President and Chief
Executive Officer.<F1>
Leonard M. Horner, 68 Private Investments.<F2> 1992
Robert G. Lambert, 65 Consultant; Chairman of the 1994
Board of Directors of
Aviall, Inc. (aviation parts
distributor and provider of
aviation engine repair
services)<F3>
Robert E. Perdue, 66 Private Investments.<F4> 1990
_____________________
<F1>
(1) Mrs. Suggs became Chief Executive Officer in July 1992,
Chairman of the Board in March 1990 and President in October
1994. Since August 1993, Mrs. Suggs has also served as a
director of Varco International, Inc.
<F2>
(2) 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.
<F3>
(3) From 1989 through 1992, Mr. Lambert served as Senior
Executive Vice President - Aviation of Ryder System, Inc.
<F4>
(4) From 1989 until 1994 Mr. Perdue served as a consultant to
The Boeing Company (aircraft manufacturer) and other
aviation companies. 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.
_____________________
No director, nominee or executive officer of PHI has a
family relationship with any other such person. During fiscal
1995, the Board held eight meetings. Each incumbent director of
PHI attended at least 75% of the aggregate number of meetings
held during fiscal 1995 of the Board and committees of which he
or she was a member.
<PAGE>
The Board has a Finance, Audit and Compensation Committee
(the "Committee"), the members of which are Messrs. Horner,
Lambert and Perdue. The Committee, which held four meetings
during fiscal 1995, 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, 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 officers and
directors of PHI and administering PHI's 1992 Non-Qualified Stock
Option and Stock Appreciation Rights Plan. The Committee will
also administer the 1995 Incentive Compensation Plan if it is
approved at the Meeting. See "Proposal to Approve the Petroleum
Helicopters, Inc. 1995 Incentive Compensation Plan," below. The
Board does not maintain a nominating committee.
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.
PROPOSAL TO APPROVE THE PETROLEUM HELICOPTERS, INC.
1995 INCENTIVE COMPENSATION PLAN
General
The Board believes that the growth of PHI depends
significantly upon the efforts of its officers and key employees
and that such individuals are best motivated to put forth maximum
effort on behalf of PHI if they own an equity interest in the
Company. In accordance with this philosophy, in May 1995 the
Board of Directors unanimously adopted PHI's 1995 Incentive
Compensation Plan (the "Plan") and has directed that the Plan, as
amended and restated, be submitted for approval by the
shareholders at the Meeting.
Officers, other key employees, consultants and advisers to
PHI will be eligible to receive awards ("Incentives") under the
Plan when designated by the Committee. PHI currently has nine
officers, all of whom participate in the Plan, and ten key
employees who participate in the Plan. In addition, PHI hires
consultants and advisors from time to time to provide services on
particular domestic and international projects. Currently, PHI
uses approximately 5 consultants and advisors. The Committee has
no current plans to add consultants or advisors or other
employees to the Plan.
Incentives under the Plan may be granted in any one or a
combination of the following forms: (a) incentive and non-
qualified stock options, (b) stock appreciation rights, (c)
restricted stock, (d) performance shares, (e) stock awards, and
(f) cash awards.
<PAGE>
General Purposes of the Proposal
The Board has determined to maintain a compensation system
that includes, to a significant extent, grants of equity-based
incentive awards. The Board believes that providing key
personnel, consultants and advisors with a proprietary interest
in the growth and performance of PHI is crucial to stimulating
individual performance while enhancing shareholder value. The
Board further believes that the Plan will assist PHI in
attracting, retaining and motivating key personnel in a manner
that is tied to the interests of shareholders.
Options to acquire a total of 81,000 shares are outstanding
under PHI's 1992 Non-Qualified Stock Option and Stock
Appreciation Rights Plan (the "1992 Plan") and only 19,000 shares
remain available for grant. There is an insufficient number of
shares remaining under the 1992 Plan to allow for the grant of
the performance-based options described under "- Stock Options
Granted." The Committee believes that the performance-based
options will act as a valuable incentive for current officers and
employees. If the Plan is approved at the Meeting, it will
replace the 1992 Plan as to future awards.
Terms of the Plan
Shares Issuable through the Plan. A total of 175,000 shares
of Voting Common Stock and 325,000 shares of Non-Voting Common
Stock (together the "Common Stock") are authorized to be issued
under the Plan, representing approximately 6% and 15% of the
outstanding shares of Voting and Non-Voting Common Stock,
respectively. Incentives with respect to no more than 100,000
shares may be granted to a single participant in one year.
Proportionate adjustments will be made to the number of
shares of Common Stock subject to the Plan in the event of any
recapitalization, stock dividend, stock split, combination of
shares or other change in the Common Stock. The Committee may
also amend the terms of any Incentive to the extent appropriate
to provide participants with the same relative rights before and
after the occurrence of such an event. Shares of Common Stock
subject to Incentives that are cancelled, terminated or
forfeited, or shares of Common Stock that are issued as
Incentives and forfeited or reacquired by PHI, will again be
available for issuance under the Plan.
On August 14, 1995, the average of the bid and asked prices
for a share of Voting and Non-Voting Common Stock, as reported on
the NASDAQ System (Small Cap Market) was $10 3/8 and $9 5/8 ,
respectively.
Administration of the Plan. The Committee administers the
Plan and has plenary authority to award Incentives under the
Plan, to interpret the Plan, to establish any rules or
regulations relating to the Plan that it determines to be
appropriate, to delegate its authority as appropriate, and to
make any other determination that it believes necessary or
advisable for the proper administration of the Plan.
<PAGE>
Amendments to the Plan. The Board may amend or discontinue
the Plan at any time. However, in light of Section 16 of the
Securities Exchange Act of 1934 (the "1934 Act"), PHI anticipates
that any amendment that would materially increase the benefits
under the Plan, materially increase the number of securities that
may be issued under the Plan or materially modify the eligibility
requirements will be submitted to the holders of Voting Common
Stock for their approval. Except in limited circumstances, no
amendment or discontinuance may change or impair any previously-
granted Incentive without the consent of the recipient thereof.
Types of Incentives. The Committee will be authorized under
the Plan to grant stock options, restricted stock, stock
appreciation rights, performance shares, stock awards and cash
awards, each of which is described below.
Stock Options. The Committee may grant non-qualified stock
options or incentive stock options to purchase shares of Common
Stock. The Committee will determine the number and exercise
price of the options, and the time or times that the options
become exercisable, provided that the option exercise price may
not be less than the fair market value of the Common Stock on the
date of grant. The term of an option will also be determined by
the Committee, provided that the term of an incentive stock
option may not exceed 10 years. No stock option granted to an
officer, director or beneficial owner of more than 10% of the
Common Stock who is subject to Section 16 of the 1934 Act may be
exercised within the six-month period immediately following the
date of grant; provided, however, that the Committee may
accelerate the exercisability of any stock option at any time.
The Committee may also approve the purchase by PHI of an
unexercised stock option from the optionee by mutual agreement
for the difference between the exercise price and the fair market
value of the shares covered by such option.
The option exercise price may be paid in cash, in shares of
Common Stock held for at least six months, in a combination of
cash and shares of Common Stock, through a broker-assisted
exercise arrangement or in such other manner as may be authorized
by the Committee. If an optionee exercises an option while
employed by PHI or a subsidiary and pays the exercise price with
previously owned shares of Common Stock, the Committee may grant
to the optionee an additional option to purchase the same number
of shares as were surrendered at an exercise price equal to the
fair market value of the Common Stock on the date of grant.
Incentive stock options will be subject to certain
additional requirements necessary in order to qualify as
incentive stock options under Section 422 of the Code.
Restricted Stock. Shares of Common Stock may be granted by
the Committee to an eligible employee and made subject to
restrictions regarding their sale, pledge or other transfer by
the employee for a specified period (the "Restricted Period").
All shares of restricted stock will be subject to such
restrictions as the Committee may designate in an agreement with
the employee, including, among other things, that the shares are
required to be forfeited or resold to PHI in the event of
termination of employment or in the event specified performance
goals or targets are not met. The Committee may prescribe
conditions for the lapse of restrictions prior to the end of the
Restricted Period in the case of death, disability, retirement or
other termination of employment, but shares of restricted stock
granted to an employee subject to Section 16 of the 1934 Act must
be subject to a Restricted Period of at least six months.
Subject to the restrictions provided in the participant's
agreement and the Plan, a participant receiving restricted stock
will have all of the rights of a shareholder as to such shares.
<PAGE>
Stock Appreciation Rights. A stock appreciation right, or
"SAR," is a right to receive, without payment to PHI, a number of
shares of Common Stock, cash or any combination thereof, the
amount of which is determined pursuant to the formula described
below. A SAR may be granted in conjunction with a stock option
or alone without reference to any stock option. A SAR granted in
conjunction with a stock option may be granted concurrently with
the grant of such option or at such later time as determined by
the Committee and as to all or any portion of the shares subject
to the option.
The Plan confers on the Committee discretion to determine
the number of shares to which a SAR will relate as well as the
duration and exercisability terms of a SAR. In the case of a SAR
granted with respect to a stock option, the number of shares of
Common Stock to which the SAR pertains will be reduced in the
same proportion that the holder exercises the related option.
Unless otherwise provided by the Committee, a SAR will be
exercisable for the same time period as any stock option to which
it relates. No SAR granted to an officer subject to Section 16
of the 1934 Act may be exercised during the first six months of
its term; provided, however, that the Committee may accelerate
the exercisability of a SAR at any time.
Upon exercise of an SAR, the holder is entitled to receive
an amount equal to the aggregate amount of the appreciation in
the shares of Common Stock as to which the SAR is exercised. For
this purpose, the "appreciation" in the shares consists of the
amount by which the fair market value of the shares of Common
Stock on the exercise date exceeds (a) in the case of a SAR
related to a stock option, the purchase price of the shares under
the option or (b) in the case of a SAR granted alone without
reference to a related stock option, an amount determined by the
Committee at the time of grant. The Committee may pay the amount
of this appreciation to the holder of the SAR by the delivery of
Common Stock, cash, or any combination of Common Stock and cash.
Performance Shares. Performance Shares consist of the grant
by PHI to an eligible participant of a contingent right to
receive shares of Common Stock or cash with or without any
payment by the participant. Each performance share will be
subject to the achievement of performance objectives by PHI, a
business unit, a department or a subsidiary by the end of or
within a specified period. The number of shares granted and the
performance criteria will be determined by the Committee. The
award of performance shares will not create any rights in a
participant as a shareholder of PHI until the issuance of shares
of Common Stock with respect to an award. Performance shares may
be awarded in conjunction with the grant of dividend equivalent
payment rights that entitle a participant to receive an amount
equal to the cash dividends paid on an equal number of shares of
Common Stock during the period beginning on the date of grant of
an award and ending on the date on which the award is paid or
forfeited.
Stock Awards. Shares of Common Stock may be awarded by PHI
to an eligible participant as a stock award. The number of
shares awarded pursuant to any stock award will be determined by
the Committee.
Cash Awards. A cash award may be made by PHI to an eligible
participant as additional compensation for services provided to
PHI. Payment may depend on the achievement of specified
performance objectives by PHI or the individual or may relate to
the tax obligation imposed on a participant as the result of the
grant, vesting or exercise of another Incentive. The amount of
any monetary payment constituting a cash award will be determined
by the Committee.
<PAGE>
Termination of Employment. If a participant ceases to be an
employee, consultant or advisor of PHI for any reason, including
death, any Incentive may be exercised, will vest or will expire
at such time or times as may be determined by the Committee in
the Incentive agreement with the participant.
Loans to Participants. The Committee may authorize the
extension of a loan to a participant by PHI to cover the
participant's tax liability that arises in connection with an
Incentive. The terms of the loan will be determined by the
Committee.
Change of Control. If (a) PHI is not the surviving entity
in a merger, consolidation or other reorganization, (b) PHI
sells, leases or exchanges all or substantially all of its
assets, (c) PHI is to be dissolved or liquidated, (d) any person
or entity, other than an employee benefit plan of PHI or a
related trust, acquires or gains control of more than 30% of the
outstanding shares of Voting Common Stock or (e) in connection
with a contested election of directors, the persons who were
directors of PHI before the election no longer constitute a
majority of the Board (collectively, "corporate changes"), all
outstanding Incentives will automatically become exercisable and
vested and all performance criteria will be waived, and, in
addition, the Committee will have the authority to take several
actions regarding outstanding Incentives. Within certain time
periods, the Committee may (i) require that all outstanding stock
options and SARs remain exercisable only for a limited time,
after which time all such Incentives will terminate, (ii) require
the surrender to PHI of some or all outstanding options and SARs
in exchange for a cash or Common Stock payment for each option or
SAR equal in value to the per share change of control value,
calculated as described in the Plan, over the exercise price,
(iii) make any equitable adjustment to outstanding Incentives as
the Committee deems necessary to reflect the corporate change or
(iv) provide that an option or SAR shall become an option or SAR
relating to the number and class of shares of stock or other
securities or property (including cash) to which the participant
would have been entitled in connection with the corporate change
if the participant had been the holder of record of the number of
shares of Common Stock then covered by such options or SARs.
The Board of Directors believes that providing the Committee
with the choices outlined above will permit the Committee to
review all relevant tax, accounting and other issues relating to
the treatment of outstanding Incentives at the time of the
corporate change, and thereby enable the Committee to choose the
treatment that will best serve the participants and PHI.
Although the automatic vesting of Incentives and other certain
actions permitted to be taken by the Committee in the event of a
change of control could discourage a takeover of PHI, these
provisions have not been included for the purpose of making PHI a
less attractive takeover target.
Transferability of Incentives. Options, SARs and
performance shares are not transferable except (a) by will, (b)
by the laws of descent and distribution, (c) pursuant to a
domestic relations order or (d) to family members, to a trust for
the benefit of family members or to charitable institutions, if
permitted by the Committee after considering tax and securities
law consequences and if so provided in the Incentive agreement.
Stock Options Granted
The following performance-based non-qualified stock options
have been granted to the persons and groups described in the
table below, subject to shareholder approval of the Plan at the
Meeting. If the Plan is not approved, all of these options will
be forfeited.
<PAGE>
If approved at the Meeting, these options will vest on July
31, 1996, only to the extent certain 1996 financial goals and
individual performance standards have been met. Vesting of 80%
of the options (the "Financial Performance Options") is based on
achievement of Company, and in certain cases business unit,
operating income goals set forth in PHI's 1996 budget.
Additional options will vest to the extent such goals are
exceeded, up to a maximum of 120% of the base Financial
Performance Options. Likewise, to the extent these operating
income goals are not achieved fewer options will vest, provided
that if actual results are less than 90% of such goals, no
Financial Performance Options will vest.
Vesting of 20% of the options (the "Individual Performance
Options") is based on an evaluation of each optionee's individual
performance for fiscal 1996. The shares presented in the
following table represents the maximum number of Financial
Performance and Individual Performance Options that may vest
under the Plan.
The options have an exercise price of $9.75 and $8.50 per
share of Voting and Non-Voting Common Stock, respectively, the
fair market value of such shares as determined by the Committee
as of the date of grant, and will expire on May 31, 2005 or
earlier in the event of termination of employment, death or
disability. To the extent options vest, one-half will be
exercisable on July 31, 1996 and the remaining one-half will
become exercisable on July 31, 1997.
NEW PLAN BENEFITS UNDER THE
1995 INCENTIVE COMPENSATION PLAN
Number of Shares Subject
to Stock Options
------------------------
Name and Position Voting Non-Voting
------------------------------------- ---------- ------------
Carroll W. Suggs, 23,200 --
Chairman of the Board and
Chief Executive Officer
Ben Schrick, Vice President -- 11,600
and Chief Operating Officer
John H. Untereker, Vice President -- 11,600
and Chief Financial Officer
Robert D. Cummiskey, Jr., -- 5,800
Vice President of Risk
Management and Secretary
All current executive officers 23,200 58,000
as a group
All employees other than -- 58,000
executive officers as a group
<PAGE>
Federal Income Tax Consequences
Under existing federal income tax provisions, a participant
who receives stock options, SARs or performance shares or who
receives shares of restricted stock that are subject to
restrictions which create a "substantial risk of forfeiture"
(within the meaning of Section 83 of the Code) will not normally
realize any income, nor will PHI normally receive any deduction
for federal income tax purposes, in the year such Incentive is
granted.
When a non-qualified stock option granted pursuant to the
Plan is exercised, the recipient will realize ordinary income
measured by the difference between the aggregate purchase price
of the shares of Common Stock as to which the option is exercised
and the aggregate fair market value of the shares of Common Stock
on the exercise date, and PHI will be entitled to a deduction in
the year the option is exercised equal to the amount the
recipient is required to treat as ordinary income.
An employee, consultant or advisor generally will not
recognize any income upon the exercise of any incentive stock
option, but the excess of the fair market value of the shares at
the time of exercise over the option price will be an item of
adjustment, which may subject the holder of the option to the
alternative minimum tax imposed by Section 55 of the Code. The
alternative minimum tax is imposed to the extent it exceeds
federal regular individual income tax, and it is intended to
ensure that individual taxpayers who have economic income do not
avoid income tax by taking advantage of exclusions, deductions
and credits for regular tax purposes. An optionee will recognize
capital gain or loss in the amount of the difference between the
exercise price and the sale price on the sale or exchange of
stock acquired pursuant to the exercise of an incentive stock
option, provided the optionee does not dispose of such stock
within two years from the date of grant and one year from the
date of exercise of the incentive stock option (the "required
holding periods"). An optionee disposing of such shares before
the expiration of the required holding period will recognize
ordinary income generally equal to the difference between the
option price and the fair market value of the stock on the date
of exercise. The remaining gain, if any, will be capital gain.
PHI will not be entitled to a federal income tax deduction in
connection with the exercise of an incentive stock option, except
where the optionee disposes of the Common Stock received upon
exercise before the expiration of the required holding period.
If the exercise price of an option is paid by the surrender
of previously owned shares, the basis of the previously owned
shares carries over to the shares received in replacement
therefor. If the option is a non-qualified option, the income
recognized on exercise is added to the basis. If the option is
an incentive stock option, the optionee will recognize gain if
the shares surrendered were acquired through the exercise of an
incentive stock option and have not been held for the applicable
holding period. This gain will be added to the basis of the
shares received in replacement of the previously owned shares.
<PAGE>
When a SAR is exercised, the participant will recognize
ordinary income in the year the SAR is exercised equal to the
value of the appreciation that he is entitled to receive pursuant
to the formula previously described, and PHI will be entitled to
a deduction in the same year and in the same amount.
An employee, consultant or advisor who receives restricted
stock or performance shares will normally recognize taxable
income on the date the shares become transferable or no longer
subject to substantial risk of forfeiture or on the date of their
earlier disposition. The amount of such taxable income will be
equal to the amount by which the fair market value of the shares
of Common Stock on the date such restrictions lapse (or any
earlier date on which the shares are disposed of) exceeds their
purchase price, if any. An employee may elect, however, to
include in income in the year of purchase or grant the excess of
the fair market value of the shares of Common Stock (without
regard to any restrictions) on the date of purchase or grant over
its purchase price. Subject to the limitations imposed by
Section 162(m) of the Code, PHI will be entitled to a deduction
for compensation paid in the same year and in the same amount as
income is realized by the employee. Dividends currently paid to
the participant will be taxable compensation income to the
participant and deductible by PHI.
A participant who receives a stock award under the Plan
consisting of shares of Common Stock will realize ordinary income
in the year of the award in an amount equal to the fair market
value of the shares of Common Stock covered by the award on the
date it is made, and PHI will be entitled to a deduction equal to
the amount the participant is required to treat as ordinary
income. A participant who receives a cash award will realize
ordinary income in the year the award is paid equal to the amount
thereof, and the amount of the cash award will be deductible by
PHI.
If, upon a change in control of PHI, the exercisability or
vesting of an Incentive granted under the Plan is accelerated,
any excess on the date of the change in control of the fair
market value of the shares or cash issued under Incentives over
the purchase price of such shares, if any, may be characterized
as Parachute Payments (within the meaning of Section 280G of the
Code) if the sum of such amounts and any other such contingent
payments received by the employee exceeds an amount equal to
three times the "Base Amount" for such employee. The Base Amount
generally is the average of the annual compensation of such
employee for the five years preceding such change in ownership or
control. An Excess Parachute Payment, with respect to any
employee, is the excess of the Parachute Payments to such person,
in the aggregate, over and above such person's Base Amount. If
the amounts received by an employee upon a change in control are
characterized as Parachute Payments, such employee will be
subject to a 20% excise tax on the Excess Parachute Payment, and
PHI will be denied any deduction with respect to such Excess
Parachute Payment.
The Plan permits a participant to elect to have a sufficient
number of shares withheld to satisfy the participant's
withholding tax obligation with respect to the grant or vesting
of an Incentive.
This summary of federal income tax consequences does not
purport to be complete. Reference should be made to the
applicable provisions of the Code. There also may be state and
local income tax consequences applicable to transactions
involving Incentives.
<PAGE>
Vote Required
The Board of Directors has unanimously approved the Plan.
Approval of the Plan requires the affirmative vote of the holders
of a majority of the outstanding shares of the Voting Common
Stock. As of the Record Date, Carroll W. Suggs, PHI's Chairman
of the Board, President and Chief Executive Officer, beneficially
owned 1,476,580 shares of Voting Common Stock, representing
approximately 51.5% of the outstanding shares of Voting Common
Stock. 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 approval of
the Plan, and accordingly approval is assured.
The Board of Directors unanimously recommends that you vote
for approval of the 1995 Incentive Compensation Plan.
SECURITY HOLDINGS OF DIRECTORS, EXECUTIVE OFFICERS
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information
concerning the beneficial ownership of each class of outstanding
PHI equity securities as of the Record Date by (a) each person
known by PHI to own beneficially five percent or more of any
class of PHI equity security, (b) each director and nominee of
PHI, (c) each executive officer identified under the heading
"Executive and Director Compensation; Certain Transactions -
Summary of Executive Compensation," and (d) all directors and
executive officers of PHI as a group, 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 of Percent
Name of Beneficial Owner Common Stock Shares of Class
------------------------ ------------ ------------ --------
Carroll W. Suggs Voting 1,476,580<F1> 51.5%
Leonard M. Horner Voting 500 *
Non-Voting 100 *
Robert G. Lambert Voting 1,000 *
Non-Voting 28 *
Robert E. Perdue Non-Voting 1,000 *
Robert D. Cummiskey, Jr. Non-Voting 4,165<F2> *
Ben Schrick Voting 560 *
Non-Voting 6,020<F3> *
John H. Untereker Voting 10,000<F4> *
Non-Voting 39 *
All Directors and
Executive Officers as a
Group (12 persons) Voting 1,488,640 51.8%
Non-Voting 31,352<F5> 1.4%
_____________________
* Less than one percent.
<PAGE>
<F1>
(1) Mrs. Suggs shares voting and investment power over
200,531 of these shares, of which an aggregate of
172,146 shares are held by Mrs. Suggs as trustee and
income beneficiary of trusts for her three children and
an aggregate of 28,385 shares are owned by her three
children.
<F2>
(2) Includes 4,000 shares that Mr. Cummiskey has the right
to acquire pursuant to currently exercisable stock
options. See "Executive and Director Compensation;
Certain Transactions - Option Exercises and Holdings."
<F3>
(3) Includes 6,000 shares that Mr. Schrick has the right to
acquire pursuant to currently exercisable stock
options. See "Executive and Director Compensation;
Certain Transactions - Option Exercises and Holdings."
<F4>
(4) Consist of shares that Mr. Untereker has the right to
acquire pursuant to currently exercisable stock
options. See "Executive and Director Compensation;
Certain Transactions - Option Exercises and Holdings."
<F5>
(5) Includes an aggregate of 30,000 shares which executive
officers have the right to acquire pursuant to
currently exercisable stock options. See "Executive
and Director Compensation; Certain Transactions -
Option Exercises and Holdings."
_____________________
EXECUTIVE AND DIRECTOR COMPENSATION; CERTAIN TRANSACTIONS
Summary of Executive Compensation
The following table summarizes, for each of the fiscal years
ended April 30, 1995, 1994 and 1993, 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.
Annual
Compensation All Other
Name and Principal Position Year Salary Compensation<F1>
--------------------------- ---- ------------ ---------------
Carroll W. Suggs 1995 $317,385 $57,690<F2>
Chairman of the Board, 1994 306,430 7,023
President and Chief 1993 284,662 8,550
Executive Officer
Robert D. Cummiskey, Jr. 1995 106,538 3,126
Vice President of 1994 103,088 3,094
Risk Management and 1993 92,867 8,994
Secretary
Ben Schrick 1995 109,785 3,276
Vice President and 1994 105,444 3,165
Chief Operating Officer 1993 82,015 8,994
John H. Untereker 1995 203,607 4,500
Vice President and 1994 199,020 6,021
Chief Financial Officer 1993 152,655 53,970<F3>
<PAGE>
_____________________
<F1>
(1) Unless otherwise indicated, all amounts represent
contributions by PHI to the PHI 401(k) Retirement Plan on
behalf of the named executive officer.
<F2>
(2) Includes insurance premiums of $53,190 paid by PHI for the
benefit of Mrs. Suggs.
<F3>
(3) Includes $28,000 paid to Mr. Untereker in connection with
his recruitment and $23,943 paid by PHI in reimbursement of
his relocation expenses.
_____________________
Option Exercises and Holdings
The following table sets forth information with respect to
the named executive officers concerning the exercise of options
during 1995 and unexercised options held as of April 30, 1995.
<TABLE>
<CAPTION>
Number of Shares Value of Unexercised
Shares Underlying Unexercised in-the-Money Options at
Acquired Options at April 30, 1995 April 30, 1995
on Value -------------------------- --------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---------------------- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Carroll W. Suggs -- -- -- -- -- --
Robert D. Cummiskey, Jr. 0 0 2,000<F1> 6,000<F1> 0 0
Ben Schrick 0 0 3,000<F1> 9,000<F1> 0 0
John H. Untereker 0 0 5,000<F2> 15,000<F2> 0 0
_____________________
<FN>
<FN1>
(1) Options to acquire Non-Voting Common Stock.
<FN2>
(2) Options to acquire Voting Common Stock.
</FN>
</TABLE>
_____________________
Supplemental Executive Retirement Plan
In September 1994, PHI adopted a supplemental executive
retirement plan ("SERP") to supplement the retirement benefits
otherwise available to PHI's officers and certain key employees
pursuant to the PHI 401(k) Retirement Plan. The SERP provides an
annual benefit, generally equivalent to 35% of each such
participant's salary at the date of adoption up to $200,000 and
50% of such salary in excess of $200,000, for a period of 15
years following retirement at age 65 or older. Similar benefits
are also provided upon death or disability of the participant.
The estimated annual benefits payable upon retirement at normal
retirement age for Mrs. Suggs, Mr. Cummiskey, Mr. Schrick and Mr.
Untereker are $123,500, $34,400, $36,000 and $67,400,
respectively.
Employment Agreement
Mr. Untereker and PHI entered into an agreement in July 1992
pursuant to which PHI agreed to pay Mr. Untereker an amount equal
to his base salary for six months and certain relocation expenses
in the event of the termination of his employment. PHI also
agreed to pay Mr. Untereker an amount equal to his annual cash
compensation for the most recent fiscal year in the event of
termination due to a change in control of PHI during the first
five years of his employment.
Committee Interlocks and Insider Participation
The Board maintains a Finance, Audit and Compensation
Committee on which Messrs. Horner, Lambert and Perdue serve (the
"Committee"). No member of the Committee has been an officer or
employee of PHI or any of its subsidiaries.
During fiscal 1995, PHI paid Aviall, Inc. approximately $4.2
million for parts and component repair services. Mr. Lambert, a
member of the Committee and director of PHI since 1994 and a
nominee for director at the Meeting, has been the Chairman of the
Board of Directors of Aviall, Inc. since December 1993.
The Committee's Report on Executive Compensation
General. The Committee was formed in July 1992 to oversee
all compensation arrangements for directors and executive
officers, currently numbering 12, and other employees, and
administer the 1992 Non-Qualified Stock Option and Stock
Appreciation Rights 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.
Under the Omnibus Budget Reconciliation Act ("OBRA"), which
was enacted in 1993, publicly held companies may be prohibited
from deducting as an expense for federal income tax purposes
total compensation in excess of $1 million paid to certain
executive officers in a single year. However, OBRA provides an
exception for "performance based" compensation, including stock
options such as those granted to PHI executive officers and other
key employees in May 1995. The Committee expects to keep "non-
performance based" compensation within the $1 million limit so
that all executive compensation will be fully deductible.
The Company's executive compensation consists of two
principal components: salary and stock based compensation.
Salary. In fiscal 1993, an outside consultant was retained
primarily to develop a range of salaries consistent with salaries
paid for similar positions at comparable publicly-held companies.
For these purposes, a sample of companies was selected from the
oilfield services industry based on total revenues and number of
employees. Salaries paid by certain companies that are included
in the oil field service index 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 1995
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. Salary compensation decisions are generally
based on overall PHI financial performance, although other
factors indicative of the individual executive's contribution to
corporate objectives are also considered. No salary increases or
bonuses were awarded to executive officers in fiscal 1995. The
small increases shown under the heading "Summary of Executive
Compensation" primarily reflect a complete year of increased
salaries following increases awarded to all employees during
fiscal 1994.
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 1992 Plan. No options or
other incentive based compensation was awarded in fiscal 1995.
In May 1995 stock options were granted pursuant to the 1995
Incentive Compensation Plan to promote a longer term perspective
and commitment by executives and to maximize shareholder value by
linking the financial interests of management and shareholders.
These options, which are described more fully under the heading
"Proposal to Approve the Petroleum Helicopters, Inc. 1995
Incentive Compensation Plan - Stock Options Granted," will vest
based upon individual performance and the extent to which
designated company-wide, and in certain cases, business unit
operating income goals for fiscal year 1996 are met.
Compensation of the Chief Executive Officer. Mrs. Suggs'
fiscal 1995 salary increase of 3.6% results primarily from a full
year of salary following an 11% base salary increase in fiscal
1994. In May 1995, Mrs. Suggs was awarded options to acquire up
to 23,200 shares of Voting Common Stock, which will vest with
respect to a maximum of 19,200 shares only to the extent
designated fiscal 1996 PHI operating income goals are met and
with respect to a maximum of 4,000 shares based on her individual
performance during fiscal 1996. Mrs. Suggs was not awarded
options or other incentive based compensation in June 1993
pursuant to the 1992 Plan.
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 Committee.
Leonard M. Horner, Chairman Robert G. Lambert 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, 1990 at
closing prices on April 30, 1990 and reinvestment of dividends.
The Russell 2000 Index consists of a broad range of publicly-
traded companies with smaller market capitalizations and is
published daily in the Wall Street Journal. The Oil Field
Service Index consists of 41 oil field service companies and is
published by Media General Financial Services, Inc.
Cumulative Total Return as of April 30:
--------------------------------------------
Index 1990 1991 1992 1993 1994 1995
----------------------- ---- ---- ---- ---- ---- ----
PHI 100 72.6 46.1 60.3 41.4 36.5
Russell 2000 100 107.9 124.2 140.9 159.8 168.4
Oil Field Service Index 100 92.8 77.5 82.0 76.8 87.0
____________________
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 April 30,
1990 and April 30, 1991: (i) speculation regarding the
effect of the death, in September 1989, of Robert L. Suggs,
founder and principal shareholder 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.
____________________
Certain Other Transactions
In February 1995, PHI repurchased 413,308 shares of Voting
Common Stock for an aggregate of $4.5 million from ONI
International, Inc., a company controlled by Mrs. Suggs ("ONI").
Prior to the acquisition, the shares represented approximately
12.6% of the outstanding shares of Voting Common Stock. This
transaction was approved by the outside directors of PHI after
receipt of an opinion from an independent investment banker as to
the fairness of the transaction to PHI. During the 1995 fiscal
year, PHI also paid ONI $73,029 for office space and services
related to PHI's New Orleans offices. In August 1995 PHI
terminated its occupancy of this office space. In February 1995,
ONI was dissolved and is now in the process of winding up its
affairs.
Section 16(a) of the 1934 Act requires PHI's directors,
executive officers and principal shareholders to file with the
Securities and Exchange Commission reports of beneficial
ownership, and changes in beneficial ownership, of the Common
Stock. Mrs. Suggs, Mr. Gatza (Vice President-Human Resources),
and the estate of the late Robert L. Suggs each inadvertently
filed late one such report. The report of Mrs. Suggs reported
two transactions, the report of the estate reported one
transaction, and the report of Mr. Gatza reported his appointment
as Vice President.
RELATIONSHIP WITH INDEPENDENT
PUBLIC ACCOUNTANTS
PHI's consolidated financial statements for the year ended
April 30, 1995 were audited by the firm of KPMG Peat Marwick LLP,
which firm will remain as PHI's auditors until replaced by the
Board upon the recommendation of the Committee. Representatives
of KPMG Peat Marwick LLP 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.
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. Shareholders 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 to
approve the 1995 Incentive Compensation Plan.
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 with respect to the election of
directors but not with respect to the 1995 Incentive Compensation
Plan. With respect to any matter other than the election of
directors that is properly brought before the meeting, an
abstention will effectively count as a vote against the proposal,
and broker non-votes will be counted as not present with respect
to such matter.
All proxies received by PHI in the form enclosed will be
voted as specified and, in the absence of instructions to the
contrary, will be voted for the Plan and for the election of the
nominees named herein. The Board 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.
Shareholder Proposals
Eligible shareholders who desire to present a proposal
qualified for inclusion in the proxy materials relating to the
1996 annual meeting of PHI must forward such proposals to the
Secretary of PHI at the address set forth on the first page of
this Proxy Statement in time to arrive at PHI prior to April 21,
1996.
By Order of the Board of Directors
Robert D. Cummiskey, Jr.
Secretary
New Orleans, Louisiana
August 22, 1995
<PAGE>
PETROLEUM HELICOPTERS, INC.
Proxy Solicited on Behalf of the Board of Directors
for the Annual Meeting of Stockholders on September 22, 1995
The undersigned hereby appoints Carroll W. Suggs and David P.
Milling, 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 22, 1995, and any
adjournments thereof.
1. Election of Directors, Nominees:
Carroll W. Suggs, Leonard M. Horner, Robert G. Lambert,
Robert E. Perdue.
2. Proposal to approve PHI's 1995 Incentive Compensation Plan.
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
_____________________________________________________________________________
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. 1995 Incentive [ ] [ ] [ ]
Directors Compensation
(see reverse) Plan
FOR, except vote 3. In their discretion, to transaction
WITHEHLD from the following such other business as may properly
nominee(s): come before the 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 parternship
name by authorized persons.
The signer hereby revokes all authorizations
heretofore given by the signer to vote at the
meeting or any adjournments thereof.
______________________________________________
_______________________________________________
SIGNATURE(S) DATE
