UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period From ______ to ______
Commission File No. 0-9827
PETROLEUM HELICOPTERS, INC.
(Exact name of registrant as specified in its charter)
Louisiana 72-0395707
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2121 Airline Highway Suite 400
P.O. Box 578, Metairie, Louisiana 70001-5979
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (504) 828-3323
Securities registered pursuant to section 12(b) of the Act:
NONE
Securities registered pursuant to section 12(g) of the Act:
Voting Common Stock
Non-Voting Common Stock
(Title of Each Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
State the aggregate market value of the voting stock held by non-affiliates
of the registrant.
Date Amount
February 5, 1997 $26,445,237
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.
Voting Common Stock......................... 2,797,786 shares outstanding
as of February 5, 1997.
Non-Voting Common Stock..................... 2,284,345 shares outstanding
as of February 5, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
The undersigned registrant hereby amends Items 10 through 13 of its annual
report on Form 10-K for the fiscal year ended on April 30, 1996 as follows:
PART III
Item 10. Directors and Executive Officers of the Registrant
Information concerning Executive Officers is included as Item 4.(a)
"Executive officers of the registrant."
The following table sets forth certain information as of February 28, 1997
with respect to each director. 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, 69...... Private Investments(2) 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(3)
James W. McFarland, 51..... Dean, A.B. Freeman School of 1996
Business, Tulane University(4)
Bruce N. Whitman. 63....... Executive Vice President and 1996
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 its Chief Executive Officer in December 1995.
From 1989 through 1992, he served as Senior Executive Vice President -
Aviation of Ryder System, Inc.
(4) 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.
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.
Item 11. Executive Compensation
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(1) Options(2) Compenstion(3)
- ------------------ ---- ------ -------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Carroll W. Suggs 1996 $317,384 $13,327 23,200 $123,042(4)(5)
Chairman of the Board, 1995 317,384 6,058 0 60,090(4)(5)
President and Chief 1994 308,271 0 0 10,023(4)
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 1994 200,978 0 6,000 6,021
Officer
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
Secretary
</TABLE>
_____________________
(1) 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.
(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 $13,600, $2,400 and $3,000 in 1996, 1995 and
1994, respectively.
(5) 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
Realizable Value
No. of % of Total of Options at
Shares Options Assumed Annual
Underlying Granted to Rate of Stock
Options Employees in Exercise Expiration Price Appreciation
Name Granted(1) Fiscal 1996(2) 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>
_____________________
(1) 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.
(2) 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> Value of Unexercised
Shares Number of Unexercised in-the-Money Options at
Acquired Value Options at April 30, 1996 April 30, 1996(1)
Name on Exercise Realized -------------------------- ------------------
---- ----------- -------- Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Carroll W. Suggs 0 0 0 23,200(2)(3) 0 $105,792
Ben Schrick 0 0 6,000(4) 14,600(3)(4) 0 66,700
John H. Untereker 10,000(5) $40,000 0 5,000(2) 0 21,550
0 0 0 11,600(3)(4) 0 66,700
Robert D. Cummiskey, Jr. 0 0 4,000(4) 7,800(3)(4) 0 33,350
</TABLE>
_____________________
(1) 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.
(2) Options to acquire Voting Common Stock.
(3) 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.
(4) Options to acquire Non-Voting Common Stock.
(5) 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, 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 following graph 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.
[insert graph here]
Cumulative Total Return as of April 30:
-----------------------------------------------------
Index 1991(1) 1992 1993 1994 1995 1996
- ----- ---- ---- ---- ---- ---- ----
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
_____________________
(1) 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.
_____________________
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information concerning the
beneficial ownership of each class of outstanding PHI equity securities as of
February 5, 1997 by (a) each director of PHI, (b) each executive officer
identified under Item 11. "Executive Compensation" and the heading "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.
Class of PHI Number of Percent
Beneficial Owner Common Stock Shares of Class(1)
---------------- ------------ --------- -----------
Directors and Nominees
- ----------------------
Carroll W. Suggs Voting 1,434,020(2) 51.3%
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(3)
- ---------------------------
Ben Schrick Voting 560 *
Non-Voting 14,125(4) *
John H. Untereker Voting 5,000(4) *
Non-Voting 4,159(4) *
Robert D. Cummiskey, Jr. Voting -- -
Non-Voting 8,663(4) *
All Directors and Executive
Officers as a Group
- ---------------------------
(14 persons) Voting 1,441,620(5) 51.5%
Non-Voting 73,556(6) 3.3%
_____________________
* 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 10,240 shares
that she has the right to acquire pursuant to currently
exercisable stock options. See Item 11. "Executive Compensation"
and the heading "Option Exercises and Holdings."
(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:
Voting Common Stock - Mr. Untereker, 5,000; Non-Voting Common
Stock - Mr. Schrick, 14,075, Mr. Untereker, 4,120, and Mr.
Cummiskey, 8,460.
(5) Includes an aggregate of 15,240 shares which executive officers
have the right to acquire pursuant to currently exercisable stock
options.
(6) Includes an aggregate of 72,809 shares which executive officers
have the right to acquire pursuant to currently exercisable stock
options.
_____________________
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 foregoing table. Unless
otherwise indicated, all shares shown as beneficially owned are held with sole
voting and investment power.
Class of PHI Number of Percent of
Beneficial Owner Common Stock Shares Class(4)
---------------- ------------ ------ --------
David L. Babson & Co., Inc. Voting 250,800(1) 8.96%
One Memorial Drive Non-Voting 280,100(2) 12.26%
Cambridge, Massachusetts
02142-1300
FMR Corp. Voting 204,300(3) 7.30%
82 Devonshire Street
Boston, Massachusetts 02109
_____________________
(1) Includes 89,800 shares beneficially owned with shared power to vote.
Based solely on information furnished by David L. Babson & Co., Inc. and
contained in a Schedule 13G as of February 7, 1997.
(2) Includes 72,500 shares beneficially owned with shared power to vote.
Based solely on information furnished by David L. Babson & Co., Inc. and
contained in a Schedule 13G as of February 15, 1996.
(3) Based solely on information furnished by FMR Corp. and contained in a
Schedule 13G as of February 13, 1997.
(4) Based on the number of shares outstanding as of February 5, 1997.
_____________________
Item 13. Certain Relationships and Related 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, is the
Chairman 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 PHI. Bruce N. Whitman, a director since August 1996, is Executive
Vice President and a Director of FlightSafety.
During fiscal 1996, PHI paid approximately $84,000 for consulting
services to James W. McFarland, a director since July 1996.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
PETROLEUM HELICOPTERS, INC.
DATE: March 7, 1997 By: /s/John H. Untereker
---------------------------
John H. Untereker
Vice President, Chief
Financial Officer and Director
