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 by Rule
14a - 6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a - 11(c) or
Section 240.14a - 12
PETROLEUM HELICOPTERS, INC.
__________________________________________________________________
(Name of Registrant as Specified In Its Charter)
__________________________________________________________________
(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 Drive
Suite 400
Metairie, Louisiana 70001
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 29, 1999
To the Shareholders of Voting Stock of Petroleum Helicopters, Inc.:
The 1999 Annual Meeting of Shareholders of Petroleum Helicopters, Inc.
("PHI") will be held at 2121 Airline Drive, Metairie, Louisiana, 6th floor,
on Friday, October 29, 1999, at 10:30 a.m., local time, to:
1. Elect directors.
2. Transact such other business as may properly be brought before
the meeting or any adjournments thereof.
Holders of record of PHI's voting common stock at the close of business on
September 13, 1999 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 20, 1999
PETROLEUM HELICOPTERS, INC.
2121 Airline Drive
Suite 400
Metairie, Louisiana 70001
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
October 29, 1999
This Proxy Statement is furnished to holders of voting common stock
("Voting Stock") of Petroleum Helicopters, Inc. ("PHI") in connection with
the solicitation on behalf of its Board of Directors (the "Board") of
proxies for use at the Annual Meeting of Stockholders of PHI (the
"Meeting") to be held on October 29, 1999 at the time and place set forth
in the accompanying notice and at any adjournments thereof.
Stockholders of record of Voting Stock at the close of business on Monday,
September 13, 1999 (the "Record Date") are entitled to notice of and to
vote at the Meeting. On that date, PHI had outstanding 2,793,386 shares of
Voting Stock, each of which is entitled to one vote.
The enclosed proxy may be revoked by the stockholder 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 stockholder who votes in person at
the Meeting in a manner inconsistent with a proxy previously filed on the
stockholder's behalf will be deemed to have revoked such proxy as it
relates to the matter voted upon in person.
This Proxy Statement is first being mailed to stockholders on or about
September 20, 1999. 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, e-mail 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 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 August 23, 1999,
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
Name and Age Principal Occupation a Director
- ------------------ -------------------- -----------------
Carroll W. Suggs,60 Chairman of the Board, President 1989
and Chief Executive Officer of
PHI(1)
Arthur J. Breault,Jr.,60 Tax lawyer and consultant(2) -
Leonard M. Horner,72 Private Investments(3) 1992
James W. McFarland,54 Dean, 1996
A.B. Freeman School of Business,
Tulane University(4)
Thomas H. Murphy, 44 Member, Murco Oil & Gas, LLC 1999
(oil and gas production and
investments)(5)
Bruce N. Whitman, 66 Executive Vice President, 1996
FlightSafety International
Director, FlightSafetyBoeing
Training International, LLC
(aviation training and related
services) (6)
- ----------------------------------
(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., and Whitney Holding Corporation.
(2)For more than 16 years before 1997, when he retired, Mr. Breault was a
partner in Deloitte and Touche, LLP, concentrating in tax matters.
(3)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. Before 1974, he was
employed with United Technologies Corp., Sikorsky Aircraft Division
(helicopter manufacturer) for 17 years.
(4)Dean McFarland is also a director of American Indemnity Financial
Corporation, Sizeler Property Investors, Inc. and Stewart Enterprises,
Inc.
(5)For more than five years prior to 1998, Mr. Murphy was President of
Murco Drilling Corporation, a U.S. onshore oil and gas drilling
contractor.
(6)Mr. Whitman is also a director of Aviall, Inc. and Megadata Corp.
__________________________
During PHI's fiscal year ended April 30, 1999, the Board held six meetings.
Each incumbent director attended at least 75% of the aggregate number of
Board and Committee meetings of which he or she was a member.
The Board has an Audit Committee, the members of which are Messrs. Horner,
McFarland, Murphy and Whitman (Chairman). This committee, which held three
meetings during fiscal 1999, 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
members of which are Messrs. Horner, McFarland (Chairman), Murphy and
Whitman. This committee, which held three meetings during fiscal 1999, is
responsible for determining the compensation of 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 $ 12,000 payable, in the case of
non-officer directors, in PHI non-voting Common Stock, and a fee of $ 1,000
for each Board or Committee meeting he or she attends. The PHI Directors
Stock Compensation Plan permits each non-officer Director to elect annually
to defer the receipt of all or a portion of the fees otherwise payable to
him. The amount of deferred fees bears interest at a rate equal to PHI's
borrowing costs. The Plan also provides that options are automatically
granted on the annual stockholders meeting date to each non-officer
Director to purchase up to 2,000 shares of non-voting Common Stock at the
fair market value on the date of grant. No option will be exercisable more
than ten years from the date of grant. A period of two years continuous
service on the Board is necessary before an option will become exercisable.
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 September 13, 1999 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"
("Named Executive Officers"), 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.
Directors and Nominees Class of PHI Number of Percent of
Common Stock Shares Class (1)
- ---------------------- ------------- ----------- ----------
Carroll W. Suggs Voting 1,444,260(2) 51.3%
Non-Voting 8,000 *
Arthur J. Breault,Jr. Voting - -
Non-Voting - -
Leonard M. Horner Voting 500 *
Non-Voting 100 *
Thomas H. Murphy Voting 600 *
Non-Voting 100 *
James W. McFarland Voting 100 *
Non-Voting 2,073 *
Bruce N. Whitman Voting 6,000 *
Non-Voting - -
Named Executive Officers(3)(4)
Ben Schrick Voting 560 *
Non-Voting 12,624 *
William P. Sorenson Voting - -
Non-Voting 5,226 *
Kenneth A. Townsend Voting - -
Non-Voting 6,497 *
Robert D. Cummiskey, Jr. Voting - *
Non-Voting 5,795 *
All Directors and Voting(5) 1,452,020 51.6%
Executive Officers Non-Voting(6) 41,021 1.7%
as a Group (13 persons)
_________________________
* 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)Includes 1,423,780 shares held by the Suggs Family Partnership, LLC, of
which Mrs. Suggs is the sole manager, and 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 of non-voting Common Stock that the named
individuals have the right to acquire pursuant to currently exercisable
stock options: Mr. Schrick, 10,150; Mr. Townsend, 5,053; Mr. Sorenson,
4,345; and Mr. Cummiskey, 4,920.
(5)Includes an aggregate of 20,480 shares of Voting Stock which executive
officers have the right to acquire pursuant to currently exercisable
stock options.
(6)Includes an aggregate of 32,468 shares of non-voting Common Stock which
executive officers have the right to acquire pursuant to currently
exercisable stock options.
_______________________________
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following, to PHI's knowledge, are the only beneficial owners of more
than 5% of the outstanding Voting Stock, determined in accordance with Rule
13d-3 of the SEC, other than Carroll W. Suggs, 2121 Airline Drive, Suite
400, Metairie, Louisiana 70001, whose beneficial ownership of the Voting
Common Stock is shown 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.
Beneficial Owner Common Number of Percent of
Stock Shares (1) Class (1)
- ----------------- ------- ---------- -----------
David L. Babson & Co., Inc. Voting 243,300 8.68%
One Memorial Drive
Cambridge, MA 02142-1300
First Union Corporation Voting 187,000 6.68%
One First Union Center
Charlotte, NC 28288-0137
Clayton Management Company Voting 146,900 5.2%
200 N. Broadway, Suite 825
St. Louis, MO 63102
FMR Corp. Voting 211,200 7.54%
82 Devonshire Street
Boston, MA 02109
_______________________
(1) Based solely on information furnished in Schedule 13Gs filed with the
SEC by such persons.
________________________________
EXECUTIVE COMPENSATION AND CERTAIN TRANSACTIONS
Summary of Executive Compensation
The following table summarizes, for each of the fiscal years ended April
30, 1999, 1998 and 1997, compensation of PHI's Chief Executive Officer and
certain other executive officers 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 Restricted Securities
Name and ---------------------- Stock Underlying All Other
Principal Position Year Salary Bonus(1) Awards(2) Options(3) Compensation(4)
- ------------------- ---- ------ ----- --------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
$ $ # # $
Carroll W. Suggs 1999 331,653 - - - 120,288(5)
Chairman of the 1998 321,738 9,271 - 4,000 125,800
Board, President and 1997 317,385 7,512 - 4,000 124,856
Chief Executive Officer
Ben Schrick 1999 219,138 - - - 4,993
Chief Operating 1998 213,514 6,157 1,578 - 4,800
Officer 1997 210,631 4,989 846 - 4,681
Kenneth A. Townsend 1999 133,867 - - - 4,145
General Manager, 1998 89,047 2,714 789 - 2,577
Domestic Oil and Gas 1997 73,207 1,741 655 - 2,367
Aviation Services
William P. Sorenson 1999 126,807 - - - 3,961
Director of Corporate 1998 93,586 2,714 232 - 2,757
Marketing/New 1997 92,346 2,199 649 - 2,989
Business
Robert D. Cummiskey,Jr.1999 112,429 - - - 3,468
Director of Risk 1998 106,102 3,067 448 - 3,116
Management and 1997 104,562 2,485 224 - 3,379
Secretary
</TABLE>
__________________________
(1)Represents a cash bonus of 2.83% of base pay in 1998 and a cash bonus
of one week and one day of base pay for 1997. No bonuses were paid in
respect of Fiscal 1999.
(2)No awards of restricted shares were made in Fiscal 1999. Fiscal 1998
awards vested in July 1998 based on performance criteria for fiscal
1998; fiscal 1997 awards vested in July 1997 based on performance
criteria for fiscal 1997. Dividend income, if any, will be paid on the
restricted stock at the same rate as paid to all stockholders.
Restrictions on 1997 and 1998 stock will lapse on 7/31/2000 and
7/31/2001, respectively. As of April 30, 1999, the number and fair
market value of the shares of restricted stock held by executive
officers were: Mr. Schrick, 2,424 shares, $ 30,906; Mr. Townsend, 1,444
shares, $ 18,411, Mr. Sorenson, 881 shares, $ 11,233, and Mr. Cummiskey,
672 shares, $ 8,568.
(3)No options were granted in Fiscal 1999. For information about option
holdings at April 30, 1999, refer to the table below.
(4)Unless otherwise indicated, reflects amounts paid by PHI on behalf of
the named executive officer pursuant to the PHI 401(k) Retirement Plan.
(5)Includes directors fees of $ 20,000, $ 16,000, and $ 15,000 in 1999,
1998, and 1997, respectively, and life insurance premiums for the
benefit of Mrs. Suggs of $ 95,100 in 1999, and $ 105,000 in 1998 and
1997.
____________________
Option Holdings
No options were granted to or exercised by any of the Named Executive
Officers during fiscal 1999. The following table contains information with
respect to the Named Executive Officers concerning unexercised options held
as of April 30, 1999.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at April 30, 1999 April 30, 1999(1)
------------------------- --------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
Carroll W. Suggs 26,480 2,000 $ 76,800 -
Ben Schrick 10,150 - 43,138 -
Kenneth A. Townsend 5,053 - 21,475 -
William P. Sorenson 4,345 - 18,466 -
Robert D. Cummiskey, Jr. 4,920 - 20,910 -
(1)Reflects the difference between closing prices of the Common Stock on
April 30, 1999 and the respective exercise prices of the options.
____________________
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 33 1/3% 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
fifteen years following retirement at age sixty-five 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, Townsend, Sorenson, and Cummiskey
are $ 123,500, $ 69,000, $ 41,300, $ 30,400, and $ 34,400, respectively.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
The Compensation Committee is composed of Leonard M. Horner, James W.
McFarland (Chairman), Thomas H. Murphy and Bruce N. Whitman. No member of
the Compensation Committee has ever been an officer or employee of PHI or
any of its subsidiaries.
During fiscal 1999, PHI paid Aviall, Inc. ("Aviall") approximately
$ 335,000 for parts and component repair services, and paid FlightSafety
International ("FlightSafety") approximately $ 310,000 for pilot training
services during fiscal 1999. Mr. Bruce Whitman, a member of the Compensation
Committee, a director of PHI since 1996, and a nominee for director at the
Meeting, is a director of Aviall and Executive Vice President of FlightSafety.
During fiscal 1999, PHI paid approximately $ 70,000 for consulting services
to James W. McFarland, Chairman of the Compensation Committee, 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 has retained an outside consultant from time to time to assist it
in obtaining relevant information on pay practices at comparable
organizations and to assist it 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. The Compensation Committee expects to
keep "non-performance based" compensation within the $ 1 million limit so
that all executive compensation will be fully deductible.
PHI's executive compensation consists of three principal components:
salary, annual incentive payments and stock options.
Salary and Annual Incentive Payments. In fiscal 1999, 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. The
results of this study were reported to the Compensation Committee resulting
in a salary increase in fiscal 1999 for Messrs. Townsend and Sorenson.
Messrs. Schrick and Cummiskey's fiscal 1999 salaries increased due to a
company-wide general wage increase granted in fiscal 1998.
No annual incentive payments were made to executives during fiscal 1999.
In July 1999, the Compensation Committee adopted a new annual incentive
program which establishes "at-risk" incentive compensation for executives
linked to PHI's achievement of improved financial performance. Details of
this new annual incentive program will be reported on in the proxy
statement for the 2000 annual meeting of stockholders.
Stock Option Grants and Restricted Stock Awards. In fiscal 1999, no stock
options or other stock based awards were granted to executives. In July
1999, the Compensation Committee adopted a new approach to the grant of
stock option incentives which links executive longer term income to stock
performance of PHI and improved shareholder value. Details of this new
approach to the grant of stock incentives will be reported on in the proxy
statement for the 2000 annual meeting of stockholders.
Chief Executive Officer Compensation. Mrs. Suggs' fiscal 1999 salary
increase was due to a company-wide general wage increase granted in fiscal
1998. No annual incentive payments, stock options or restricted shares
were awarded in fiscal 1999.
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 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.
James W. McFarland (Chairman)
Leonard M. Horner
Thomas N. Murphy
Bruce N. Whitman
Performance Graph
The following Performance Graph compares PHI's cumulative total stockholder
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
Equipment and Services Index, assuming the investment of $ 100 on May 1, 1994,
at closing prices on April 30, 1994, 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 Equipment and Services Index consists of fifty-one
publicly-held companies in the oil field service industry and is published
by Media General Financial Services Inc.
<GRAPH APPEARS HERE>
Cumulative Total Returns as of April 30
Index 1994 1995 1996 1997 1998 1999
----- ----- ----- ----- ----- ----- -----
PHI 100.0 88.2 136.7 180.9 231.3 138.9
Russell 2000 100.0 105.4 137.9 135.8 191.2 171.4
Oil & Gas Equipment
& Services Index 100.0 115.1 155.9 184.2 270.3 180.5
There can be no assurance that PHI's stock performance will continue into
the future with the same or similar trends depicted in the graph above.
PHI 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 1999 was paid approximately $ 335,000 for these parts and
services by PHI. FlightSafety provides aviation training to PHI and in
fiscal 1999 was paid approximately $ 310,000 for these services by PHI.
Bruce N. Whitman, a director since August 1996 and a nominee for director at
the Meeting, is a director of Aviall and Executive Vice President of
FlightSafety.
During fiscal 1999, PHI paid approximately $ 70,000 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 16a of the Securities Exchange Act of 1934 requires PHI's directors
and principal shareholders to file with the SEC reports of beneficial
ownership, and changes in beneficial ownership of Common Stock. Mr. Murphy
inadvertently filed his initial Form 3 late.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
PHI's consolidated financial statements for the year ended April 30, 1999
were audited by the firm of KPMG LLP, which firm will remain as PHI's
auditors until replaced by the Board upon the recommendation of the Audit
Committee. Representatives of KPMG 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 Stock is necessary to constitute a quorum. Stockholders
voting, or abstaining from voting, by proxy on any issue will be counted as
present for purposes of constituting a quorum. If a quorum is present, the
election of directors will be determined by plurality vote.
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. Shares as to which a broker or nominee does not
vote are referred to as broker non-votes.
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.
Stockholder Proposals
Eligible stockholders who desire to present a proposal qualified for
inclusion in the proxy materials relating to the 2000 annual meeting of
stockholders 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 15, 2000.
By Order of the Board of Directors
/s/ Robert D. Cummiskey, Jr.
----------------------------
Robert D. Cummiskey, Jr.
Secretary
New Orleans, Louisiana
September 20, 1999
[Front of Proxy Card]
PETROLEUM HELICOPTERS, INC
Proxy Solicited on Behalf of the Board of Directors
for the Annual Meeting of Shareholders on October 29, 1999
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 29, 1999, and any
adjournments thereof.
1. Election of Directors:
Nominees: Carroll W. Suggs, Arthur J. Breault, Jr., Leonard M. Horner,
James W. McFarland, Thomas H. Murphy, 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
