<PAGE>
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 the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
OFFSHORE LOGISTICS, 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
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):
----------------------------------------------------------------------------
(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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF OFFSHORE LOGISTICS, INC. APPEARS HERE]
OFFSHORE LOGISTICS, INC.
POST OFFICE BOX 5-C
LAFAYETTE, LOUISIANA 70505
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of Offshore Logistics, Inc. (the
"Company") will be held at The City Energy Club (formerly The Petroleum Club of
New Orleans), Energy Centre, 1100 Poydras Street, New Orleans, Louisiana, on
Wednesday, December 6, 1995, at 4:30 p.m. for the following purposes:
1. To elect directors to serve until the next Annual Meeting of the
Stockholders and until their successors are chosen and have qualified;
and
2. To transact such other business as may properly come before the meeting
and any postponements or adjournments thereof.
The Board of Directors has fixed the close of business on October 11, 1995,
as the record date for determination of stockholders entitled to notice of and
to vote at the meeting.
STOCKHOLDERS WHO DO NOT ELECT TO ATTEND IN PERSON ARE REQUESTED TO FILL IN,
DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD USING THE ENCLOSED SELF-ADDRESSED
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
George M. Small
Secretary
Lafayette, Louisiana
October 30, 1995
<PAGE>
OFFSHORE LOGISTICS, INC.
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 6, 1995
SOLICITATION OF PROXIES
The accompanying Proxy is solicited by the Board of Directors of Offshore
Logistics, Inc., 224 Rue de Jean, Suite 100, Lafayette, Louisiana 70508 (the
"Company") for use at the Annual Meeting of Stockholders to be held December 6,
1995, and any adjournments thereof.
All Proxies in the enclosed form that are properly executed and returned to
the Company prior to the Annual Meeting will be voted at the Annual Meeting,
and any adjournments thereof, as specified by the stockholders in the Proxy or,
if not specified, as set forth herein.
The stockholder has the power to revoke such Proxy at any time before it is
exercised, either by giving written notice to the Secretary of the Corporation,
by executing and delivering a later-dated proxy or by voting in person at the
Annual Meeting.
This Proxy Statement and the enclosed Proxy are being mailed on approximately
November 1, 1995.
VOTING SECURITIES OUTSTANDING
At the close of business on October 11, 1995, the Company had outstanding
19,470,705 shares of Common Stock. Each such outstanding share is entitled to
one vote. Only holders of record of Common Stock at the close of business on
October 11, 1995, the record date for the Annual Meeting, are entitled to vote
at the meeting and any adjournments thereof.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
HOLDINGS OF PRINCIPAL STOCKHOLDERS
The following table shows as of October 11, 1995, certain information with
respect to beneficial ownership of the Company's Common Stock by any person
known by the Company to be the beneficial owner of more than five percent of
any class of voting securities of the Company.
<TABLE>
<CAPTION>
AMOUNT TITLE
NAME AND ADDRESS OF BENEFICIALLY OF PERCENT
BENEFICIAL OWNER OWNED CLASS OF CLASS(1)
------------------- ------------ ------- -----------
<S> <C> <C> <C>
FMR Corp. and
Subsidiaries and 2,098,450(2) Common 10.8%
Edward C. Johnson 3d
82 Devonshire Street
Boston, MA 02109
Jurika & Voyles, Inc. 1,313,597(3) Common 6.7%
1999 Harrison Street,
Suite 700
Oakland, California 94612
Quest Advisory Corp., 1,076,930(4) Common 5.5%
Quest Management Company
and
Charles M. Royce
1414 Avenue of the
Americas
New York, New York 10019
Strong Capital
Management, Inc. and 1,777,200(5) Common 9.1%
Richard S. Strong
100 Heritage Reserve
Menomonee Falls, WS 53051
</TABLE>
<PAGE>
- --------
(1) Percentage of the Common Stock of the Company outstanding as of October 11,
1995.
(2) According to an amended Schedule 13G dated June 8, 1995, filed with the
Securities and Exchange Commission by FMR Corp. ("FMR") and its Chairman,
Edward C. Johnson 3d, FMR, through its subsidiaries, and Mr. Johnson each
have sole voting power with respect to 806,100 of the above shares and sole
dispositive power with respect to all 2,098,450 of such shares. Fidelity
Management & Research Company, a wholly-owned subsidiary of FMR and a
registered investment adviser, is also the beneficial owner of 1,308,950 of
such shares as a result of serving as investment adviser, and of 789,500 of
such shares as a result of serving as investment manager of certain
institutional accounts. Fidelity International Limited ("FIL"), which
according to the amended Schedule 13G is a separate and independent
corporate entity from FMR and of which Mr. Johnson is Chairman, through the
investment adviser services of its subsidiary, is the beneficial owner of
33,700 of such shares. FMR and FIL are of the view that they are not a
group for purposes of Section 13(d) of the Securities Exchange Act of 1934,
and are not obligated to aggregate the shares beneficially owned by the
other; however, FMR elected to file the amended Schedule 13G as if all of
the shares are beneficially owned by FMR and FIL jointly.
(3) According to a Schedule 13G dated February 28, 1995, filed with the
Securities and Exchange Commission by Jurika & Voyles, Inc. ("Jurika &
Voyles"), Jurika & Voyles has shared voting power with respect to 1,234,397
of such shares and shared dispositive power with respect to all shares held
by it while acting as an investment adviser.
(4) According to a Schedule 13G dated February 8, 1995, filed with the
Securities and Exchange Commission by Quest Advisory Corp. ("Quest"), Quest
Management Company ("QMC"), and Charles M. Royce, who may be deemed to be a
controlling person of Quest and QMC, Quest, a registered investment
adviser, has sole voting power and sole dispositive power with respect to,
and is the beneficial owner of, 1,015,930 of such shares, and QMC, a
registered investment adviser, has sole voting power and sole dispositive
power with respect to, and is the beneficial owner of, 61,000 of such
shares. Mr. Royce disclaims beneficial ownership of any of such shares.
(5) According to an amended Schedule 13G dated February 15, 1995, filed with
the Securities and Exchange Commission by Strong Capital Management, Inc.,
formerly Strong/Corneliuson Capital Management, Inc. ("Strong"), and its
Chairman, Richard S. Strong, Strong has sole voting power with respect to
1,660,300 of such shares and sole dispositive power with respect to all
1,777,200 shares. Mr. Strong reported identical voting and dispositive
power with respect to such shares.
2
<PAGE>
HOLDINGS OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
The following table shows as of October 11, 1995, certain information with
respect to beneficial ownership of the Company's Common Stock by (i) each
director or nominee, (ii) each of the executive officers named in the Summary
Compensation Table on page 6 of this Proxy Statement, and (iii) all of the
Company's directors and executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT TITLE
BENEFICIALLY OF PERCENT
NAME OF BENEFICIAL OWNER OWNED(1) CLASS OF CLASS(2)
------------------------ ------------ ------ -----------
<S> <C> <C> <C>
Hans J. Albert........................... 52,009 Common *
James B. Clement......................... 320,658 Common 1.65%
Louis F. Crane........................... 13,000 Common *
David S. Foster.......................... 9,200 Common *
David M. Johnson......................... 13,000 Common *
Kenneth M. Jones......................... 26,000 Common *
Homer L. Luther, Jr...................... 2,000 Common *
Drury A. Milke........................... 33,090 Common *
Ralph B. Murphy.......................... 76,975 Common *
Harry C. Sager........................... 4,000 Common *
George M. Small.......................... 136,610 Common *
Howard Wolf.............................. 40,990 Common *
All Directors and Executive Officers as a
Group (14 persons)(3)................... 796,116 Common 4.09%
</TABLE>
- --------
* Less than 1%.
(1) Based on information as of October 11, 1995, supplied by directors and
executive officers. Unless otherwise indicated, all shares are held by the
named individuals with sole voting and investment power. Stock ownership
described in the table includes for each of the following directors or
executive officers options to purchase within 60 days after October 11,
1995, the number of shares of Common Stock indicated after such director's
or executive officer's name: Hans J. Albert--48,000 shares; James B.
Clement--310,000 shares; Louis F. Crane--4,000 shares; David S. Foster--
6,000 shares; David M. Johnson--12,000 shares; Kenneth M. Jones--17,000
shares; Homer L. Luther, Jr.--2,000 shares; Drury A. Milke--32,500 shares;
Ralph B. Murphy--75,000 shares; Harry C. Sager--2,000 shares; George M.
Small--130,500 shares; and Howard Wolf--10,500 shares, and the following
number of shares of Common Stock which were vested at the fiscal year ended
June 30, 1995, under the Company's Employee Savings and Retirement Plan
(the "401(k) Plan"), based on the 401(k) Plan statement dated June 30,
1995; Hans J. Albert--3,005 shares; James B. Clement--5,660 shares; Drury
A. Milke--590 shares; Ralph B. Murphy--1,975 shares; and George M. Small--
3,987 shares. Shares held in the 401(k) Plan are voted by the trustee.
(2) Percentage of the Common Stock of the Company outstanding as of October 11,
1995.
(3) Including 716,000 shares which may be acquired within 60 days of October
11, 1995, upon exercise of options.
PROPOSALS BY STOCKHOLDERS
Any proposal by a stockholder intended to be presented at the 1996 Annual
Meeting must be received at the Company's office not less than 120 days prior
to November 1, 1996. Therefore, any such proposal related to the 1996 Annual
Meeting should be received by July 5, 1996, for inclusion in the Company's
Proxy Statement and form of Proxy related to that meeting.
3
<PAGE>
1. ELECTION OF DIRECTORS
Nine directors are to be elected, each to hold office until his successor is
elected and qualified or until his earlier death, resignation or removal.
Unless authority to do so is withheld by the stockholder, each Proxy executed
and returned by a stockholder will be voted for the election of the nominees
hereinafter named. Directors of the Company having beneficial ownership derived
from presently existing voting power, as of October 11, 1995, of approximately
0.3% of the Company's Common Stock have indicated that they intend to vote for
the election of all nominees. If any nominee withdraws or for any reason is
unable to serve as a director, the persons named in the accompanying Proxy
either will vote for such other person as the management of the Company may
nominate or, if the management does not so nominate such other person, will not
vote for anyone to replace the nominee. The management of the Company knows of
no reason that would cause any nominee to be unable to serve as a director or
to refuse to accept nomination or election.
VOTE REQUIRED FOR ELECTION, QUORUM AND TABULATION OF VOTES
Under the Company's By-laws, a majority of the shares of Common Stock issued
and outstanding and entitled to vote at any meeting of stockholders, present in
person or by proxy, constitutes a quorum for the transaction of business at the
meeting. Brokers holding shares for beneficial owners must vote those shares
according to the specific instructions they receive from the owners. If
specific instructions are not received, brokers may vote the shares in their
discretion only as to routine matters. Brokers have discretionary authority to
vote in the election of directors. Absent specific instructions from the
beneficial owner as to non-routine matters, the New York Stock Exchange
precludes its member brokers from voting. The missing votes of non-routine
matters are known as "broker non-votes." For purposes of determining the
presence or absence of a quorum at the Annual Meeting, abstentions and broker
votes on routine matters are counted; thus, broker non-votes are irrelevant for
quorum purposes.
THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST AT THE ANNUAL MEETING
IS REQUIRED FOR THE ELECTION OF EACH NOMINEE. ABSTENTIONS AND BROKER NON-VOTES
ARE NOT COUNTED AS VOTES CAST EITHER FOR OR AGAINST ANY NOMINEE.
4
<PAGE>
The Board of Directors unanimously recommends that the stockholders vote FOR
election of the nominees named below.
INFORMATION CONCERNING NOMINEES
Subject to the foregoing, Proxies will be voted for the election of the
following nine nominees as directors of the Company, each of whom has engaged
in the principal occupation indicated below for at least the past five years.
<TABLE>
<CAPTION>
YEAR FIRST
PRINCIPAL OCCUPATION AND ELECTED
NOMINEE BUSINESS EXPERIENCE DIRECTOR RESIDENCE AGE
------- ------------------------ ---------- -------------- ---
<C> <S> <C> <C> <C>
JAMES B. CLEMENT(1)........ Chairman, President and 1986 Lafayette, 50
Chief Executive Officer Louisiana
of the Company
LOUIS F. CRANE(1).......... President of Orleans 1987 New Orleans, 54
Capital Management Louisiana
(November 1991 to
Present). Vice
President of Hibernia
National Bank (March
1990 to October 1991).
Director of Columbia
Universal Corp. (1984
to Present). Chairman
and Chief Executive
Officer of Columbia
Universal Corp. (April
1994 to Present).
DAVID S. FOSTER............ Attorney at Law; 1969 Cashiers, 68
Mediation and North Carolina
Arbitration Services.
Judge Pro Temp., City
Court, Lafayette,
Louisiana (January 1992
to March 1993). Judge
Pro Temp., 15th
Judicial District
Court, State of
Louisiana (April 1987
to December 1987).
DAVID M. JOHNSON........... Private Investor, 1983 Houston, 57
Executive Vice Texas
President of
Weatherford
International, Inc.
(December 1991 to
January 1994). Chairman
of the Board of
Petroleum Equipment
Tools Co. (March 1967
to November 1991).
KENNETH M. JONES........... Oil and Gas Investments. 1969 Brooksville, 62
Maine
HOMER L. LUTHER, JR.(1).... Private Investor. 1991 Houston, 56
Faculty Member, Texas
University of Texas
(1988 to 1990).
Chairman of the Board
of Eagle Management and
Trust Company (1969 to
1988).
HARRY C. SAGER............. Retired. Executive Vice 1993 Houston, 65
President of Conoco, Texas
Inc., Oil & Gas (1989-
1992).
GEORGE M. SMALL............ Vice President, Chief 1986 Lafayette, 50
Financial Officer, Louisiana
Secretary and Treasurer
of the Company.
HOWARD WOLF................ Attorney at Law. 1986 Houston, 60
Chairman of the Board Texas
of Directors of the
Company (September 1986
to June 30, 1995).
Partner, Fulbright &
Jaworski.
</TABLE>
- --------
(1) Mr. Clement is a director of Digicon, Inc. and Pride Petroleum Services,
Inc. Mr. Crane is a director of Columbia Universal Corporation and Coho
Energy, Inc. Mr. Luther is a director of CML Group, Inc.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash and noncash compensation
paid by the Company and its subsidiaries for services rendered during the last
three fiscal years to the Chief Executive Officer of the Company and each of
the other four highest paid persons who were executive officers of the Company
and whose total annual salary and bonus from the Company and its subsidiaries
for the last completed fiscal year exceeded $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION AWARDS(3)
------------------------ ----------------------------------
SECURITIES
FISCAL OTHER ANNUAL RESTRICTED UNDERLYING ALL OTHER
NAME & PRINCIPAL YEAR BONUS COMPENSATION STOCK OPTIONS/ COMPENSATION
POSITION ENDED SALARY($) ($)(1) ($)(2) AWARD(S) SARS(#) ($)(4)
---------------- ------ --------- ------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
James B. Clement........ 1995 $215,000 $51,278 $0 $40,635 0 $11,475
Chairman, President and 1994 $215,000 $56,438 $0 $66,848 0 $11,475
Chief Executive Officer 1993 $175,000 $40,000 $0 $ 0 0 $10,275
George M. Small......... 1995 $137,000 $36,305 $0 $ 0 20,000 $ 9,207
Vice President, Chief
Financial 1994 $137,000 $23,975 $0 $28,395 25,000 $ 9,207
Officer, Secretary and
Treasurer 1993 $125,000 $25,000 $0 $ 0 0 $ 8,847
Ralph B. Murphy......... 1995 $120,000 $31,800 $0 $ 0 10,000 $ 3,600
Vice President, 1994 $120,000 $42,000 $0 $ 0 15,000 $ 3,600
Corporate Sales 1993 $113,000 $20,000 $0 $ 0 0 $ 3,390
Hans J. Albert.......... 1995 $108,000 $28,620 $0 $ 0 15,000 $ 3,240
Vice President,
International 1994 $108,000 $26,460 $0 $13,429 17,500 $ 3,240
Aviation Services 1993 $ 97,000 $20,000 $0 $ 0 0 $ 2,910
Drury A. Milke.......... 1995 $ 82,750 $17,543 $0 $ 0 10,000 $ 2,482
Vice President 1994 $ 76,000 $21,280 $0 $ 0 7,500 $ 2,280
Business Development 1993 $ 61,000 $10,000 $0 $ 0 0 $ 1,830
</TABLE>
- --------
(1) Cash bonuses are listed in the fiscal year earned, but were paid partially
or entirely in the following fiscal year. For fiscal 1995 and 1994, the
"Bonus($)" column includes any bonus earned and paid in cash for fiscal
1995 and 1994 performance. Under the terms of the 1994 Long-Term Management
Incentive Plan, certain participants may elect to receive all or a portion
of their awarded bonus in the form of restricted stock. These amounts
(including the 20% additional awards in restricted stock provided as a
deferral incentive) are reflected in the "Restricted Stock Award(s)" column
for fiscal 1995 and 1994, although the restricted stock awards were not
made until the following year.
(2) The stated amounts exclude perquisites and other personal benefits because
the aggregate amounts paid to or for any executive officer as determined in
accordance with the rules of the Securities and Exchange Commission
relating to executive compensation did not exceed the lesser of $50,000 or
10% of salary and bonus for fiscal 1995, 1994 and 1993.
(3) The "Restricted Stock Award(s)" column reflects the value, as of the date
of grant, of the restricted stock received by the named individuals. Mr.
Clement, Mr. Small and Mr. Albert received, respectively, 4,998; 2,123 and
1,004 shares of restricted stock in lieu of $56,438; $23,975 and $11,340 in
cash for fiscal 1994. Mr. Clement received 3,010 shares of restricted stock
in lieu of $34,185 in cash for fiscal 1995. Dividend income, if any, will
be paid on the restricted stock at the same rate as paid to all
stockholders. With respect to fiscal 1994 and fiscal 1995, restrictions
will lapse 3 years and 30 months, respectively, from the date the
restricted stock was awarded. With respect to the 1995 and 1994 fiscal
years, the number of shares of restricted stock received in lieu of cash
was determined by multiplying the amount of the foregone cash bonus by 1.2
(as a deferral incentive) and dividing that product by the average market
price of the Company's Common Stock for the month of December 1993 ($13.55)
or June 1994 ($13.63). At the end of the 1995 fiscal year, Mr. Clement, Mr.
Small and Mr. Albert, respectively, had an aggregate of 4,998, 2,123 and
1,004 shares of restricted stock, having an aggregate value on that date
6
<PAGE>
of $69,972, $29,722 and $14,056. The Company awarded no restricted stock
during the 1993 fiscal year. During the 1995, 1994 and 1993 fiscal years,
the Company maintained no long term incentive plan, as defined in applicable
Securities and Exchange Commission rules. The Company issued no options to
executive officers during fiscal year 1993. All options granted to the named
executive officers in fiscal 1995 and 1994 were awarded pursuant to the
Offshore Logistics, Inc. 1989 Incentive Plan (the "1989 Plan"), have a ten-
year term, have an exercise price equal to the fair market value (as defined
in the 1989 Plan) of the Company's Common Stock on the grant date, and
include tandem grants of SARs, which permit the options to be surrendered in
exchange for shares of stock, or a combination of cash and stock
representing the difference between the option exercise price and the fair
market value of the shares on the date of exercise. All of the options
granted to the named executives became exercisable one year after the grant
date.
(4) The stated amounts consist of the Company's matching contributions made
pursuant to the Company's Employee Savings and Retirement Plan (the "401(k)
Plan"), all of which are 100% vested, and the cost to the Company for
premiums on Company-owned life insurance policies that the Company
maintains for certain key employees, including Messrs. Clement, Small,
Albert and Milke. All amounts stated for Messrs. Murphy, Albert and Milke
are comprised exclusively of the Company's matching contributions pursuant
to the 401(k) Plan. During the fiscal year ended 1995, the expense to the
Company for the life insurance premiums was $5,025 and $5,097 for Messrs.
Clement and Small, respectively, and the Company's matching contribution to
the 401(k) Plan was $6,450 and $4,110 for Messrs. Clement and Small,
respectively.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table shows, as to the named executive officers, information
about option/SAR grants during the 1995 fiscal year.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------
POTENTIAL
REALIZABLE VALUE
AT ASSUMED ANNUAL
RATES OF STOCK
NUMBER OF % OF TOTAL PRICE
SECURITIES OPTIONS/SARS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(2)
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION -----------------
NAME GRANTED(#)(1) FISCAL YEAR ($/SHARE) DATE 5% 10%
---- ------------- ------------ --------- ---------- -- --------
<S> <C> <C> <C> <C> <C> <C>
James B. Clement........ 0 0% n/a n/a n/a n/a
George M. Small......... 20,000 22% $13.00 7/12/04 $163,513 $414,373
Ralph B. Murphy......... 10,000 11% $13.00 7/12/04 $ 81,756 $207,187
Hans J. Albert.......... 15,000 17% $13.00 7/12/04 $122,634 $310,780
Drury A. Milke.......... 10,000 11% $13.00 7/12/04 $ 81,756 $207,187
</TABLE>
- --------
(1) These awards were made pursuant to the 1989 Plan, have a ten-year term, an
exercise price equal to the fair market value (as defined in the 1989 Plan)
of the Common Stock on the grant date and become exercisable one year after
the grant date. The option exercise price is payable in cash. The option
grants include tandem grants of an equal number of SARs, which entitle the
optionee to surrender unexercised stock options for stock, or a combination
of stock and cash, equal to the excess of the fair market value of the
surrendered shares over the option price of such shares; however, no more
than 35% of this amount may be paid in cash. Under the Plan, if an employee
resigns following a reduction in his authority or duties or is terminated
other than for cause within one year preceding or three years following a
change in control of the Company (as defined in the 1989 Plan), all
outstanding options and SARs are immediately exercisable upon his
resignation or termination.
(2) The dollar amounts shown in these two columns have been derived by
multiplying the exercise price by the annual appreciation rate shown
(compounded for the term of the options), by multiplying this product by
the number of shares covered by the options, and then subtracting the
aggregate exercise
7
<PAGE>
price of the options. The dollar amounts set forth under this heading have
not been discounted to present value. Further, the dollar amounts are the
result of calculations at the 5% and 10% rates set by the Securities and
Exchange Commission and therefore are not intended to forecast possible
future appreciation, if any, of the price of the Common Stock of the
Company.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION/SAR VALUES
The following table shows, as to the named executive officers, the aggregate
option exercises during fiscal year 1995 and the values of unexercised options
as of June 30, 1995.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT FY-END(#) OPTIONS/SARS AT FY-END($)(1)
------------------------- ----------------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE (#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- --------------- ----------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
James B. Clement........ 15,000 $196,875 310,000 $2,263,125
0 $ 0
George M. Small......... 10,000 $131,875 110,500 $ 599,375
20,000 $ 20,000
Ralph B. Murphy......... 0 $ 0 70,000 $ 323,125
10,000 $ 10,000
Hans J. Albert.......... 7,500 $ 53,062 48,000 $ 180,000
15,000 $ 15,000
Drury A. Milke.......... 0 $ 0 22,500 $ 89,063
10,000 $ 10,000
</TABLE>
- --------
(1) The dollar amounts shown in this column represent the aggregate excess of
the market value of the shares underlying the unexercised in-the-money
options as of June 30, 1995, over the aggregate exercise price of the
options.
EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE AND
CHANGE-OF-CONTROL ARRANGEMENTS
In February 1989, the Company entered into severance agreements with Messrs.
Clement and Small to facilitate continuity of management in the event of any
actual or threatened change of control of the Company. The agreements take
effect in the event of a change of control (as defined in the agreements) of
the Company and have a term of three years following the change of control. The
agreements provide that if the executive's employment is terminated other than
for cause or if the executive resigns following a reduction in his duties,
compensation, or benefits, the executive is entitled to a lump sum payment
equal to the product of his aggregate annual compensation times a fraction, the
numerator of which is the number of months remaining under the severance
agreement and the denominator of which is twelve. Based on compensation as of
the end of fiscal 1995, the maximum total amount payable under these agreements
is approximately $1,052,000.
In addition, under the terms of the Offshore Logistics, Inc. 1989 Incentive
Plan (the "1989 Plan"), if within the one-year period preceding or the three-
year period following a change in control of the Company (as defined in the
1989 Plan), a participant's employment is involuntarily terminated other than
for cause, or he resigns following a diminution in the nature or scope of his
authorities or duties, all outstanding options and SARs held by the executive
become immediately exercisable.
Under the terms of the 1994 Long-Term Management Incentive Plan (the "1994
Plan"), if a change in control (as defined in the 1994 Plan) occurs, all
outstanding options and SARs held by the employee participant become
immediately exercisable; the restrictions and deferral limitations (if any)
applicable to any
8
<PAGE>
then outstanding shares of Restricted Stock, Deferred Stock or other stock
based awards made pursuant to the 1994 Plan (if any) become free of all
restrictions, fully vested and transferable to the full extent of the award.
Also, under the 1994 Plan, for a sixty-day period following a change in control
(as defined in the 1994 Plan), unless the Committee that administers the Plan
determines otherwise at the time of the award, the participant has the right to
elect to surrender to the Company all or part of the stock options in exchange
for a cash payment equal to the spread between the change in control price (as
defined in the 1994 Plan) and the option exercise price.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Howard Wolf, Director of the Company and member of the Compensation
Committee, is a partner of the law firm of Fulbright & Jaworski, which the
Company retains from time to time to provide legal services.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is comprised exclusively of nonemployee directors
and is responsible for formulating and making recommendations to the Board of
Directors with regard to:
-- the Company's executive compensation policies and programs, and
-- specific salary and incentive awards to executive officers.
COMPENSATION POLICY
In designing and implementing its executive compensation program, the Company
follows a long-standing philosophy that management pay should be directly and
substantially tied to the achievement by the Company of its performance
objectives. A corollary principle guiding the Company's compensation program is
that stock-based compensation should be an integral part of the program to
align management incentives with share price. The Company also operates under
the principle that short-term and long-term elements of compensation should be
balanced. Finally, the Company believes that, to excel, it must continue to
attract and retain highly talented and motivated employees at all levels,
especially the senior executives.
Accordingly, the Company's overall compensation policy is to provide a
competitive compensation package designed to attract, motivate and retain key
executive officers and to tie executive pay to overall Company performance and
return to stockholders. The Company's executive compensation program consists
of base salary, annual incentives and long-term incentives. Executive officers
also participate in a 401(k) plan, a medical plan and other benefit plans
available to employees generally.
The compensation packages provided to the Chief Executive Officer and the
other executive officers for the 1995 fiscal year were based in part on the
recommendations of the outside consulting firm hired by the Company in 1993.
The consulting firm met with Company management to discuss the strategic
direction of the Company and the Company's objectives for its executive
compensation programs. The consulting firm prepared a study based on several
published executive compensation surveys conducted at different times that
reviewed the compensation of executives at companies with revenues similar to
those of the Company (hereafter, the "Compensation Study"). The group of
companies reflected in the Compensation Study includes some of the peer
companies set forth in the Stock Performance Graph on page 12 of this Proxy
Statement.
1. Base Salary
The Committee reviews base salaries annually. Individual performance reviews
are generally conducted once a year and are used in conjunction with the
Company's comparison of salaries paid by its most direct
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competitors, the Compensation Study and an analysis of expected economic
conditions in the oil and gas service industry to determine whether an
employee's base salary will be modified. Salary increases in the 1995 fiscal
year were based on individual performance and the Company's achievement of its
profit goals, as well as salaries paid by Company competitors (including the
companies in the Compensation Study). In each of the last several years, the
Chief Executive Officer initially has recommended to the Committee salary
levels for the upcoming year for all Company officers other than himself. The
Committee has reviewed the Chief Executive Officer's recommendations and
industry comparisons and made its salary recommendations to the full Board. The
Board approved all of the Committee's recommended salary levels for the 1995
fiscal year.
The Company believes that the salaries of the executives named in the Summary
Compensation Table for the 1995 fiscal year were at or near the median of the
peer group considered by the Committee to constitute the Company's most direct
competitors for executive talent. The Compensation Committee believes that not
all of the companies in a peer group established to compare stockholder returns
are necessarily representative of the companies competing with the Company for
executive talent. Thus, the peer group used by the Company to compare
compensation is a sub-group of the companies included in the peer group index
in the Stock Performance Graph on page 12 of this Proxy Statement.
2. Annual Incentives
Cash bonuses provide an annual incentive to the Company's executives. For the
1995 fiscal year, bonus amounts to executives were determined according to the
terms of the Annual Incentive Plan approved by the stockholders in 1994. This
element of the compensation program is designed to link executive pay to
objective measures of the performance of the Company. The Company performance
measures established by the Committee to determine bonus levels for the 1995
fiscal year were return on revenues, return on equity, earnings per share
growth and revenue growth, each weighted equally at 25%. Threshold, target and
maximum levels of Company performance were established for each performance
measure, based on historical results, budgets and growth goals established by
the Company. For the 1995 fiscal year, the Company achieved 53%, of the
aggregate maximum level of performance on these four performance measures. Each
of the employees who was designated to participate in the Annual Incentive
Plan, including the executive officers, received a bonus equal to the
appropriate percentage of his or her base salary set by the Committee for
incentive opportunity.
In accordance with the restricted stock payment alternative under the 1994
Plan, also approved by the stockholders in 1994, the executive officers may
elect to receive all or any part of their bonuses in shares of Restricted
Stock. The Committee believes that this application of Restricted Stock is an
excellent vehicle for expanding the stock ownership of the executive officers
and will further deepen the executive officers' commitment to the long-term
objectives and performance of the Company and their identification with
stockholder interests.
3. Long-Term Incentives
The Compensation Committee believes that granting stock options/stock
appreciation rights is the most appropriate method of motivating and rewarding
executive officers for the creation of long-term shareholder value. The Company
has established a policy of awarding stock options and stock appreciation
rights based upon continuing progress of the Company and on individual
performance by its executives. The Committee uses only subjective and informal
measures of Company and individual performance in deciding whether and, if so,
how many options to award. Typically, stock options are granted annually. In
July 1994, options were awarded to the executive officers other than the Chief
Executive Officer, including the following grants to the executive officers
named in the Summary Compensation Table: George M. Small--20,000; Ralph B.
Murphy--10,000; Hans J. Albert--15,000; and Drury A. Milke--10,000. All awards
shown in the Summary Compensation Table were made at fair market value at the
time of grant so that holders will benefit from such grants only when, and to
the extent, the stock price increases after the date of grant.
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<PAGE>
COMPENSATION OF CHIEF EXECUTIVE OFFICER
James B. Clement has been employed by the Company since 1976 and was elected
President and Chief Operating Officer in 1986, Chief Executive Officer in 1987
and Chairman in 1995. The Compensation Committee seeks to align Mr. Clement's
base salary and annual incentives at a reasonable level in comparison to the
other companies in the Company's self-selected compensation peer group. In
setting Mr. Clement's salary and bonus for the fiscal year ended 1995, the
Committee reviewed the performance of both Mr. Clement and the Company in
fiscal 1994 and 1993, as well as the recommendations of the compensation
consulting firm in its Compensation Study. The Committee, however, considered
measures of Company performance only in a subjective and informal manner in
fixing Mr. Clement's base salary. The Committee held Mr. Clement's base salary
constant for the 1995 fiscal year primarily because it anticipated depressed
market conditions for the Company's services during the fiscal year.
Under the Annual Incentive Plan, Mr. Clement's incentive opportunity for
fiscal 1995 was 75% of his base salary. Since the Company performed at the 53%
level on the four performance measures, namely, return on revenues, return on
equity, earnings per share growth and revenue growth (each weighted 25%) in
fiscal 1995, Mr. Clement was entitled to a bonus equal to $85,462 for 1995. In
accordance with the restricted stock payment alternative, Mr. Clement elected
to receive 40% of his 1995 bonus in Restricted Stock. Accordingly, he has
received $51, 278 of the 1995 bonus in cash and 3,010 shares of restricted
stock shares for 1995. The shares of Restricted Stock will be nontransferable
and subject to forfeiture for thirty months unless Mr. Clement satisfies
certain service obligations to the Company.
The Company has provided long-term incentive to Mr. Clement through stock
option grants. In January 1991, the Compensation Committee granted Mr. Clement
options to acquire 250,000 shares pursuant to the Company's 1989 Incentive
Plan. These 250,000 options have vested annually in increments of 50,000,
beginning January 21, 1991. Because it made this option grant in 1991 with
vesting occurring through the 1995 fiscal year, the Committee determined not to
grant any additional stock options to Mr. Clement from fiscal 1992 through
fiscal 1995.
Provisions of the Omnibus Budget Reconciliation Act of 1993 limit
deductibility of certain compensation for the Chief Executive Officer and the
additional four executive officers who were highest paid and employed at year
end, effective for tax years beginning on or after January 1, 1994. The policy
of this Committee related to this Act is to establish and maintain a
compensation program that maximizes the creation of long-term value for
stockholders. Action will be taken to qualify most compensation approaches to
ensure deductibility except in those limited areas where the Committee believes
that stockholder interests are best served by retaining flexibility of
approach.
COMPENSATION COMMITTEE
David M. Johnson, Chairman
Kenneth M. Jones
Howard Wolf
11
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STOCK PERFORMANCE GRAPH
The following performance graph compares the yearly cumulative return on the
Company's Common Stock to the NASDAQ Stock Market (U.S. Companies) Index and a
peer group index of companies selected by the Company, over a five year period
ending on June 30, 1995. The peer group companies are Oceaneering
International, Inc.; Petroleum Helicopters, Inc.; Tidewater, Inc.; Offshore
Pipelines, Inc.; Rowan Companies, Inc.; McDermott International, Inc.; and
GulfMark International, Inc. The graph assumes (i) the reinvestment of
dividends, if any, and (ii) the value of the investment in the Company's Common
Stock and each index to have been $100 at June 30, 1990.
COMPARISON OF CUMULATIVE STOCKHOLDER RETURN 1990--1995
<TABLE>
<CAPTION>
FISCAL YEAR ENDING JUNE 30,
-----------------------------
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Offshore Logistics, Inc..................... 100 69 67 105 107 110
NASDAQ...................................... 100 106 127 160 162 215
Peer Group.................................. 100 72 73 106 103 104
</TABLE>
12
<PAGE>
DIRECTORS MEETINGS, FEES AND OTHER MATTERS
The Company has standing Audit, Compensation, Executive and Nominating
Committees of the Board of Directors. During the Company's fiscal year ended
June 30, 1995, each nonemployee member of the Board of Directors received $750
for each meeting of the Board of Directors, as well as committees of the Board
on which he served, attended by such member. In addition to receiving $750 for
each meeting attended, nonemployee members of the Board of Directors (other
than the Secretary of the Board of Directors) receive $6,000 per year, payable
quarterly in arrears, and the Secretary of the Board of Directors receives
$8,000 per year, payable quarterly in arrears.
The Board of Directors held five meetings during the past fiscal year. During
this period, no incumbent director other than Mr. Luther attended fewer than
75% of the aggregate of (i) the total number of meetings of the Board of
Directors during the period in which he was a director and (ii) the total
number of meetings held by all committees on which he served during the period
in which he was a director.
The 1991 Nonqualified Stock Option Plan for Nonemployee Directors (the "1991
Plan") provides for the granting to directors who are not employees of the
Company (the "Nonemployee Directors") of non-qualified options to purchase
Common Stock. The 1991 Plan is administered by the Board of Directors. A total
of 173,000 shares of Common Stock have been reserved for issuance at June 30,
1995, upon the exercise of options under the 1991 Plan, subject to adjustment
in the event of stock splits, stock dividends and similar changes in the
Company's capital stock.
As of September 24, 1991, the date as of which the 1991 Plan was adopted by
the Board of Directors, Nonemployee Directors were granted automatically
options to purchase 500 shares of stock for each year of continuous service
plus 2,000 shares. As of the date of the Company's Annual Meeting of
Stockholders in each year that the 1991 Plan is in effect beginning with the
Annual Meeting held on December 1, 1992, each Nonemployee Director who is
elected or re-elected, or otherwise continues as a director of the Company
following such Annual Meeting, will be granted an option to purchase 2,000
shares of Common Stock. However, no such options shall be granted to any
Nonemployee Director who during the preceding 12 months missed 50% or more of
the meetings of the Board of Directors and committees on which he served.
The option price per share for each option granted under the 1991 Plan is the
fair market value of the Common Stock on the date of grant. Under the 1991
Plan, options are not exercisable until six months after the date of grant. The
1991 Plan will terminate on, and no options shall be issued after, the date of
the annual meeting of stockholders in 2000, and any options outstanding on that
date will remain outstanding until they have either expired or been exercised.
The Audit Committee is composed of Messrs. Crane and Johnson. The Committee
is authorized to engage and discharge independent auditors; to review the fee,
scope and timing of the independent audit and any other services rendered; to
approve professional services rendered by the auditors; to review with the
auditors and management the Company's policies and procedures with respect to
accounting and financial controls; to review audit results with the auditors;
and to direct and supervise special investigations. The Audit Committee held
one meeting during the last fiscal year.
Messrs. Johnson, Jones and Wolf comprise the Compensation Committee. The
functions of the Compensation Committee are to recommend to the full Board
compensation arrangements for senior management and directors; to recommend
compensation plans in which officers and directors are eligible to participate;
to recommend and, in some cases, to grant options or other benefits under such
plans; and to take such other action as is delegated to it by the Board. The
Compensation Committee held two meetings during the last fiscal year.
The Executive Committee is comprised of Messrs. Clement, Foster, Small and
Wolf. The Executive Committee is authorized to act on behalf of the full Board
on a broad range of issues. The Executive Committee did not meet during the
last fiscal year.
13
<PAGE>
Messrs. Jones, Johnson and Wolf comprise the Nominating Committee. The
function of the Nominating Committee is to recommend nominees to serve on the
Board of Directors and to take such action as is delegated to it by the Board.
The Nominating Committee held one meeting during the last fiscal year.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, conducted the examination of the Company's financial
statements for the fiscal year ended June 30, 1995, and has been selected to
conduct the examination of the Company's financial statements for the current
year. Representatives of Arthur Andersen LLP, are expected to be present at the
Annual Meeting with the opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions.
VOTING OF THE PROXY
SHARES REPRESENTED BY ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED
THEREIN. IF NO DIRECTION IS SPECIFIED, SUCH SHARES WILL BE VOTED "FOR" THE
NOMINEES.
GENERAL
As of the date of the Proxy Statement, the only matters expected to come
before the Annual Meeting are those set forth above. If any other matters are
properly brought before the Annual Meeting or any adjournment thereof and if
the shares for which the Proxy is given are entitled to vote thereon, it is the
intention of the persons named in the accompanying form of proxy to vote the
Proxies on such matters in accordance with their best judgment.
The cost of soliciting Proxies will be borne by the Company. The directors,
officers and employees of the Company may, but without compensation other than
regular compensation, solicit Proxies by telephone, telegraph, or personal
interview. The Company has retained Chemical Mellon Shareholder Services to
assist in the solicitation of Proxies for a fee of $4,500 plus out-of-pocket
expenses. The Company will also reimburse brokerage firms, banks, trustees,
nominees and other persons for their out-of-pocket expenses in forwarding proxy
materials to the beneficial owners of the securities of the Company.
Upon the written request of any stockholder entitled to vote at the Annual
Meeting, the Company will provide, without charge, a copy of the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1995. Any such
request should be directed to George M. Small, Offshore Logistics, Inc., Post
Office Box 5-C, Lafayette, Louisiana 70505. Requests from beneficial owners of
shares of the Company must set forth a good faith representation that as of
October 11, 1995, the requester was a beneficial owner of shares of the Company
entitled to vote at the Annual Meeting.
By Order of the Board of Directors
George M. Small
Secretary
Lafayette, Louisiana
October 30, 1995
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- --------------------------------------------------------------------------------
OFFSHORE LOGISTICS, INC.
PROXY
This Proxy is Solicited on Behalf of
the Board of Directors of the Company.
The undersigned stockholder of OFFSHORE LOGISTICS, INC., a Delaware
corporation, hereby appoints JAMES B. CLEMENT and GEORGE M. SMALL, and each of
them, proxies with power of substitution to vote and act for the undersigned, as
designated on the reverse side, with respect to the number of shares of the
Common Stock the undersigned would be entitled to vote if personally present at
the Annual Meeting of Stockholders to be held at The City Energy Club of New
Orleans, 1100 Poydras Street, 38th Floor, New Orleans, Louisiana on Wednesday,
December 6, 1995, at 4:30 p.m., and at any adjournments thereof, and, at their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED HEREIN BY THE
STOCKHOLDER. IF NO DIRECTION IS SPECIFIED WHEN THE DULY EXECUTED PROXY IS
RETURNED, SUCH SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE
BOARD OF DIRECTORS OF THE COMPANY.
The Board of Directors of the Company recommends that you vote FOR each of
the nominees listed on the reverse side for election as Directors of the
Company.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
Item 1--Election of the following nominees as Directors:
For all Withhold for Withheld for the following only. (Write the
nominees all nominees name(s) of the nominee(s) below)
/ / / / James B. Clement, Louis F. Crane, David S.
Foster, David M. Johnson, Kenneth M. Jones,
Homer L. Luther, Jr., Harry C. Sager,
George M. Small and Howard Wolf.
-------------------------------------------
The undersigned hereby acknowledges
receipt of a copy of the accompanying
Notice of Annual Meeting of Stockholders
and Proxy Statement and hereby revokes
any proxy or proxies heretofore given.
Date:
----------------------------------
---------------------------------------
Signature
---------------------------------------
Signature
Please mark, date and sign as your
account name appears and return in the
enclosed envelope. If acting as
executor, administrator, trustee or
guardian, etc., you should indicate same
when signing. If the signer is a
- ---------------------------------- corporation or partnership, please sign
"PLEASE MARK INSIDE BLUE BOXES the full corporate name or partnership
SO THAT DATA PROCESSING EQUIPMENT name by duly authorized officer or
WILL RECORD YOUR VOTES" person. If the shares are held jointly,
- ---------------------------------- each stockholder named should sign.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
