SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. - )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
Commission Only (as permitted
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[ ] 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)
Board of Directors of Petroleum Helicopters, Inc.
__________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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or Item 22(a)(2) of Schedule 14A.
[ ] $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 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
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Notes:
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 in the Lakeshore Room of the Doubletree
hotelHeotel, 3838 North Causeway Blvd., Metairie, Louisiana on
Wednesday, October 16, 1996, at 2:30 p.m., New Orleans time, to:
1. Elect directors.
2. 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 30, 1996, 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
/s/ Robert D. Cummiskey, Jr.
Robert D. Cummiskey, Jr.
Secretary
New Orleans, Louisiana
September 10, 1996
PETROLEUM HELICOPTERS, INC.
2121 Airline Highway
Suite 400
Metairie, Louisiana 70001
September 10, 1996
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 Wednesday, October
16, 1996 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 30, 1996 (the "Record Date") are
entitled to notice of and to vote at the Meeting. On that date,
PHI had outstanding 2,799,761 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 its exercise 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 September 10, 1996, 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 six, 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 six 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
September 5, 1996 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, 57 . . . . . Chairman of the Board, 1989
President and Chief
Executive Officer of PHI <F1>
Anthony J. Correro, III, 54. . Partner, Correro Fishman 1996
Haygood Phelps Weiss
Walmsley & Casteix,
L.L.P. (law firm)<F2>
Leonard M. Horner, 69. . . . . Private Investments<F3> 1992
Robert G. Lambert, 66. . . . . Chairman of the Board of 1994
Directors and Chief
Executive Officer of
Aviall, Inc. (aviation
parts distributor and
provider of inventory
information); Consultant <F4>
James W. McFarland, 51 . . . . Dean, A.B. Freeman School 1996
of Business, Tulane University
<F5>
Bruce N. Whitman, 63 . . . . . Executive Vice President 1996
and Director, FlightSafety
International, Inc. (aviation
training and related services)
_____________________
[FN]
<F1> Mrs. Suggs became Chairman of the Board in March 1990, Chief
Executive Officer in July 1992 and President in October
1994. She is also a director of Varco International, Inc.,
The Louisiana Land & Exploration Company and Whitney Holding
Corporation.
<F2> From June 1994 to July 1996, Mr. Correro was a partner in
the law firm of Correro, Fishman & Casteix, L.L.P. For more
than five years prior to June 1994, he was a partner in the
law firm of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. He is also a director of Avondale
Industries, Inc.
<F3> From 1974 to 1991, Mr. Horner served in various capacities
with Bell Helicopter Textron, Inc. (helicopter
manufacturer), including Chairman, President, Executive Vice
President, Senior Vice President-Marketing and Programs, and
Vice President-Operations. Prior to 1974, he was employed
by United Technologies Corp., Sikorsky Aircraft Division
(helicopter manufacturer) for 17 years.
<F4> Mr. Lambert was named Chairman of the Board of Directors of
Aviall, Inc. in December 1993 and its Chief Executive
Officer in December 1995. From 1989 through 1992, he served
as Senior Executive Vice President - Aviation of Ryder
System, Inc.
<F5> Dean McFarland is also a director of American Indemnity
Financial Corporation, Sizeler Property Investors, Inc. and
Stewart Enterprises, Inc.
_____________________
No director, nominee or executive officer of PHI has a
family relationship with any other such person. During PHI's
fiscal year ended April 30, 1996, the Board held five meetings.
Each incumbent director of PHI attended at least 75% of the
aggregate number of meetings held during fiscal 1996 of the Board
and committees of which he or she was a member.
The Board has an Audit Committee (the "Audit Committee"),
the members of which are Messrs. Horner and Lambert. The Audit
Committee, which held two meetings during fiscal 1996, is
responsible for making recommendations to the Board concerning
the selection and retention of independent auditors, reviewing
the results of audits by the independent auditors, discussing
audit recommendations with management and reporting the results
of its reviews to the Board. The Board also has a Compensation
Committee (the "Compensation Committee"), the members of which
are also Messrs. Horner and Lambert. The Compensation Committee,
which held two meetings during fiscal 1996, is responsible for
determining the compensation paid to officers and key employees
and administering PHI's 1992 Non-Qualified Stock Option and Stock
Appreciation Rights Plan and the 1995 Incentive Compensation
Plan. The Board does not have a nominating committee.
Each director receives an annual fee of $10,000 and a fee of
$1,000 for each Board or Committee meeting he or she attends.
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The table on the following page sets forth certain
information concerning the beneficial ownership of each class of
outstanding PHI equity securities as of September 5, 1996 by (a)
each director and nominee for director of PHI, (b) each executive
officer identified under the heading "Executive Compensation and
Certain Transactions - Summary of Executive Compensation," and
(c) all directors and executive officers of PHI as a group,
determined in accordance with Rule 13d-3 of the Securities and
Exchange Commission (the "SEC"). Unless otherwise indicated, the
equity securities shown are held with sole voting and investment
power.
Percent
Class of PHI Number of of
Beneficial Owner Common Stock Shares Class<F1>
---------------- ------------ ------ ---------
Directors and Nominees
Carroll W. Suggs . . . . . Voting 1,434,020<F2> 51.0%
Non-Voting -- -
Anthony J. Correro, III. . Voting -- -
Non-Voting -- -
Leonard M. Horner. . . . . Voting 500 *
Non-Voting 100 *
Robert G. Lambert. . . . . Voting 1,000 *
Non-Voting 28 *
James W. McFarland . . . . Voting 100 *
Non-Voting 73 *
Bruce N. Whitman . . . . . Voting 1,000 *
Non-Voting -- -
Named Executive Officers<F3>
Ben Schrick . . . . . . . Voting 560 *
Non-Voting 14,125<F4> *
John H. Untereker. . . . . Voting 5,000<F4> *
Non-Voting 4,159<F4> *
Robert D. Cummiskey, Jr. . Voting -- -
Non-Voting 8,663<F4> *
All Directors and Executive
Officers as a Group
(15 persons) . . . . . . . Voting 1,441,620<F5> 51.2%
Non-Voting 73,556<F6> 3.1%
_____________________
* Less than one percent.
[FN]
<F1> Shares subject to options currently exercisable are
deemed to be outstanding for purposes of computing the
percent of class owned by such person and by all
directors and executive officers as a group.
<F2> Mrs. Suggs shares voting and investment power over
272,231 of these shares, of which 221,646 shares are
held by her as trustee and income beneficiary of trusts
for her three children and 50,585 shares are owned by
her three children. Includes 10,240 shares that she
has the right to acquire pursuant to currently
exercisable stock options. See "Executive Compensation
and Certain Transactions - Option Exercises and
Holdings."
<F3> Information regarding Mrs. Suggs appears in this table
under the caption "Directors and Nominees."
<F4> Includes the following shares that the named individual
has the right to acquire pursuant to currently
exercisable stock options: Voting Common Stock -
Mr. Untereker, 5,000; Non-Voting Common Stock - Mr.
Schrick, 14,075, Mr. Untereker, 4,120, and Mr.
Cummiskey, 8,460.
<F5> Includes an aggregate of 15,240 shares which executive
officers have the right to acquire pursuant to
currently exercisable stock options.
<F6> Includes an aggregate of 72,809 shares which executive
officers have the right to acquire pursuant to
currently exercisable stock options.
_____________________
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following person was, to PHI's knowledge, the only
beneficial owner of more than 5% of either class of the
outstanding Common Stock, determined in accordance with Rule 13d-
3 of the SEC, other than Carroll W. Suggs, 2121 Airline Highway,
Suite 400, Metairie, Louisiana 70001, whose beneficial ownership
of the Common Stock is set forth under the heading "Stock
Ownership of Directors and Executive Officers." Unless otherwise
indicated, all shares shown as beneficially owned are held with
sole voting and investment power.
Class of PHI
Common Number of Percent of
Beneficial Owner Stock Shares<F1> Class<F1>
---------------- ----- ---------- ---------
David L. Babson & Co., Inc. Voting 245,600<F2>
One Memorial Drive Non-Voting 245,600<F2> 8.57%
Cambridge, Massachusetts 280,100 5.11%
02142-1300
_____________________
[FN]
<F1> Based solely on information furnished by David L. Babson &
Co., Inc. and contained in a Schedule 13G as of December 31,
1995.
<F2> Includes 87,600 shares beneficially owned with shared power
to vote.
_____________________
EXECUTIVE COMPENSATION AND CERTAIN TRANSACTIONS
Summary of Executive Compensation
The following table summarizes, for each of the fiscal years
ended April 30, 1996, 1995 and 1994, compensation of PHI's Chief
Executive Officer and each other executive officer of PHI whose
annual compensation was in excess of $100,000 in all capacities
in which they served:
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
------------
Annual Compensation Securities
Name and ------------------- Underlying All Other
Principal Position Year Salary Bonus<F1> Options<F2> Compensation<F3>
------------------ ---- ------ --------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
Carroll W. Suggs 1996 $317,384 $13,327 23,200 $123,042<F4><F5>
Chairman of the Board, 1995 317,385 6,058 0 60,090<F4><F5>
President and Chief 1994 308,271 0 0 10,023<F4>
Executive Officer
Ben Schrick 1996 197,291 8,851 11,600 5,261
Executive Vice 1995 109,785 4,023 0 3,276
President and Chief 1994 105,762 0 9,000 3,165
Operating Officer
John H. Untereker 1996 199,046 8,580 11,600 5,591
Vice President and 1995 203,607 3,900 0 4,500
Chief Financial Officer 1994 200,978 0 0 6,021
Robert D. Cummiskey, Jr. 1996 106,204 4,409 5,800 5,838
Vice President of 1995 106,538 2,004 0 3,126
Risk Management and 1994 103,393 0 6,000 3,094
Secreatry
</TABLE>
_____________________
[FN]
<F1> Represents a cash bonus of two weeks and one day of base pay
for 1996 and one week of base pay for 1995, pursuant to
programs in which all eligible employees of the Company
participated.
<F2> For additional information, please refer to the two tables
below.
<F3> Unless otherwise indicated, reflects amounts paid by PHI on
behalf of the named executive officer pursuant to the PHI
401(k) Retirement Plan.
<F4> Includes directors fees of $13,600, $2,400 and $3,000 in
1996, 1995 and 1994, respectively.
<F5> Includes life insurance premiums for the benefit of Mrs.
Suggs of $105,000 in 1996 and $53,190 in 1995.
_____________________
1996 Stock Option Grants
The following table contains information concerning the
grant of stock options to the named executive officers during the
fiscal year ended April 30, 1996.
<TABLE>
<CAPTION>
Potential
No. of % of Total Realizable Value of
Shares Options Options at Assumed
Underlying Granted to Annual Rates of Stock
Options Employees Exercise Expiration Price Appreciation
Name Granted<F1> in Fiscal 1996<F2> Price Date For Option Term
- ------------- ----------- ------------------ ----- ---- ---------------
5% 10%
-----------------
<S> <C> <C> <C> <C> <C> <C>
Carroll W. Suggs 23,200 16.7% $9.75 May 31, 2005 $142,256 $360,505
Ben Schrick 11,600 8.3% $8.50 May 31, 2005 62,020 157,143
John H. Untereker 11,600 8.3% $8.50 May 31, 2005 62,020 157,143
Robert D. Cummiskey, Jr. 5,800 4.2% $8.50 May 31, 2005 31,010 78,571
</TABLE>
_____________________
[FN]
<F1> All options were awarded at the fair market value of the
securities underlying the options on the effective date of
grant. A portion of these options vested on July 30, 1996
based upon predetermined 1996 financial goals and individual
performance standards. Options held by Mrs. Suggs and
Messrs. Schrick, Untereker and Cummiskey vested as to
20,480, 10,150, 8,240 and 4,920 shares, respectively. One-
half of these vested options became exercisable on July 31,
1996, and the remaining one-half will become exercisable on
July 31, 1997.
<F2> Percentages listed in this column represent the percentage
of all options to acquire PHI Common Stock, both Voting and
Non-Voting, granted to all PHI employees during the year
ended April 30, 1996. Only Mrs. Suggs was awarded options
to acquire Voting Common Stock in fiscal 1996. Messrs.
Schrick, Untereker and Cummiskey were awarded 10%, 10% and
5%, respectively, of the options to acquire Non-Voting
Common Stock granted to PHI employees in fiscal 1996.
_____________________
Option Exercises and Holdings
The following table contains information with respect to the
named executive officers concerning the exercise of options
during fiscal 1996 and unexercised options held as of April 30,
1996.
<TABLE>
<CAPTION>
Shares
Acquired Value of Unexercise
on Value Number of Unexercised in-the-money Options at
Name Exercise Realized Options at April 30, 1996 April 30,1996<F1>
---- -------- -------- ------------------------- -----------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Carroll W. Suggs 0 0 0 23,200<F2><F3> 0 $105,792
Ben Schrick 0 0 6,000<F4> 14,600<F3><F4> 0 66,700
John H. Untereker 10,000<F5> $40,000 0 5,000<F2> 0 21,550
0 0 0 11,600<F3><F4> 0 66,700
Robert D. Cummiskey, Jr. 0 0 4,000<F4> 7,800<F3><F4> 0 33,350
</TABLE>
_____________________
Footnotes appear on the following page.
[FN]
<F1> Reflects the difference between the average of the bid and
asked prices of the Common Stock on April 30, 1996 and the
respective exercise prices of the options.
<F2> Options to acquire Voting Common Stock.
<F3> Options held by Mrs. Suggs and Messrs. Schrick, Untereker
and Cummiskey vested as to 20,480, 10,150, 8,240 and 4,920
shares, respectively, on July 31, 1996 based upon certain
1996 financial goals and individual performance standards.
<F4> Options to acquire Non-Voting Common Stock.
<F5> Voting Common Stock
_____________________
Supplemental Executive Retirement Plan
PHI maintains a supplemental executive retirement plan
("SERP") to supplement the retirement benefits otherwise
available to PHI's officers and certain key employees pursuant
to the PHI 401(k) Retirement Plan. The SERP provides an annual
benefit, generally equivalent to 35% of each such participant's
salary at the date of adoption in 1994 up to $200,000 of salary
plus 50% of such salary in excess of $200,000, for a period of
15 years following retirement at age 65 or older. Similar
benefits are also provided upon death or disability of the
participant. The estimated annual benefits payable upon
retirement at normal retirement age for Mrs. Suggs and Messrs.
Schrick, Untereker and Cummiskey are $123,500, $36,000,
$67,400, and $34,400, respectively.
Employment Agreement
Mr. Untereker and PHI entered into an agreement in July
1992 pursuant to which PHI agreed to pay Mr. Untereker an
amount equal to his base salary for six months and certain
relocation expenses in the event of the termination of his
employment. PHI also agreed to pay Mr. Untereker an amount
equal to his annual cash compensation for the most recent
fiscal year in the event of termination due to a change in
control of PHI during the first five years of his employment.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is composed of Leonard M.
Horner and Robert G. Lambert. Neither member of the
Compensation Committee has ever been an officer or employee of
PHI or any of its subsidiaries.
During fiscal 1996, PHI paid Aviall, Inc. ("Aviall")
approximately $2.4 million for parts and component repair
services. Mr. Lambert, a member of the Compensation Committee
and director of PHI since 1994 and a nominee for director at
the Meeting, has been the Chairman of the Board of Directors of
Aviall since December 1993 and its Chief Executive Officer
since December 1995.
The Compensation Committee's Report on Executive Compensation
General. The functions of the Compensation Committee are
to determine compensation paid to officers and key employees
and to administer the 1992 Non-Qualified Stock Option and Stock
Appreciation Rights Plan and the 1995 Incentive Compensation
Plan. The Compensation Committee is composed entirely of Board
members who are not employees of PHI. The Compensation
Committee retained an outside consultant in fiscal 1993 to
assist it in obtaining relevant information on pay practices at
comparable organizations, and in fiscal 1993 and 1996 to assist
in developing compensation programs that are consistent with
the Compensation Committee's compensation philosophy and
objectives.
The Compensation Committee's overall policy regarding
executive compensation is to ensure PHI's compensation programs
will provide competitive salary levels and short-term and long-
term incentives in order to attract and retain individuals of
high quality and ability, promote individual recognition for
favorable performance by PHI and support the short and long
range business objectives and strategies of PHI.
Under the Omnibus Budget Reconciliation Act ("OBRA"), which
was enacted in 1993, publicly held companies may be prohibited
from deducting as an expense for federal income tax purposes
total compensation in excess of $1 million paid to certain
executive officers in a single year. However, OBRA provides an
exception for "performance based" compensation, including stock
options such as those granted to PHI executive officers and
other key employees in May 1995. The Compensation Committee
expects to keep "non-performance based" compensation within the
$1 million limit so that all executive compensation will be
fully deductible.
The Company's executive compensation consists of two
principal components: salary and stock based compensation.
Salary. In fiscal 1993, an outside consultant was retained
primarily to develop a range of salaries consistent with
salaries paid for similar positions at comparable publicly-held
companies. For these purposes, a sample of companies was
selected from the oilfield services industry based on total
revenues and number of employees. Salaries paid by certain
companies that are included in the Oil and Gas Field Services
Index in the graph set forth under the heading "Performance
Graph" were among those considered. Because certain of these
companies had either revenues or total employees substantially
exceeding those of PHI, salaries of PHI executives were set at
the lower end of the ranges.
In fiscal 1996, compensation decisions were made by the
Chief Executive Officer and the Compensation Committee, except
in the case of the Chief Executive Officer, whose performance
was evaluated, and salary established, by the Compensation
Committee. Short-term performance incentives were provided
pursuant to PHI's Target Incentive Plan, which provides cash
bonuses to all eligible employees, including executive
officers, to the extent that predesignated pretax earnings
goals are achieved. A bonus of two weeks and one day of base
salary was paid to each eligible employee of PHI, including the
executive officers, following fiscal 1996, based upon the
achievement of these goals during fiscal 1996.
With limited exception base salaries were held essentially
constant in fiscal 1996. Mr. Schrick's 1996 salary increase
reflects the additional responsibilities assumed by Mr. Schrick
as Chief Operating Officer and the results of the survey of
the salary levels of Chief Operating Officers of comparable
publicly-held companies described above.
Stock Option Grants. In fiscal 1996 performance based
stock options were granted to provide an additional short-term
incentive, to promote a longer term perspective and commitment
by executives, and to maximize shareholder value by linking the
financial interests of management and shareholders. The number
of options granted to each executive officer was based upon the
officer's salary level and responsibilities. These options
vested on July 30, 1996 based 20% upon fiscal 1996 individual
performance and 80% upon the extent to which designated
company-wide, and in certain cases, business unit, operating
income goals for fiscal 1996 were met.
Compensation of the Chief Executive Officer. Mrs. Suggs'
fiscal 1996 salary did not increase. Her bonus for 1996 under
the PHI Target Incentive Plan was equal to two weeks and one
day of base salary, which was the same bonus awarded to all
eligible employees, based upon the achievement of designated
goals tied to fiscal 1996 pretax earnings. In fiscal 1996,
Mrs. Suggs was awarded options to acquire up to 23,200 shares
of Voting Common Stock, which vested in July 1996 with respect
to 16,480 shares based upon designated fiscal 1996 operating
income goals and with respect to 4,000 shares based on her
individual performance during fiscal 1996.
The Compensation Committee believes that the compensation
of the chief executive officer and other executive officers is
competitive with or below the comparable companies described
more fully above, but is consistent with the Compensation
Committee's policy of providing an appropriate balance between
short and long range individual and corporate performance.
By the Members of the Compensation Committee.
Leonard M. Horner, Robert G. Lambert
Chairman
Performance Graph
The graph on the following page compares the cumulative
total shareholder return on the Voting Common Stock for the
last five years with the cumulative total return on the Russell
2000 Index and the Oil and Gas Field Services Index, assuming
the investment of $100 on May 1, 1990, at closing prices on
April 30, 1990, and reinvestment of dividends. The Russell
2000 Index consists of a broad range of publicly-traded
companies with smaller market capitalizations and is published
daily in the Wall Street Journal. The Oil and Gas Field
Services Index consists of 41 publicly-held companies in the
oil field service industry and is published by Media General
Financial Services, Inc.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
Cumulative Total Return as of April 30:
------------------------------------------------------
Index 1991<F1> 1992 1993 1994 1995 1996
----- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
PHI 100.0 63.5 83.0 56.9 50.2 77.7
Russell 2000 100.0 115.0 130.5 148.0 156.0 204.1
Oil and Gas Field
Services Index 100.0 94.5 109.2 96.7 111.8 167.6
</TABLE>
_____________________
[FN]
<F1> Management believes that an unsolicited tender offer for
the Voting Common Stock and the acquisition by PHI of an
aggregate of 633,490 shares of Voting Common Stock at a
price of $28.05 per share, both of which occurred in
fiscal 1991 and were unrelated to PHI's operating
performance, significantly affected the price of Voting
Common Stock as of April 30, 1991.
_____________________
Certain Transactions
Aviall routinely provides aviation parts and component
repair services to PHI and in fiscal 1996 was paid
approximately $2.4 million for these parts and services by PHI.
Robert G. Lambert, a director since 1994 and a nominee for
director at the Meeting, is the chiChairman of the Board of
Directors and Chief Executive Officer of Aviall.
FlightSafety International, Inc. ("FlightSafety") provides
aviation training to PHI and in fiscal 1996 was paid
approximately $105,000 for these services by PIHI. Bruce N.
Whitman, a director since August 1996 and a nominee for
director at the Meeting, is Executive Vice President and a
Director of FlightSafety.
During fiscal 1996, PHI paid approioxximately $84,000 for
consulting services to James W. McFarland, a director since
July 1996 and a nominee for director at the Meeting.
During fiscal 1996, Anthony J. Correro, III, a director
since July 1996 and a nominee for director at the Meeting, was
a partner in the law firm of Correro, Fishman & Casteix,
L.L.P., which provided legal services to PHI.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires PHI's directors, executive officers and principal
shareholders to file with the SEC reports of beneficial
ownership, and changes in beneficial ownership, of the Common
Stock. Mr. Untereker and William P. Sorenson, Vice President -
Aeromedical of PHI, each inadvertently filed late one such
report. The report of Mr. Untereker reported one transaction,
and the report of Mr. Sorenson reported his appointment as Vice
President.
RELATIONSHIP WITH INDEPENDENT
PUBLIC ACCOUNTANTS
PHI's consolidated financial statements for the year ended
April 30, 1996 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 Audit 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.
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. 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 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
1997 annual meeting of shareholders must forward such proposal
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
May 13, 1997.
By Order of the Board of Directors
/s/ Robert D. Cummiskey, Jr.
Robert D. Cummiskey, Jr.
Secretary
New Orleans, Louisiana
September 10, 1996
[Front of Proxy Card]
PETROLEUM HELICOPTERS, INC.
Proxy Solicited on Behalf of the Board of Directors
for the Annual Meeting of Shareholders on October 16, 1996
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
shareholders to be held October 16, 1996, and any adjournments
thereof.
1. Election of Directors, Nominees:
Carroll W. Suggs, Anthony J. Correro, III, Leonard M.
Horner, Robert G. Lambert, James W. McFarland, Bruce N.
Whitman
2. To transact such other business as may properly come before
the meeting or any adjournments thereof.
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 ALL NOMINEES LISTED ABOVE AND PROPOSAL
2. YOUR SHARES CANNOT BE VOTED UNLESS YOU SIGN, DATE AND
RETURN THIS PROXY.
[Back of Proxy Card]
[ 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 all nominees listed on
the reverse side.
FOR WITHHOLD
1. Election of
Directors [ ] [ ]
(see reverse)
FOR, except vote WITHHELD from the following nominee(s):
_______________________________________________________________
2. In their discretion, to transact such other business as may properly
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
partnership 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
