SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
___________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
____________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
____________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
____________________________________________________________________
(5) Total fee paid:
____________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration state-
ment 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 City Energy Club, Energy Centre,
1100 Poydras Street, New Orleans, Louisiana on Monday, September 29,
1997, at 5:00 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
August 8, 1997, 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
August 22, 1997
<PAGE>
OFFSHORE LOGISTICS, INC.
PROXY STATEMENT
For Annual Meeting of Stockholders
To Be Held September 29, 1997
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 September 29, 1997, 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 August 22, 1997.
VOTING SECURITIES OUTSTANDING
At the close of business on August 8, 1997, the Company had
outstanding 21,274,133 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 August 8, 1997, the record date for
the Annual Meeting, are entitled to vote at the meeting and any
adjournments thereof.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Holdings of Principal Stockholders
The following table shows as of August 8, 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 Title Percent
Name and Address Beneficially of of
of Beneficial Owner Owned Class 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%
</TABLE>
________________________
(1) Percentage of the Common Stock of the Company outstanding as
of August 8, 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 August 8, 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 on page
5 of this Proxy Statement, and (iii) all of the Company's directors
and executive officers as a group:
<TABLE>
<CAPTION>
Amount Title Percent
Name of Beneficially of of
Beneficial Owner Owned (1) Class 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 Exec-
utive Officers as a
Group(15 persons)(3)(4) 2,442,637 Common 11.5%
</TABLE>
_________________________
* Less than 1%.
(1) Based on information as of August 8, 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 August 8,
1997, the number of shares of Common 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 August 8, 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 August 8, 1997, upon exercise of options.
PROPOSALS AND DIRECTOR NOMINATIONS BY
STOCKHOLDERS FOR 1998 ANNUAL MEETING
Any proposal by a stockholder intended to be considered for
inclusion in the Company's proxy materials for the Company's 1998
Annual Meeting (the "Annual Meeting") must be received at the
Company's office not less than 120 days prior to August 21, 1998.
Therefore, any such proposal related to the Annual Meeting should be
received by April 22, 1998, for consideration for inclusion in the
Company's Proxy Statement and form of Proxy related to that meeting.
In addition, the Company's Bylaws provide that any stockholder
wishing to nominate a candidate for director or propose other
business at the Annual Meeting must give the Company advance written
notice. In general, written notice must be received by the Secretary
of the Company not less than 60 days, nor more than 90 days, prior
to the first anniversary of the preceding year's annual meeting and
must contain certain specified information concerning the person to
be nominated or the matters to be brought before the meeting, as
well as certain information concerning the stockholder submitting
the nomination or proposal. All such nominations or proposals
must be addressed to the Secretary of the Company at 224 Rue de
Jean, Lafayette, Louisiana. Requests for copies of the Bylaws
should also be addressed to the Secretary.
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 August 8, 1997, of approximately 11.5% 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 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 Elected
Nominee and Business Experience Director Residence Age
________________________ __________________________ ________ _________ ___
<S> <C> <C> <C> <C>
PETER N. BUCKLEY (1) Chairman & Chief Executive 1997 London, 54
Officer of Caledonia England
Investments plc
JONATHAN H. CARTWRIGHT(1) Finance Director of 1997 London, 43
Caledonia Investments plc England
JAMES B. CLEMENT (2) Chairman, President & Chief 1996 Lafayette, 52
Executive Officer of the Louisiana
Company
LOUIS F. CRANE (2) President of Orleans 1987 New 56
Capital Management Orleans,
(November 1991 to Present), Louisiana
Director of Columbia
Universal Corp. (1984 to
Present), Chairman and
Chief Executive Officer
of Columbia Universal
Corp. (April 1994 to Present).
DAVID M. JOHNSON Private Investor. Executive 1983 Houston, 59
Vice 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 Flat Rock, 64
North
Carolina
HARRY C. SAGER Retired. Executive Vice 1993 Houston, 67
President of Conoco, Inc. Texas
(1989 - 1992).
GEORGE M. SMALL Vice President, Chief 1986 Lafayette, 52
Financial Officer, Secretary Louisiana
& Treasurer of the Company.
HOWARD WOLF Attorney at Law. Chairman 1986 Houston, 62
of the Board of Directors Texas
of the Company (September
1986 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.
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 $100,000 (in 1997 the Company changed to a
fiscal year ended March 31 from a year ended June 30; therefore, the
amounts for fiscal 1997 represent nine months activity):
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Annual Compensation Compensation Awards (3)
______________________ _________________________
Securities
Other Restr- Under- All
Fiscal Annual icted lying Other
Name and Year Bonus Comp. Stock Options/ Comp.
Principal Position Ended Salary($) ($)(1) ($)(2) Award(s) SARs(#) ($)(4)
___________________ _____ _________ ______ ______ ________ ________ ______
<S> <C> <C> <C> <C> <C> <C> <C>
James B. Clement(5) 1997 $176,438 $35,000 $0 $ 0 35,000 $ 9,062
Chairman, President 1996 $223,958 $25,195 $0 $ 0 20,000 $11,744
and Chief Executive 1995 $215,000 $51,278 $0 $40,635 0 $11,475
Officer
George M. Small(5) 1997 $112,500 $10,000 $0 $ 0 20,000 $ 7,198
Vice President, 1996 $142,833 $10,713 $0 $ 0 20,000 $ 9,382
Chief Financial 1995 $137,000 $36,305 $0 $ 0 20,000 $ 9,207
Officer, Secretary
and Treasurer
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 (5) 1997 $ 93,750 $25,000 $0 $ 0 15,000 $ 2,812
Vice President, 1996 $113,833 $27,035 $0 $ 0 15,000 $ 3,415
Internationl 1995 $108,000 $28,620 $0 $ 0 15,000 $ 3,240
Aviation Services
Gene Graves (5) 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 1995 $130,000 $34,450 $0 $ 0 15,000 $ 3,900
Services
</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 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 $3,375 for
Messrs. Clement and Small, respectively.
(5) See "Severance and Change-of-Control Agreements".
Option/SAR Grants in Last Fiscal Year
The following table shows, as to the named executive officers,
information about option/SAR grants during the 1997 fiscal year:
<TABLE>
<CAPTION>
Individual Grants
______________________________________________________
% of
Total
No. of Options Potential
Securities /SARs Realizable Value
Under- Granted at Assumed Annual
lying to Rates of Stock
Options Employees Price Appreciation
/SARs in Exercise Expir- for Option Term(2)
Granted Fiscal Price ation __________________
Name (#)(1) Year ($/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>
______________________________
(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
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs at
Shares at FY-End (#) FY-End($)(1)
Acquired _____________ _______________
on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable 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>
_____________________
(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.
Severance and Change-of-Control Arrangements
The Company has entered into change of control agreements (the
"Change of Control Agreements") with certain executive officers. The
Change of Control Agreements of Messrs. Clement and Small supersede
their severance agreements executed in 1989. The Change of Control
Agreements for each executive officer provide for continued employment
for a three year period following a Change of Control, as defined
(the "Employment Term"). Should the officer's employment be terminated
during the Employment Term for any reason other than death, disability
or "Cause", as defined, or should the officer terminate his employment
for "Good Reason", as defined, the officer will become entitled to
certain benefits. The benefits include a lump sum payment equal to
three times the sum of the officer's Annual Base Salary, as defined,
and Highest Annual Bonus, as defined. Also, the officer will be
entitled to continued welfare benefits under various Company plans
and programs for a minimum of thirty-six months following the "Date
of Termination", as defined, as well as outplacement services and
other benefits. In addition, those officers who are parties to the
Executive Welfare Benefit Agreements dated March 31, 1986 will, in
the event of such termination, be treated as having been terminated
without cause as of the Date of Termination, and the insurance
policies provided under such Executive Welfare Benefit Agreements
will be immediately transferred to the officer, the officer will be
credited with three additional years of service for purposes of the
vesting of such policies, and the Company will continue to pay the
premiums on such policies for three years after such officer's
Date of Termination. In the event that any payments by the Company
to or for the benefit of the officer (a "Payment") would be subject
to the excise tax imposed by Section 4999 of the Internal Revenue Code
("Excise Tax"), then the officer will be entitled to an additional
payment ("Gross-Up Payment") in an amount such that, after payment by
such officer of all taxes imposed on the Gross-Up Payment, the officer
retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments. The Change of Control Agreements also
provide that no award granted under the 1994 Plan or pursuant to
any other plan or arrangement maintained by the Company will be
reduced as a result of being potentially non-deductible under Section
280G of the Internal Revenue Code.
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. Peter N. Buckley, a Director of the Company and a
member of the Compensation Committee, is the Chairman and Chief
Executive Officer of Caledonia Investments plc ("Cal Investments"),
the parent company of Caledonia Industrial & Services Limited
("CIS") (collectively, "Caledonia"). Caledonia, in turn, is the
beneficial owner of 1,628,083 shares of the Company's Common Stock,
which represents approximately 7.7% of the total shares of Common
Stock outstanding and is also the beneficial owner of 49% of the
outstanding shares of Bristow Aviation Holdings Limited, an English
corporation, of which the Company owns 49%. See "Directors
Meetings, Fees and Other Matters".
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
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.
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
<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>
DIRECTORS MEETINGS, FEES AND OTHER MATTERS
The Company has standing Audit, Compensation, Executive and
Nominating Committees of the Board of Directors. 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 Board of Directors held three 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 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.
The Audit Committee is composed of Messrs. Crane, Johnson, and
(from February 6, 1997) Cartwright. 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 comprised the Compensation
Committee until February 6, 1997, at which time the Committee was
reconstituted and became comprised of Messrs. Wolf, Jones, Sager,
and Buckley. 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 was comprised of Messrs. Clement,
Foster, Small, and Wolf until February 6, 1997, at which time the
Committee was reconstituted and became comprised of Messrs. Wolf,
Clement, and Johnson. 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.
On December 19, 1996, the Company acquired 49% of the common
stock and other significant economic interest in Bristow Aviation
Holdings Limited ("Bristow"), an English corporation, which holds
all of the outstanding shares in Bristow Helicopter Group Limited
("BHGL"). As a result of that transaction, CIS is the beneficial
owner of 1,628,083 shares of the Company's Common Stock (see
"Security Ownership of Certain Beneficial Owners and Management").
CIS has also designated Peter N. Buckley and Jonathan H. Cartwright
for nomination to the Company's Board of Directors, and they were
duly elected in February 1997. Mr. Buckley is the Chairman and
Chief Executive Officer and Mr. Cartwright is the Financial Director
of Caledonia Investments plc, the holder of all the outstanding
stock of CIS.
The transaction also included certain executory obligations of
the parties that remain in effect between the Company and CIS and
its affiliates and certain of which are described below. All such
obligations were the result of arms' length negotiations between the
parties that were concluded before Messrs. Buckley and Cartwright
were nominated or elected to the Company's Board of Directors and
are, in the view of the Company, fair and reasonable to the Company.
As a result of the Bristow transaction, Caledonia holds $7.5
million of the Company's 6% Convertible Subordinated Notes. The
Company holds approximately $150 million principal amount of 13.5%
subordinated unsecured loan stock (debt) of Bristow. Bristow has
the right to defer payment of interest on that debt until January
31, 2002. Any deferred interest would also accrue interest at an
annual rate of 13.5%.
Caledonia and the Company also entered into a Put/Call
Agreement whereunder, upon giving specified prior notice, the
Company has the right to buy all the Bristow shares held by
Caledonia, who, in turn, has the right to sell such shares to the
Company. Under current United Kingdom law, the Company would be
required, in order for Bristow to retain its operating license, to
find a qualified European investor to own any Bristow shares it has
the right to acquire under the Put/Call Agreement. Any put or call
of the Bristow shares will be subject to the approval of the Civil
Aviation Authority ("CAA").
For as long as Caledonia owns its Bristow shares, Caledonia is
entitled to receive management fees from Bristow. The annual fees
range from (Pounds) 500,000 to (Pounds) 900,000 and are payable for a
maximum of seven years.
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.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP conducted the examination of the Company's
financial statements for the fiscal year ended March 31, 1997, 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 the 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 March 31, 1997. 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 August
8, 1997, 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
August 22, 1997
<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, 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 Monday,
September 29, 1997, at 5:00 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)
Peter N. Buckley, Jonathan H. Cartwright,
James B. Clement, Louis F. Crane, 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
