<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report July 30, 1997
OFFSHORE LOGISTICS, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-5232 72-0679819
- ---------------------------- ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
224 Rue de Jean PO Box 5C Lafayette LA 70505
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(Address of Principal Executive Offices) (Zip Code)
(318) 233-1221
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(Registrant's Telephone Number, Including Area Code)
N/A
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events
Disclosure of Certain Information With Respect to Directors and
Executive Officers of the Registrant, Executive Compensation, Security
Ownership of Certain Beneficial Owners and Management and Certain
Relationships and Related Transactions is contained in Exhibits 99.1,
99.2, and 99.3 hereto.
Item 7. Financial Statements and Exhibits
(C) Exhibits
99.1 Directors of the Registrant
99.2 Executive Compensation and Certain Relationships and Related
Transactions
99.3 Security Ownership of Certain Beneficial Owners and Management
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OFFSHORE LOGISTICS, INC.
BY: /s/ GEORGE M. SMALL
---------------------------
George M. Small
Vice President and
Chief Financial Officer
DATE: July 30, 1997
<PAGE>
EXHIBIT 99.1
DIRECTORS OF THE REGISTRANT
The following are the directors and, except for Mr. Foster, the
nominees for election as directors at the 1997 Annual Meeting of Offshore
Logistics, Inc. (the "Company"). Each of the following has engaged in the
principal occupation indicated below for at least the past five years:
<TABLE>
<CAPTION>
Year First
Elected
Nominee Principal Occupation and Business Experience Director Residence Age
--------- -------------------------------------------- ---------- --------- ---
<S> <C> <C> <C> <C>
PETER N. BUCKLEY (1)...... Chairman & Chief Executive Officer of 1997 London, 54
Caledonia Investments plc England
JONATHAN H. CARTWRIGHT (1) Finance Director of Caledonia Investments plc 1997 London, 43
England
JAMES B. CLEMENT (2)...... Chairman, President & Chief Executive 1986 Lafayette, 52
Officer of the Company Louisiana
LOUIS F. CRANE (2)........ President of Orleans Capital Management 1987 New Orleans, 56
(November 1991 to Present), Director Louisiana
of Columbia Universal Corp. (1984 to
Present), Chairman and Chief Executive
Officer of Columbia Universal Corp.
(April 1994 to Present).
DAVID S. FOSTER (3)....... Attorney at Law; Mediation and Arbitration 1969 Cashiers, 69
Services; Judge Pro Temp., City Court, North Carolina
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. Executive Vice President of 1983 Houston, 59
Weatherford International, Inc. (December 1991 Texas
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 Flat Rock, 64
North Carolina
HARRY C. SAGER............ Retired. Executive Vice President of Conoco, Inc. 1993 Houston, 67
(1989 - 1992). Texas
GEORGE M. SMALL........... Vice President, Chief Financial Officer, Secretary 1986 Lafayette, 52
and Treasurer of the Company. Louisiana
HOWARD WOLF............... Attorney at Law. Chairman of the Board of 1986 Houston, 62
Directors of the Company (September 1986 Texas
to June 30, 1995). Partner, Fulbright & Jaworski
</TABLE>
______________________
(1) Peter N. Buckley and Jonathan H. Cartwright, directors and executive
officers of Caledonia Industrial & Services Limited ("CIS"); were
designated by CIS and elected to the Board of Directors of the Company in
February 1997 pursuant to a Master Agreement dated December 12, 1996 among
the Company, CIS and certain other persons in connection with the Company's
acquisition of 49% and other substantial interests in Bristow Aviation
Holdings Limited. The Master Agreement provides that so long as CIS owns
(1) at least 1,000,000 shares of Common Stock of the Company or (2) at
least 49% of the total outstanding ordinary shares of Bristow Aviation
Holdings Limited, CIS will have the right to designate two persons for
nomination to the Company's Board of Directors and to replace any directors
so nominated.
(2) Mr. Clement is a director of Pride International, Inc. Mr. Crane is a
director of Columbia Universal Corporation and Coho Energy, Inc.
(3) Mr. Foster is retiring as a director at the Company's 1997 Annual Meeting.
<PAGE>
EXHIBIT 99.2
EXECUTIVE COMPENSATION AND CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS
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 $100,000 (in 1997 the Company changed to
a fiscal year ended March 31 from a year ended June 30; therefore, the amounts
for fiscal 1997 represent nine months activity):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation Awards (3)
------------------------------- ----------------------------------------
Securities
Fiscal Other Annual Restricted Underlying All Other
Year Bonus Compensation Stock Options/ Compensation
Name & Principal Position Ended Salary ($) ($)(1) ($)(2) Award(s) SARs(#) ($)(4)
------------------------- ------ --------- ------ ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
James B. Clement.................... 1997 $176,438 $35,000 $ 0 $ 0 35,000 $ 9,062
Chairman, President and 1996 $223,958 $25,195 $ 0 $ 0 20,000 $11,744
Chief Executive Officer 1995 $215,000 $51,278 $ 0 $40,635 0 $11,475
George M. Small..................... 1997 $112,500 $10,000 $ 0 $ 0 20,000 $ 7,198
Vice President, Chief Financial 1996 $142,833 $10,713 $ 0 $ 0 20,000 $ 9,382
Officer, Secretary & Treasurer 1995 $137,000 $36,305 $ 0 $ 0 20,000 $ 9,207
Ralph B. Murphy..................... 1997 $ 90,000 $ -- $ 0 $ 0 10,000 $ 2,700
Vice President, 1996 $120,000 $ 6,000 $ 0 $ 0 5,000 $ 3,600
Corporate Sales 1995 $120,000 $31,800 $ 0 $ 0 10,000 $ 3,600
Hans J. Albert...................... 1997 $ 93,750 $25,000 $ 0 $ 0 15,000 $ 2,812
Vice President, International 1996 $113,833 $27,035 $ 0 $ 0 15,000 $ 3,415
Aviation Services 1995 $108,000 $28,620 $ 0 $ 0 15,000 $ 3,240
Gene Graves......................... 1997 $109,250 $ 8,000 $ 0 $ 0 20,000 $ 3,278
Vice President, 1996 $135,833 $ 6,792 $ 0 $ 0 15,000 $ 4,075
Domestic Aviation Services 1995 $130,000 $34,450 $ 0 $ 0 15,000 $ 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 1997, 1996, and 1995.
(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 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 1995, restrictions will lapse 30 months from the date the
restricted stock was awarded. 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
<PAGE>
dividing that product by the average market price of the Company's Common
Stock for the month of June 1994 ($13.63). At the end of the 1997 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 $128,128; $33,968; $25,792; and
$16,064. The Company awarded no restricted stock to these individuals for
the 1997 fiscal year. During the 1997, 1996, and 1995 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 1997 and 1996 were awarded pursuant to the
1994 Plan, and all options granted to the named executive officers in 1995
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 7 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 1997, the
expense to the Company for the life insurance premiums was $3,769 and
$3,823 for Messrs. Clement and Small, respectively, and the Company's
matching contribution to the 401(k) Plan was $5,293 and $3,375 for Messrs.
Clement and Small, respectively.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table shows, as to the named executive officers, information
about option/SAR grants during the 1997 fiscal year:
<TABLE>
<CAPTION>
Individual Grants
- ------------------------------------------------------------------------------
Potential Realizable
Value at Assumed
Number of % of Total Annual Rates of Stock
Securities Options/SARs Price Appreciation for
Underlying Granted to Exercise Option Term (2)
Options/SARs Employees in Price Expiration -----------------------
Name Granted(#)(1) Fiscal Year ($/Share) Date 5% 10%
---- ------------- ------------ --------- ---------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
James B. Clement...... 35,000 10% $12.375 8/07/06 $272,390 $690,290
George M. Small....... 20,000 6% $12.375 8/07/06 $155,651 $394,451
Ralph B. Murphy....... 10,000 3% $12.375 8/07/06 $ 77,826 $197,226
Hans J. Albert........ 15,000 4% $12.375 8/07/06 $116,739 $295,838
Gene Graves........... 20,000 6% $12.375 8/07/06 $155,651 $394,451
</TABLE>
<PAGE>
______________________________
(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
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 1997 and the values of unexercised
options as of March 31, 1997:
<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.. 20,000 $280,000 310,000 $2,648,125
35,000 $ 126,875
George M. Small... 12,500 $199,900 138,000 $ 757,875
20,000 $ 72,500
Ralph B. Murphy... 0 $ 0 80,000 $ 468,750
10,000 $ 36,250
Hans J. Albert.... 7,500 $ 67,500 55,500 $ 188,813
15,000 $ 54,375
Gene Graves....... 0 $ 0 55,000 $ 178,125
20,000 $ 72,500
</TABLE>
<PAGE>
_____________________
(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 March 31, 1997, 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 1997, the maximum total amount payable under these agreements
is approximately $1,175,000.
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 is that stock-based compensation should be an integral
part of the program to align management incentives with share price. The
<PAGE>
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 1997 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 11 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 1997 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 1997 fiscal year.
The Company believes that the salaries of the executives named in the
Summary Compensation Table for the 1997 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 11 of this Proxy Statement.
2. Annual Incentives
Cash bonuses provide an annual incentive to the Company's executives. For
the 1997 fiscal year, bonus amounts to executives will be 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 1997
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. The
performance for fiscal 1997 will be based upon the original budget approved by
the Board of Directors for the twelve months ended June 30, 1997 and is not
determinable at this time.
<PAGE>
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 August
1996, options were awarded to the executive officers, including the following
grants to the executive officers named in the Summary Compensation Table: James
B. Clement - 35,000; George M. Small - 20,000; Ralph B. Murphy - 10,000; Hans J.
Albert - 15,000; and Gene Graves - 20,000. 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 1997, the
Committee reviewed the performance of both Mr. Clement and the Company in fiscal
1996, 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 $240,000 per
year effective October 1, 1996.
Under the Annual Incentive Plan, Mr. Clement's incentive opportunity for
fiscal 1997 is 75% of his base salary. Performance for fiscal 1997 will be
based upon the budget approved for the twelve months ended June 30, 1997 and is
not determinable at this time. In accordance with the restricted stock payment
alternative, Mr. Clement has elected to receive 50% of his 1997 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
<PAGE>
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 fiscal year
period ending on March 31, 1997. 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, 1992.
COMPARISON OF CUMULATIVE STOCKHOLDER RETURN 1992-1997
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Fiscal Year Ending June 30,
-------------------------------- March 31,
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ---------
<S> <C> <C> <C> <C> <C> <C>
OLOG........ 100 157 160 165 163 188
NASDAQ...... 100 126 127 170 218 224
Peer Group.. 100 144 140 142 209 247
</TABLE>
During the fiscal year ended March 31, 1997, each nonemployee member of
the Board of Directors received $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 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 nonqualified 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 March 31,
1997, 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.
In May, 1997, the Company acquired, from a third party, for $30 million
four helicopters being operated in the North Sea by Bristow and, at the same
time, leased these aircraft to Bristow on terms that provided for an aggregate
$4.3 million in annual lease payments.
<PAGE>
EXHIBIT 99.3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
HOLDINGS OF PRINCIPAL STOCKHOLDERS
The following table shows as of July 30, 1997, 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
Beneficially Title Percent
Name and Address of Beneficial Owner Owned of Class of Class (1)
------------------------------------ ------------ -------- ------------
<S> <C> <C> <C>
Barclays Global Investors, N.A.
Barclays Global Fund Advisors
45 Fremont Street
San Francisco, CA 94105.................. 1,126,369(2) Common 5.3%
Caledonia Industrial & Services Limited
Cayzer House, 1 Thomas More Street
London, England E1 9AR.................. 1,628,083(3) Common 7.7%
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(1) Percentage of the Common Stock of the Company outstanding as of July 30,
1997.
(2) According to a Schedule 13G dated February 12, 1997, filed with the
Securities and Exchange Commission, Barclays Global Investors, N.A. has
sole voting power with respect to 1,056,869 of such shares of Common Stock,
sole dispositive power with respect to 1,074,669 of such shares of Common
Stock, and beneficially owns 1,074,669 of such shares of Common Stock; and
Barclays Global Fund Advisors has sole voting and dispositive power with
respect to, and beneficially owns, 51,700 of such shares of Common Stock.
(3) According to a Schedule 13D dated April 22, 1997, filed by (i) Caledonia
Industrial & Services Limited ("CIS") as the direct beneficial owner of
such shares of Common Stock, (ii) by virtue of its direct holding of all of
the outstanding stock of CIS, by Caledonia Investments plc ("Caledonia"),
and (iii) by virtue of their respective direct holdings of the securities
of Caledonia and their consequent indirect holdings of the stock of CIS, by
The Cayzer Trust Company Ltd. and Sterling Industries PLC, the foregoing
shares of Common Stock include 328,083 shares of Common Stock that may be
acquired upon conversion of $7,500,000 of the Company's Convertible
Subordinated Notes due 2003 at an assumed conversion price of $22.86 per
share.
HOLDINGS OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
The following table shows as of July 30, 1997, 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 contained in Exhibit 99.2, and (iii) all of the Company's
directors and executive officers as a group:
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<CAPTION>
Amount
Beneficially Title Percent
Name of Beneficial Owner Owned (1) of Class of Class (2)
------------------------ ------------ -------- ------------
<S> <C> <C> <C>
Hans J. Albert........................ 57,332 Common *
Peter N. Buckley...................... 1,628,083(3) Common 7.7%
Jonathan H. Cartwright................ 1,628,083(3) Common 7.7%
James B. Clement...................... 239,317 Common 1.1%
Louis F. Crane........................ 17,000 Common *
David S. Foster....................... 5,200 Common *
Gene Graves........................... 76,745 Common *
David M. Johnson...................... 19,000 Common *
Kenneth M. Jones...................... 23,500 Common *
Ralph B. Murphy....................... 92,334 Common *
Harry C. Sager........................ 8,000 Common *
George M. Small....................... 144,524 Common *
Howard Wolf........................... 44,990 Common *
All Directors and Executive Officers
as a Group (15 persons)(3)(4)........ 2,442,637 Common 11.5%
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*Less than 1%.
(1) Based on information as of July 30, 1997, 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 July 30, 1997,
the number of shares of Common
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Stock indicated after such director's or executive officer's name: Hans J.
Albert - 53,000 shares; James B. Clement- 225,000 shares; Louis F. Crane -
8,000 shares; David S. Foster - 2,000 shares; Gene Graves - 75,000 shares;
David M. Johnson - 16,000 shares; Kenneth M. Jones - 21,000 shares; Ralph
B. Murphy - 90,000 shares; Harry C. Sager - 6,000 shares; George M. Small -
138,000 shares; and Howard Wolf -14,500 shares, and the following number of
shares of Common Stock which were vested at the fiscal year ended March 31,
1997, under the Company's Employee Savings and Retirement Plan (the "401(k)
Plan"), based on the 401(k) Plan statement dated March 31, 1997; Hans J.
Albert -3,328 shares; James B. Clement - 6,309 shares; Gene Graves - 133
shares; Ralph B. Murphy- 2,334 shares; and George M. Small - 4,401 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 July 30,
1997.
(3) Because of the relationship of Messrs. Buckley and Cartwright to CIS,
Messrs. Buckley and Cartwright may be deemed indirect beneficial owners of
the securities of the Company owned by CIS. (See "Holdings of Principal
Stockholders.") Pursuant to Rule 16a-1(a)(3), both Mr. Buckley and Mr.
Cartwright are reporting indirect beneficial ownership of the entire amount
of securities of the Company owned by CIS. Messrs. Buckley and Cartwright
disclaim beneficial ownership of the securities owned by CIS.
(4) Including 732,500 shares which may be acquired within 60 days of July 30,
1997, upon exercise of options, and 328,083 shares which may be acquired
within 60 days of July 30, 1997, upon conversion of the Company's
Convertible Subordinated Notes due 2003 at an assumed conversion price of
$22.86 per share.
