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 Rule 14a-11(c) or Rule 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 Number:
________________________________________________________________________
(3) Filing Party:
________________________________________________________________________
(4) Date Filed:
________________________________________________________________________
<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 Four Seasons Hotel, 1300 Lamar
Street, Houston, Texas on Thursday, December 5, 1996, at 2:30 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 10, 1996, 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 28, 1996
<PAGE>
OFFSHORE LOGISTICS, INC.
PROXY STATEMENT
For Annual Meeting of Stockholders
To Be Held December 5, 1996
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 5, 1996, 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, 1996.
VOTING SECURITIES OUTSTANDING
At the close of business on October 10, 1996, the Company had
outstanding 19,519,501 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 10, 1996, 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 10, 1996, 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
Name and Address Beneficially Title of Percent
of Beneficial Owner Owned Class of Class (1)
_____________________ ____________ ________ ____________
<S> <C> <C> <C>
Jurika & Voyles, Inc.
1999 Harrison Street, Suite 700
Oakland, California 94612 1,320,401(2) Common 6.8%
Strong Capital Management, Inc.
and Richard S. Strong
100 Heritage Reserve
Menomonee Falls, WS 53051 1,578,150(3) Common 8%
</TABLE>
___________________________
(1) Percentage of the Common Stock of the Company outstanding
as of October 10, 1996.
(2) According to Amendment No. 1 to Schedule 13G dated February 12,
1996, filed with the Securities and Exchange Commission by Jurika
& Voyles, Inc. ("Jurika & Voyles"), Jurika & Voyles has shared
voting power with respect to 1,239,601 of such shares and shared
dispositive power with respect to all of such shares.
(3) According to Amendment No. 3 to Schedule 13G dated February 13,
1996, filed with the Securities and Exchange Commission by Strong
Capital Management, Inc., ("Strong"), and its Chairman, Richard S.
Strong, Strong has sole voting power with respect to 1,527,100 of
such shares and sole dispositive power with respect to all of such
shares. Mr. Strong reported identical voting and dispositive power
with respect to such shares.
Holdings of Directors, Nominees and Executive Officers
The following table shows as of October 10, 1996, 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 7 of this
Proxy Statement, and (iii) all of the Company's directors and executive
officers as a group:
<TABLE>
<CAPTION>
Amount
Beneficially Title of Percent
Name of Beneficial Owner Owned (1) Class of Class (2)
________________________ ____________ ________ ____________
<S> <C> <C> <C>
Hans J. Albert 67,330 Common *
James B. Clement 324,308 Common 1.7%
Louis F. Crane 15,000 Common *
David S. Foster 11,200 Common *
Gene Graves 56,745 Common *
David M. Johnson 15,000 Common *
Kenneth M. Jones 26,000 Common *
Ralph B. Murphy 82,329 Common *
Harry C. Sager 6,000 Common *
George M. Small 157,017 Common *
Howard Wolf 42,990 Common *
All Directors and Executive
Officers as a Group
(13 persons)(3) 880,529 Common 4.5%
</TABLE>
_______________________
* Less than 1%.
(1) Based on information as of October 10, 1996, 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 10, 1996, the number of shares of
Common Stock indicated after such director's or executive officer's
name: Hans J. Albert -- 63,000 shares; James B. Clement -- 310,000
shares; Louis F. Crane -- 6,000 shares; David S. Foster -- 8,000
shares; Gene Graves -- 55,000 shares; David M. Johnson -- 14,000
shares; Kenneth M. Jones -- 19,000 shares; Ralph B. Murphy -- 80,000
shares; Harry C. Sager -- 4,000 shares; George M. Small -- 150,500
shares; and Howard Wolf -- 12,500 shares, and the following number
of shares of Common Stock which were vested at the fiscal year
ended June 30, 1996, under the Company's Employee Savings and
Retirement Plan (the "401(k) Plan"), based on the 401(k) Plan
statement dated June 30, 1996; Hans J. Albert -- 3,326 shares;
James B. Clement -- 6,300 shares; Gene Graves -- 133 shares;
Ralph B. Murphy -- 2,329 shares; and George M. Small -- 4,394
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 10, 1996.
(3) Including 796,000 shares which may be acquired within 60 days of
October 10, 1996, upon exercise of options.
PROPOSALS BY STOCKHOLDERS
Any proposal by a stockholder intended to be presented at the 1997
Annual Meeting must be received at the Company's office not less than
120 days prior to November 1, 1997. Therefore, any such proposal related
to the 1997 Annual Meeting should be received by July 5, 1997, for
inclusion in the Company's Proxy Statement and form of Proxy related to
that meeting.
1. ELECTION OF DIRECTORS
Eight 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 10,
1996, 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.
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 eight 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
Principal First
Occupation and Elected
Nominee Business Experience Director Residence Age
_______ ___________________ ________ _________ ___
<S> <C> <C> <C> <C>
James B. Clement(1) Chairman, President & Chief 1986 Lafayette, 51
Executive Officer of the Louisiana
Company
Louis F. Crane (1) President of Orleans Capital 1987 New 55
Management (November 1991 to Orleans,
Present), Vice President of Louisiana
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; Mediation and 1969 Cashiers, 69
Arbitration Services; Judge Pro North
Temp., City Court, Lafayette, Carolina
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. Executive Vice 1983 Houston, 58
President of Weatherford Texas
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 Hender- 63
sonville,
North
Carolina
Harry C. Sager Retired. Executive Vice President 1993 Houston, 66
of Conoco, Inc. (1989 - 1992). Texas
George M. Small Vice President, Chief Financial 1986 Lafayette, 51
Officer, Secretary and Treasurer Louisiana
of the Company.
Howard Wolf Attorney at Law. Chairman of the 1986 Houston, 61
Board of Directors of the Company Texas
(September 1986 to June 30, 1995).
Partner, Fulbright & Jaworski.
</TABLE>
_______________________
(1) Mr. Clement is a director of Pride Petroleum Services, Inc. Mr.
Crane is a director of Columbia Universal Corporation and Coho
Energy, Inc.
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 $100,000:
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Annual Compensation Compensation Awards(3)
_______________________ ___________________________
Securities
Other Under- All
Fiscal Annual Restricted lying Other
Name and Year Bonus Comp. Stock Options/ Comp.
Principal Position Ended Salary($) ($) (1) ($) (2) Award(s) SARs(#) ($) (4)
__________________ _____ _________ _______ _______ ________ ________ _______
<S> <C> <C> <C> <C> <C> <C> <C>
James B. Clement 1996 $223,958 $25,195 $0 $ 0 20,000 $11,744
Chairman, 1995 $215,000 $51,278 $0 $40,635 0 $11,475
President, and 1994 $215,000 $56,438 $0 $66,848 0 $11,475
Chief Executive
Officer
George M. Small 1996 $142,833 $10,713 $0 $ 0 20,000 $ 9,382
Vice President, 1995 $137,000 $36,305 $0 $ 0 20,000 $ 9,207
Chief Financial 1994 $137,000 $23,975 $0 $28,395 25,000 $ 9,207
Officer, Secretary
& Treasurer
Ralph B. Murphy 1996 $120,000 $ 6,000 $0 $ 0 5,000 $ 3,600
Vice President 1995 $120,000 $31,800 $0 $ 0 10,000 $ 3,600
Corporate Sales 1994 $120,000 $42,000 $0 $ 0 15,000 $ 3,600
Hans J. Albert 1996 $113,833 $27,035 $0 $ 0 15,000 $ 3,415
Vice President 1995 $108,000 $28,620 $0 $ 0 15,000 $ 3,240
International 1994 $108,000 $26,460 $0 $13,429 17,500 $ 3,240
Aviation Services
Gene Graves 1996 $135,833 $ 6,792 $0 $ 0 15,000 $ 4,075
Vice President 1995 $130,000 $34,450 $0 $ 0 15,000 $ 3,900
Domestic Aviation 1994 $130,000 $27,300 $0 $ 0 25,000 $ 3,900
</TABLE>
_____________________________
(1) Cash bonuses are listed in the fiscal year earned, but were paid
partially or entirely in the following fiscal year. Under the terms
of the 1994 Long-Term Management Incentive Plan (the "1994 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 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
1996, 1995 and 1994.
(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, Mr. Graves and Mr. Albert
received, respectively, 4,998, 2,123, 1,612 and 1,004 shares of
restricted stock in lieu of $56,438, $23,975, $18,200 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 1996 fiscal year, Mr. Clement, Mr.
Small, Mr. Graves and Mr. Albert, respectively, had an aggregate of
8,008, 2,123, 1,612 and 1,004 shares of restricted stock, having an
aggregate value on that date of $111,111, $29,457, $22,367 and
$13,931. The Company awarded no restricted stock to these
individuals for the 1996 fiscal year. During the 1996, 1995 and 1994
fiscal years, the Company maintained no long term incentive plan, as
defined in applicable Securities and Exchange Commission rules. All
options granted to the named executive officers in fiscal 1996 were
awarded pursuant to the 1994 Plan, and all options granted to the
named executive officers in 1995 and 1994 were awarded pursuant
to the Offshore Logistics, Inc. 1989 Incentive Plan (the "1989 Plan").
The options granted under 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.
Under the 1989 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. See footnote (1) on page 9 for a summary of certain of
the terms of the options granted under the 1994 Plan. 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, Graves and Albert. All amounts
stated for Messrs. Graves, Murphy and Albert are comprised
exclusively of the Company's matching contributions pursuant to the
401(k) Plan. During the fiscal year ended 1996, 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 $6,719 and $4,285 for
Messrs. Clement and Small, respectively.
Option/SAR grants in Last Fiscal Year
The following table shows, as to the named executive officers,
information about option/SAR grants during the 1996 fiscal year:
<TABLE>
<CAPTION>
Individual Grants
__________________________________________________________
Potential
Realizable
% of Total Value at Assumed
Options/SARs Annual Rates
Number of Granted to of Stock Price
Securities Employees Appreciation for
Underlying in Exercise Expir- Option Term (2)
Options/SARs Fiscal Price ation _________________
Name Granted(#)(1) Year ($/Share) Date 5% 10%
____ _____________ __________ _________ _____ ________ ________
<S> <C> <C> <C> <C> <C> <C>
James B. Clement 20,000 13% $12.75 7/20/05 $160,368 $406,404
George M. Small 20,000 13% $12.75 7/20/05 $160,368 $406,404
Ralph B. Murphy 5,000 3% $12.75 7/20/05 $ 40,092 $101,601
Hans J. Albert 15,000 10% $12.75 7/20/05 $120,276 $304,803
Gene Graves 15,000 10% $12.75 7/20/05 $120,276 $304,803
</TABLE>
______________________________________
(1) These awards were made pursuant to the 1994 Plan, have a ten-
year term, have an exercise price equal to the fair market value
(as defined in the 1994 Plan) of the Common Stock on the grant
date, and include the right of the Company to purchase all or
any part of the shares of Common Stock issuable upon exercise
of the options by paying to the optionee an amount, in cash or
Common Stock, equal to the excess of the fair market value of
the Company's Common Stock on the effective date of such
purchase over the exercise price per share. Options granted
under the 1994 Plan may be exercised for cash and may also be
paid for by delivering to the Company unrestricted Common
Stock already owned by the optionee or by the Company's
withholding shares otherwise issuable upon exercise of the
options (or a combination thereof), as well as in such other
manner as may be authorized by the committee administering
the 1994 Plan (the "Committee"). Options under the 1994 Plan
also grant the optionee the right, if the optionee makes payment
of the exercise price by delivering shares of Common Stock
held by the optionee, to purchase the number of shares of
Common Stock delivered by the optionee in payment of the
exercise price (a "Replacement Option"). Replacement Options
are exercisable at a price equal to the fair market value of the
Common Stock of the Company as of the date of the grant of
the Replacement Option. The options granted under the 1994
Plan also provide for certain "cashout" rights following a
Change In Control (as defined in the 1994 Plan). The options
granted under the 1994 Plan also provide that, subject to certain
conditions, the Committee may permit the optionee to pay all or
a portion of any taxes due with respect to exercise of the
options (a) by electing to have the Company withhold shares of
Common Stock due to the optionee upon exercise of the option
or (b) by delivering to the Company previously owned shares of
Common Stock.
(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 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 1996 and the values of
unexercised options as of June 30, 1996:
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End(#) at FY-End($)(1)
Shares _____________ _______________
Acquired on Value Exercisable Exercisable
Name Exercise(#) Realized($) /Unexercisable /Unexercisable
____ ___________ ___________ ______________ _______________
<S> <C> <C> <C> <C>
James B. Clement 0 $ 0 310,000 $2,224,375
20,000 $ 22,500
George M. Small 0 $ 0 130,500 $ 603,063
20,000 $ 22,500
Ralph B. Murphy 5,000 $30,625 75,000 $ 293,125
5,000 $ 5,625
Hans J. Albert 15,000 $82,838 48,000 $ 102,750
15,000 $ 16,875
Gene Graves 0 $ 0 40,000 $ 44,375
15,000 $ 16,875
</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, 1996, 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 1996, the maximum total amount payable under these
agreements is approximately $1,105,000.
In addition, under the terms of 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 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 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 programs 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 1996 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 13 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 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 1996 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
1996 fiscal year.
The Company believes that the salaries of the executives named in
the Summary Compensation Table for the 1996 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 13 of this Proxy Statement.
2. Annual Incentives
Cash bonuses provide an annual incentive to the Company's
executives. For the 1996 fiscal year, bonus amount 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 1996 fiscal year were return
on revenues, return on equity, earnings per share growth and revenue, 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 1996 fiscal year, the Company achieved 15%, 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 1995,
options were awarded to the executive officers, including the following
grants to the executive officers named in the Summary Compensation
Table: James B. Clement -- 20,000; George M. Small -- 20,000; Ralph B.
Murphy -- 5,000; Hans J. Albert -- 15,000; and Gene Graves -- 15,000.
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.
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 1996, the Committee
reviewed the performance of both Mr. Clement and the Company in fiscal
1995 and 1994, 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
increased Mr. Clement's base salary to $225,750 per year effective
September 1, 1996.
Under the Annual Incentive Plan, Mr. Clement's incentive
opportunity for fiscal 1996 was 75% of his base salary. Since the
Company performed at the 15% 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 1996, Mr. Clement was
entitled to a bonus equal to $25,195 for 1996. In accordance with the
restricted stock payment alternative, Mr. Clement elected to receive 100%
of his 1996 bonus in cash.
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
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, 1996. The peer
group companies are Oceaneering International, Inc.; Petroleum
Helicopters, Inc.; Tidewater, 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, 1991.
Comparison of Cumulative Stockholder Return 1991-1996
<TABLE>
<CAPTION>
OLOG Nasdaq Peer
____ ______ ____
<S> <C> <C> <C>
Jun-91 100 100 100
Jun-92 97 120 102
Jun-93 153 151 147
Jun-94 156 153 143
Jun-95 160 204 145
Jun-96 159 261 213
</TABLE>
DIRECTORS MEETINGS, FEES AND OTHER MATTERS
The Company has standing Audit, Compensation, Executive and
Nominating Committees of the Board of Directors. Effective March, 1996,
compensation for nonemployee members of the Board of Directors was
increased to $1,000 for each meeting attended, including committee
meetings, and $8,000 per year, payable quarterly in arrears, except for the
Secretary of the Board of Directors who receives $10,667 per year.
The Board of Directors held four meetings during the past fiscal
year. During this period, no incumbent director 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, 1996, 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 the 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 one meeting 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.
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, 1996, 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 person 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 he Company may, but without
compensation other than regular compensation, solicit Proxies by
telephone, telegraph, or personal interview. The Company has retained
ChaseMellon 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, 1996. 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 10, 1996, 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 28, 1996
<PAGE>
OFFSHORE LOGISTICS, INC.
PROXY
This Proxy is Solicited on Behalf of
the Board of Directors
The undersigned stockholder of OFFSHORE LOGISTICS, INC., a
Delaware corporation (the "Company"), 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 Four Seasons Hotel, 1300 Lamar Street, Houston, Texas on
Thursday, December 5, 1996, at 2:30 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
Please mark your
votes as indicated in [X]
this example
Item 1--Election of the following nominees as Directors:
For all Withhold for Withheld for the following only:
nominees all nominees (Write the name(s) of the nominee(s)
[ ] [ ] below)
James B. Clement, Louis F. Crane,
David S. Foster, David M. Johnson,
Kenneth M. Jones, 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
the full corporate name or partnership
name by duly authorized officer or person.
If the shares are held jointly, each
stockholder named should sign.
- -------------------------------------------------------------------
FOLD AND DETACH HERE
