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 Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
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)
- -----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a - 6(i)(1)
and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------
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):
----------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
1) Amount Previously Paid:
----------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
3) Filing Party:
----------------------------------------------------------
4) Date Filed:
----------------------------------------------------------
PETROLEUM HELICOPTERS, INC.
2121 Airline Highway
Suite 400
Metairie, Louisiana 70001
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 21, 1997
To the Holders of Voting Common Stock of Petroleum Helicopters,Inc.:
The 1997 Annual Meeting of Shareholders of Petroleum
Helicopters, Inc. ("PHI") will be held at 2121 Airline Highway,
Metairie, Louisiana, 1st floor lobby, on Tuesday, October 21,
1997, at 1:30 p.m., local time, for the following purposes:
1. To elect directors.
2. To transact such other business as may properly be
brought before the meeting or any adjournments thereof.
Only holders of record of PHI's voting common stock at the
close of business on August 25, 1997 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, 1997
PETROLEUM HELICOPTERS, INC.
2121 Airline Highway
Suite 400
Metairie, Louisiana 70001
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 21, 1997
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 Tuesday, October 21,
1997 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 Monday, August 25, 1997 (the "Record Date")
are entitled to notice of and to vote at the Meeting. On that
date, PHI had outstanding 2,800,886 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, 1997. The cost of preparing and
mailing proxy materials as well as 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,
fax, and telex. 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 five, 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 five 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
August 20, 1997 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, 58 Chairman of the Board, 1989
President and Chief Executive
Officer of PHI(1)
Leonard M. Horner, 70 Private Investments(2) 1992
Robert G. Lambert, 67 Chairman of the Board of 1994
Directors of Aviall, Inc.
(aviation parts distributor
and provider of inventory
information);Consultant(3)
James W. McFarland, 52 Dean, A.B. Freeman School 1996
of Business, Tulane University(4)
Bruce N. Whitman, 64 Executive Vice President 1996
and Director, FlightSafety
International, Inc. (aviation
training and related services)
- ------------------------
(1) 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.
(2) 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.
(3) Mr. Lambert was named Chairman of the Board of Directors of
Aviall, Inc. in December 1993 and, from December 1995 until
December 1996, served as its Chief Executive Officer.
From 1989 through 1992, Mr. Lambert served as Senior Executive
Vice President - Aviation of Ryder System, Inc.
(4) Mr. 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, 1997, the Board held five meetings.
Each incumbent director attended at least 75% of the aggregate
number of Board and committee meetings held during fiscal 1997 of
which he or she was a member.
The Board has an Audit Committee (the "Audit Committee"),
the members of which are Messrs. Horner, Whitman, and Lambert.
This committee, which held two meetings during fiscal 1997, 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 Messrs. Horner, Whitman, McFarland, and Lambert. This
committee, which held one meeting during fiscal 1997, is
responsible for determining the compensation paid to officers and
key employees and administering PHI's Incentive Compensation
Plans. 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 following table sets forth certain information
concerning the beneficial ownership of each class of outstanding
PHI equity securities as of August 20, 1997 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
securities shown are held with sole voting and investment power.
Class of PHI Number of Percent
Beneficial Owner Common Stock Shares of Class(1)
---------------- ------------ -------- ----------
Directors and Nominees
Carroll W. Suggs ..... Voting 1,444,260(2) 51.2%
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 2,073 *
Bruce N. Whitman ..... Voting 1,000 *
Non-Voting -- -
Named Executive Officers(3)
Ben Schrick ....... Voting 560 *
Non-Voting 19,200(4) *
John H. Untereker ..... Voting -- *
Non-Voting 8,279(4) *
Robert D. Cummiskey, Jr. Voting -- -
Non-Voting 11,123(4) *
All Directors and Executive
Officers as a Group
(13 persons) ........ Voting 1,447,420(5) 51.7%
Non-Voting 86,218(6) 3.6%
----------------------
Footnotes appear on following page.
* Less than one percent.
(1) Shares subject to options currently exercisable are deemed
to be outstanding for purposes of computing the percent of class
owned by such person and by all directors and executive officers
as a group.
(2) Mrs. Suggs shares voting and investment power over 290,681
of these shares, of which 240,096 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
20,480 shares that she has the right to acquire pursuant to
currently exercisable stock options.
(3) Information regarding Mrs. Suggs appears in this table under
the caption "Directors and Nominees."
(4) Includes the following shares that the named individual has
the right to acquire pursuant to currently exercisable stock
options: Non-Voting Common Stock - Mr. Schrick, 19,150, Mr.
Untereker, 8,240, and Mr. Cummiskey, 10,920.
(5) Includes an aggregate of 20,480 shares which executive
officers have the right to acquire pursuant to currently
exercisable stock options.
(6) Includes an aggregate of 85,098 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 the outstanding voting 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 voting 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.
Common Number of Percent of
Beneficial Owner Stock Shares(1) Class(1)
---------------- ------- --------- --------
David L. Babson &
Co., Inc. ....... Voting 250,800(2) 8.96%
One Memorial Drive
Cambridge, Massachusetts 02142-1300
- ----------------------
(1) Based solely on information furnished by David L. Babson &
Co., Inc. in a Schedule 13G as of December 31, 1996.
(2) Includes 89,800 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, 1997, 1996 and 1995, 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:
Long-term
Compensation
Awards
-----------
Annual Compensation Securities
Name and ------------------- Underlying All Other
Principal Position Year Salary Bonus(1) Options(2) Compensation(3)
- ------------------ ----- -------- -------- ------- -----------
($) ($) (#) ($)
Carroll W. Suggs 1997 $ 317,385 $ 7,512 23,200 $ 124,856(4)(5)
Chairman of the 1996 317,384 13,327 20,480 123,042(4)(5)
Board, President
and Chief Executive 1995 317,385 6,058 0 60,090(4)(5)
Officer
Ben Schrick 1997 210,631 4,989 0 4,681
Executive Vice 1996 197,291 8,851 10,150 5,261
President and
Chief Operating 1995 109,785 4,023 0 3,276
Officer
John H. Untereker 1997 203,332 4,836 0 4,732
Vice President, Chief 1996 203,332 8,580 8,240 5,591
Financial
Officer, and 1995 203,607 3,900 0 4,500
Treasurer
Robert D. Cummiskey, 1997 104,562 2,485 0 3,379
Jr.
Vice President of 1996 106,204 4,409 4,920 5,838
Risk Management and 1995 106,538 2,004 0 3,126
Secretary
- ---------------------
(1) Represents a cash bonus of one week and one day of base pay
for 1997, 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.
(2) For additional information, please refer to the two tables
below.
(3) Unless otherwise indicated, reflects amounts paid by PHI on
behalf of the named executive officer pursuant to the PHI
401(k) Retirement Plan.
(4) Includes directors fees of $ 15,000, $ 13,600, and $ 2,400
in 1997, 1996, and 1995, respectively.
(5) Includes life insurance premiums for the benefit of Mrs.
Suggs of $ 105,000 in 1997, $ 105,000 in 1996, and $ 53,190
in 1995.
----------------------
1997 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, 1997.
<TABLE>
<CAPTION>
Potential
% of Total Realizable Value
No. of Options at Assumed
Shares Granted to Annual Rates of Stock
Underlying Employees Exercise Price Appreciation
Name Options in Fiscal or Base Expiration For Option Term<F2>
Granted<F1> 1997 Price Date 5% 10%
- ----- --------- ---- ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Carroll W. Suggs 23,200 100% $15.50 July 31, $226,152 $573,095
2006
- ---------------
</TABLE>
<F1> Options to acquire Non-Voting Common Stock were awarded at
the fair market value of the Non-Voting Common Stock on the
effective date of grant. Options will vest during fiscal
1998 based upon predetermined 1997 financial goals and
individual performance standards.
<F2> The SEC requires disclosure of the potential realizable
value of each grant, assuming the options will be held for
the full ten-year term prior to exercise. The options may
be exercised prior to the end of such ten-year term, and the
actual value, if any, an executive officer may realize will
depend upon the excess of the stock price over the exercise
price on the date the option is exercised. There is no
assurance that the stock price will appreciate at the rates
shown in the table.
-----------------------
Option Exercises and Holdings
The following table contains information with respect to the
named executive officers concerning the exercise of options
during fiscal 1997 and unexercised options held as of April 30,
1997.
<TABLE>
<CAPTION>
Shares Number of Securities Value of Unexercised
Acquired Underlying Unexercised In-the-Money Options at
On Value Options at April 30, 1997 April 30, 1997<F1>
--------------------------- ----------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
----- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Carroll W. 0 0 10,240<F2> 33,440<F2><F3> 84,480 $ 119,280
Suggs
Ben Schrick 0 0 14,075<F3> 5,075<F3> 56,637 43,137
John H. 5,000<F4> $ 46,250 4,120<F3> 4,120<F3> 35,020 35,020
Untereker
Robert D. 0 0 8,460<F3> 2,460<F3> 29,910 20,910
Cummiskey,
Jr.
-----------------
<F1> Reflects the difference between closing prices of the Common
Stock on April 30, 1997 and the respective exercise prices
of the options.
<F2> Options to acquire Voting Common Stock.
<F3> Options to acquire Non-Voting Common Stock.
<F4> Voting Common Stock
------------------
</TABLE>
1997 Long Term Incentive Plan Awards
The following table contains information concerning the
award of restricted stock to the named executive officers during
the fiscal year ended 1997.
1997 Long Term Incentive Plan Awards
No. of
Shares Estimated Future Payouts
of ------------------------
Restricted Performance
Name Stock(1) Period Threshold Target Maximum
---- ----- ------ --------- ------ -------
Ben Schrick 2,320 4 years 0 shares 2,000 shares 2,320 shares
John H. Untereker 2,240 4 years 0 shares 2,000 shares 2,240 shares
Robert D. 1,120 4 years 0 shares 1,000 shares 1,120 shares
Cummiskey, Jr.
- --------------------
(1) These shares will be issued during fiscal 1998 based upon
predetermined 1997 corporate, individual, and in the case of Mr.
Schrick, business unit goals. The holders of these shares are
entitled to dividends until the restrictions lapse on July 31,
2000. Because the corporate performance goals were not met,
fewer than the target number of shares will be issued.
------------------
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, $ 69,600,
$ 67,400, and $ 34,400, respectively.
Compensation Committee Interlocks and Insider Participation in
Compensation Decisions
The Compensation Committee is composed of Leonard M. Horner,
Bruce N. Whitman, James W. McFarland, and Robert G. Lambert. No
member of the Compensation Committee has ever been an officer or
employee of PHI or any of its subsidiaries.
During fiscal 1997, PHI paid Aviall, Inc. ("Aviall")
approximately $ 300,000 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 prior to that time served as its Chief
Executive Officer since December 1995.
PHI paid FlightSafety International ("FlightSafety")
approximately $ 1.0 million for pilot training services during
fiscal 1997. Mr. Whitman, a member of the Compensation Committee
and director of PHI since 1996 and a nominee for director at the
Meeting, is a director and an Executive Vice President of
FlightSafety.
During fiscal 1997, PHI paid approximately $ 100,000 for
consulting services to James W. McFarland, a director since July
1996 and a nominee for director at the Meeting.
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
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 and restricted stock awards such as those granted to PHI
executive officers and other key employees in May 1995 and July
1996. 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 1997, 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
one week and one day of base salary was paid to each eligible
employee of PHI, including the executive officers, following
fiscal 1997, based upon the achievement of these goals during
fiscal 1997.
Stock Option Grants and Restricted Stock Awards. In fiscal
1997 performance based stock options and restricted shares were
granted to provide an additional 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 and shares of
restricted stock granted to each executive officer was based upon
the officer's salary level and responsibilities. These options
will vest and restricted stock will be issued during fiscal 1998
based on fiscal 1997 company wide, individual, and in certain
cases business unit goals.
Stock options have value to the executives only if there is
an increase in PHI's stock price. Stock options granted in
fiscal 1997 were made at 100% of the market value of the stock on
the date of the grant, and the options become exercisable 50%
per year beginning one year after the award. The options granted
in fiscal 1997 expire 10 years after the date of the grant.
Restricted stock will be issued only if the fiscal year 1997
performance goals are met or exceeded and, except in the case of
death, disability or retirement, will vest and the restrictions
thereon will lapse only if the executive remains employed by PHI
until 4 years after the date of award (July 31, 2000). Any
shares of restricted stock that do not vest will be forfeited.
Chief Executive Officer Compensation. Mrs. Suggs' fiscal
1997 salary did not increase. Her bonus for 1997 under the PHI
Target Incentive Plan was equal to one week and one day of base
salary, which was the equivalent bonus awarded to all eligible
employees, based upon the achievement of designated goals tied to
fiscal 1997 pretax earnings. In fiscal 1997, Mrs. Suggs was
awarded options to acquire up to 23,200 shares of Non-Voting
Common Stock, which will vest during fiscal 1998 based on
company wide and individual performance during fiscal 1997.
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
Bruce N. Whitman James W. McFarland
Performance Graph
The following Performance Graph compares PHI's cumulative
total shareholder return on its 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, 1992, at closing prices on April
30, 1992, 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
71 publicly-held companies in the oil field service industry and
is published by Media General Financial Services Inc.
[PERFORMANCE GRAPH]
Cumulative Total Returns as of April 30
Index 1992 1993 1994 1995 1996 1997
- ----- ---- ---- ---- ---- ---- ----
PHI 100.0 130.9 89.8 79.1 122.6 162.3
Russell 2000 100.0 113.5 128.7 135.7 177.5 174.8
Oil and Gas Field 100.0 115.5 102.4 118.3 177.4 213.5
Services
There can be no assurance that the Company's stock
performance will continue into the future with the same or
similar trends depicted in the graph above. The Company will not
make or endorse any predictions as to future stock performance.
----------------
Certain Transactions
Aviall routinely provides aviation parts and component
repair services to PHI and in fiscal 1997 was paid approximately
$ 300,000 for these parts and services by PHI. Robert G. Lambert,
a director 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 prior to that time served as its Chief
Executive Officer since December 1995.
FlightSafety International, Inc. ("FlightSafety") provides
aviation training to PHI and in fiscal 1997 was paid
approximately $ 1.0 million for these services by PHI. 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 1997, PHI paid approximately $ 100,000 for
consulting services to James W. McFarland, a director since July
1996 and a nominee for director at the Meeting.
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. McFarland
inadvertently filed late one such report reporting one
transaction.
RELATIONSHIP WITH INDEPENDENT
PUBLIC ACCOUNTANTS
PHI's consolidated financial statements for the year ended
April 30, 1997 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
1998 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, 1998.
By Order of the Board of Directors
Robert D. Cummiskey, Jr.
Secretary
New Orleans, Louisiana
September 10, 1997
[Front of Proxy Card]
PETROLEUM HELICOPTERS, INC.
Proxy Solicited on Behalf of the Board of Directors
for the Annual Meeting of Shareholders on October 21, 1997
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 21, 1997, and any adjournments thereof.
1. Election of Directors, Nominees:
Carroll W. Suggs, 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.
[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 nominee'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.
---------------------------
---------------------------
SIGNATURE(S) DATE
