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.
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(Name of the Registrant as Specified In Its Charter)
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF OFFSHORE LOGISTICS APPEARS HERE]
OFFSHORE LOGISTICS, INC.
POST OFFICE BOX 5-C
LAFAYETTE, LOUISIANA 70505
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of Offshore Logistics, Inc. (the
"Company") will be held at the Four Seasons Hotel, Houston, Texas on Monday,
September 18, 2000, at 3:00 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 July 25, 2000,
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
H. Eddy Dupuis
Secretary
Lafayette, Louisiana
August 9, 2000
<PAGE>
OFFSHORE LOGISTICS, INC.
PROXY STATEMENT
For Annual Meeting of Stockholders
to be Held September 18, 2000
SOLICITATION OF PROXIES
The accompanying Proxy is solicited by the Board of Directors of
Offshore Logistics, Inc., 224 Rue de Jean, Lafayette, Louisiana 70508 (the
"Company") for use at the Annual Meeting of Stockholders to be held September
18, 2000, 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 Company,
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 9, 2000.
VOTING SECURITIES OUTSTANDING
At the close of business on July 25, 2000, the Company had outstanding
21,105,921 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
July 25, 2000, 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 July 25, 2000, 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>
Caledonia Industrial & Services Limited
Cayzer House, 1 Thomas More Street
London, England E1 9AR....................... 1,752,754(2) Common 8.3%
Neuberger Berman, Inc.
605 Third Avenue
New York, NY 10158-3698...................... 1,480,927(3) Common 7.0%
Dimensional Fund Advisors
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401....................... 1,234,100(4) Common 5.8%
Systematic Financial Management LP
Glenpointe East, 7th Floor
300 Frank W Burr Boulevard
Teaneck, NJ 07666............................ 1,289,032(5) Common 6.1%
---------------------
</TABLE>
1
<PAGE>
(1) Percentage of the Common Stock of the Company outstanding as of July
25, 2000.
(2) According to a Schedule 13D dated April 22, 1997, filed by (i)Caledonia
Industrial & Services Limited ("CIS") as the direct beneficial owner of
1,628,083 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 6% Convertible Subordinated Notes due 2003
at an assumed conversion price of $22.86 per share ("6% Notes"). In
addition, the foregoing shares of Common Stock include 124,671 shares of
Common Stock that may be acquired upon conversion of an additional
$2,850,000 of the Company's 6% Notes beneficially owned by CIS at an
assumed conversion price of $22.86 per share.
(3) According to a Schedule 13G dated January 28, 2000, filed with the
Securities and Exchange Commission, Neuberger Berman, Inc. has sole
voting power with respect to 699,327 of such shares of Common Stock,
shared dispositive power with respect to 1,480,927 of such shares of
Common Stock, and beneficially owns 1,480,927 of such shares of Common
Stock.
(4) According to a Schedule 13G dated February 4, 2000, filed with the
Securities and Exchange Commission, Dimensional Fund Advisors has sole
voting power, sole dispositive power and beneficially owns 1,234,100 of
such shares of Common Stock.
(5) According to a Schedule 13F dated May 11, 2000, filed with the
Securities and Exchange Commission, Systematic Financial Management LP
has sole voting power, sole investment power and beneficially owns
1,289,032 of such shares of Common Stock.
Holdings of Directors, Nominees and Executive Officers
The following table shows as of July 25, 2000, certain information with
respect to beneficial ownership of the Company's Common Stock by (i) each
director or nominee, (ii) each of the executive officers named in the Summary
Compensation Table on page 6 of this Proxy Statement, and (iii) all of the
Company's directors and executive officers as a group:
<TABLE>
<CAPTION>
Amount
Beneficially Title Percent
Name of Beneficial Owner Owned (1) of Class of Class (2)
------------------------ ----------- -------- ------------
<S> <C> <C> <C>
Hans J. Albert...................... 85,149 Common *
Peter N. Buckley.................... 1,758,754 (3) Common 8.3%
Jonathan H. Cartwright.............. 1,758,754 (3) Common 8.3%
Louis F. Crane...................... 118,000 Common *
Gene Graves......................... 109,884 Common *
David M. Johnson.................... 36,000 Common *
Kenneth M. Jones.................... 29,500 Common *
Drury A. Milke...................... 87,781 Common *
Harry C. Sager ..................... 14,000 Common *
George M. Small..................... 188,580 Common *
Howard Wolf......................... 22,990 Common *
All Directors and Executive Officers
as a Group (18 persons) (3) (4).... 2,650,933 Common 12.6%
</TABLE>
----------------
* Less than 1%.
2
<PAGE>
(1) Based on information as of July 25, 2000, 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 25, 2000, the number of shares of Common Stock indicated after such
director's or executive officer's name: Hans J. Albert - 70,000 shares;
Peter N. Buckley - 6,000 shares; Jonathan H. Cartwright - 6,000 shares;
Louis F. Crane - 106,000 shares; Gene Graves - 70,000 shares; David M.
Johnson - 22,000 shares; Kenneth M. Jones - 27,000 shares; Drury A.
Milke - 70,000 shares; Harry C. Sager - 12,000 shares; George M. Small -
170,000 shares and Howard Wolf - 20,500 shares, and the following number
of shares of Common Stock which were vested at the fiscal year ended
March 31, 2000, under the Company's Employee Savings and Retirement Plan
(the "401(k) Plan"), based on the 401(k) Plan statement dated March 31,
2000: Hans J. Albert - 13,149 shares; Gene Graves - 21,715 shares; Drury
A. Milke - 15,366 shares and George M. Small - 11,742 shares. Shares
held in the 40l(k) Plan are voted by the trustee.
(2) Percentages of the Common Stock of the Company outstanding as of July
25, 2000.
(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 745,500 shares, which may be acquired within 60 days of July
25, 2000 upon exercise of options.
PROPOSALS AND DIRECTOR NOMINATIONS BY
STOCKHOLDERS FOR THE 2001 ANNUAL MEETING
Any proposal by a stockholder intended to be considered for inclusion in
the Company's proxy materials for the Company's 2001 Annual Meeting (the "Annual
Meeting") must be received at the Company's office not less than 120 days prior
to August 9, 2001. Therefore, any such proposal related to the Annual Meeting
should be received by April 11, 2001, for consideration for inclusion in the
Company's Proxy Statement and form of Proxy related to the meeting.
In addition, the Company's By-laws 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 70508. Requests for copies of
the By-laws should also be addressed to the Secretary.
3
<PAGE>
ELECTION OF DIRECTORS
Eight directors are to be elected, each to hold office until his
successor is elected and qualified or until his earlier death, resignation or
removal.
Unless authority to do so is withheld by the stockholder, each Proxy
executed and returned by a stockholder will be voted for the election of the
nominees hereinafter named. Directors of the Company having beneficial ownership
derived from presently existing voting power, as of July 25, 2000, of
approximately 10.3% of the Company's Common Stock have indicated that they
intend to vote for the election of all nominees. If any nominee withdraws or for
any reason is unable to serve as a director, the persons named in the
accompanying Proxy either will vote for such other person as the management of
the Company may nominate or, if the management does not so nominate such other
person, will not vote for anyone to replace the nominee. The management of the
Company knows of no reason that would cause any nominee to be unable to serve as
a director or to refuse to accept nomination or election.
Vote Required for Election, Quorum and Tabulation of Votes
Under the Company's By-laws, a majority of the shares of Common Stock
issued and outstanding and entitled to vote at any meeting of stockholders,
present in person or by proxy, constitutes a quorum for the transaction of
business at the meeting. Brokers holding shares for beneficial owners must vote
those shares according to the specific instructions they receive from the
owners. If specific instructions are not received, brokers may vote the shares
in their discretion only as to routine matters. Brokers have discretionary
authority to vote in the election of directors. Absent specific instructions
from the beneficial owner as to non-routine matters, the New York Stock Exchange
precludes its member brokers from voting. The missing votes of non-routine
matters are known as "broker non-votes." For purposes of determining the
presence or absence of a quorum at the Annual Meeting, abstentions and broker
votes on routine matters are counted; thus, broker non-votes are irrelevant for
quorum purposes.
THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST AT THE ANNUAL MEETING
IS REQUIRED FOR THE ELECTION OF EACH NOMINEE. ABSTENTIONS AND BROKER NON-VOTES
ARE NOT COUNTED AS VOTES CAST EITHER FOR OR AGAINST ANY NOMINEE.
The Board of Directors unanimously recommends that the stockholders vote
"FOR" election of the nominees named below.
4
<PAGE>
Information Concerning Nominees
Subject to the foregoing, Proxies will be voted for the election of the
following eight nominees as directors of the Company, each of whom has engaged
in the principal occupation indicated below for at least the past five years:
<TABLE>
<CAPTION>
Year 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, 57
Caledonia Investments plc England
JONATHAN H. CARTWRIGHT (1)... Finance Director of Caledonia Investments plc 1997 London, 46
England
LOUIS F. CRANE (2)........... Chairman of the Board of Directors of the 1987 New Orleans, 59
Company (October 1997 to Present), Louisiana
Chief Executive Officer of the Company
(September 1999 to Present) and President of
Orleans Capital Management(November 1991 to
Present).
DAVID M. JOHNSON............. Private Investor, President of Q Services, Inc. 1983 Houston, 62
(October 1997 to Present); Former Executive Texas
Vice President of Weatherford International,
Inc. (December 1991 to January 1994)
KENNETH M. JONES............. Private Investor. 1969 Flat Rock, 67
North Carolina
HARRY C. SAGER............... Retired. Executive Vice President of 1993 Houston, 70
Conoco, Inc. (1989 - 1992). Texas
GEORGE M. SMALL.............. President of the Company (October 1997 1986 Lafayette, 55
to Present) and Chief Operating Officer Louisiana
of the Company (September 1999 to Present).
Prior to October 1997, Vice President,
Chief Financial Officer, Secretary and Treasurer
HOWARD WOLF.................. Attorney at Law. Chairman of the Board 1986 Houston, 65
of 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 of the Company's Board of Directors and to
replace any directors so nominated.
(2) Mr. Crane is a director of Coho Energy, Inc.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash and non-cash
compensation paid by the Company and its subsidiaries for services rendered
during the last three fiscal years ended March 31, 2000 to the Chief Executive
Officer of the Company and its four other most highly compensated executive
officers.
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)(6)
------------------------- ----- ---------- ------- ------- ------------ ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Louis F. Crane................. 2000 $ 0 $ 0 $0 $0 50,000 $ 176,000
Chairman of the Board and 1999 $ 0 $ 0 $0 $0 50,000 $ 196,000
Chief Executive Officer 1998 $ 0 $ 0 $0 $0 2,000 $ 62,000
George M. Small (5)............ 2000 $ 235,000 $ 35,300 $0 $0 35,000 $ 16,752
President and 1999 $ 220,000 $ 66,000 $0 $0 20,000 $ 17,993
Chief Operating Officer 1998 $ 176,500 $ 68,434 $0 $0 30,000 $ 15,687
Drury A. Milke (5)............. 2000 $ 167,500 $ 20,900 $0 $0 25,000 $ 15,483
Executive Vice President, 1999 $ 160,000 $ 40,000 $0 $0 10,000 $ 11,380
International Operations 1998 $ 114,500 $ 37,022 $0 $0 20,000 $ 6,870
Hans J. Albert (5)............... 2000 $ 175,000 $ 21,900 $0 $0 25,000 $ 15,657
Executive Vice President, 1999 $ 170,000 $ 40,000 $0 $0 10,000 $ 12,399
Corporate Development 1998 $ 137,500 $ 26,250 $0 $0 20,000 $ 8,250
Gene Graves (5).................. 2000 $ 172,500 $ 21,600 $0 $0 25,000 $ 25,968
Vice President, Marketing 1999 $ 170,000 $ 40,000 $0 $0 10,000 $ 12,334
1998 $ 155,000 $ 27,906 $0 $0 20,000 $ 8,686
</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 2000, 1999 and 1998.
(3) The Company awarded no restricted stock to these individuals for the
2000, 1999 and 1998 fiscal years. During the 2000, 1999 and 1998 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 2000, 1999 and 1998 were
awarded pursuant to the 1994 Plan, except for the 2,000 shares awarded
to Mr. Crane during 1998 which were awarded pursuant to the 1991 Plan.
See footnote (1) on page 7 for a summary of certain of the terms of the
options granted under the 1994 Plan and page 13 for a summary of certain
terms of the options granted under the 1991 Plan. All of the options
granted to the named executives became exercisable one year after the
grant date, except for the 2,000 shares awarded to Mr. Crane during
1998, which were exercisable six months after the grant date.
(4) The stated amounts for Messrs. Small, Milke, Albert and Graves consist
of the Company's 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.
During the fiscal year ended 2000, the expense to the Company for the
life insurance premiums were $7,500; $7,548; $7,617 and $18,013 for
Messrs. Small, Milke, Albert and Graves, respectively, and the Company's
contributions to the 401(k) Plan were $9,252; $7,935; $8,040 and $7,955
for Messrs. Small, Milke, Albert and Graves, respectively.
(5) See "Severance and Change-of-Control Agreements".
6
<PAGE>
(6) Mr. Crane was elected Chief Executive Officer on September 20, 1999.
Remuneration for his services as CEO is included in the fees being paid
to him as non-executive Chairman of the Board and Director. Mr. Crane is
paid a fee for serving as Chairman determined annually by the Board of
Directors, plus $1,000 for each meeting attended, including committee
meetings. Mr. Crane is also granted awards under the 1994 Plan
determined annually by the Board of Directors. Mr. Crane is not included
in any other benefit plans of the Company.
Option/SAR Grants in Last Fiscal Year
The following table shows, as to the named executive officers,
information about option/SAR grants during the 2000 fiscal year:
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees in Price Expiration Grant Date
Name Granted (#)(1) Fiscal Year ($/Share) Date Present Value (2)
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Louis F. Crane........ 50,000 14.9% $11.125 9/20/2009 $ 253,526
George M. Small....... 35,000 10.4% $11.125 9/20/2009 $ 177,469
Drury A. Milke........ 25,000 7.4% $11.125 9/20/2009 $ 126,763
Hans J. Albert........ 25,000 7.4% $11.125 9/20/2009 $ 126,763
Gene Graves........... 25,000 7.4% $11.125 9/20/2009 $ 126,763
</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 present value for these options was estimated at the date of grant,
using the Black-Scholes option-pricing model. The following assumptions
were used to obtain the grant-date present value: expected volatility of
50.3%, risk-free interest rate of 5.78%, no dividend yields and an
expected life of approximately 4 years, based on weighted average
historical lives.
7
<PAGE>
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 2000 and the values of unexercised
options as of March 31, 2000:
<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> <C> <C>
Louis F. Crane..... 0 $ 0 56,000 50,000 $ 68,750 $137,500
George M. Small.... 0 $ 0 135,000 35,000 $128,750 $ 96,250
Drury A. Milke..... 0 $ 0 45,000 25,000 $ 28,125 $ 68,750
Hans J. Albert..... 0 $ 0 45,000 25,000 $ 26,875 $ 68,750
Gene Graves........ 0 $ 0 45,000 25,000 $ 26,875 $ 68,750
</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, 2000, 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 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 arrangements maintained by the Company will be reduced as a
result of being potentially non-deductible under Section 280G of the Internal
Revenue Code.
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 1994 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.
8
<PAGE>
Compensation Committee Interlocks and Insider Participation
As of March 31, 2000, the members of the Compensation Committee were
Messrs. Johnson, Jones and Sager. No member of the Compensation Committee was an
officer of the Company at any time during fiscal year 2000.
During 2000, no executive officer of the Company served as: (i) a member
of the compensation committee (or other board committee performing equivalent
functions) of another entity, one of whose executive officers served on the
Compensation Committee; (ii) a director of another entity, one of whose
executive officers served on the Compensation Committee; or (iii) a member of
the Compensation Committee (or other board committee performing equivalent
functions) of another entity, one of whose executive officers served as a
Director of the Company.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is comprised exclusively of non-employee
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, a life insurance 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 2000 fiscal year were based in part on the
recommendations of the outside consulting firm hired by the Company in 1999. The
consulting firm met with Company management to discuss the strategic direction
of the Company and the Company's objectives for its executive compensation
programs. The consulting firm prepared a study based on several published
executive compensation surveys conducted at different times that reviewed the
compensation of executives at companies with revenues similar to those of the
Company (hereafter, the "Compensation Study"). The group of companies reflected
in the Compensation Study includes some of the peer companies set forth in the
Stock Performance Graph on Page 12 of this Proxy Statement.
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1. Base Salary
The Committee reviews base salaries annually. Salary increases in the
2000 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 President initially has recommended to the Committee salary levels
for the upcoming year for all Company officers other than himself. The Committee
has reviewed the President'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 2000 fiscal year.
The Company believes that the salaries of the executives named in the
Summary Compensation Table for the 2000 fiscal year were at or near the median
of the peer group considered by the Committee to constitute the Company's most
direct competitors for executive talent. The Compensation Committee believes
that not all of the companies in a peer group established to compare stockholder
returns are necessarily representative of the companies competing with the
Company for executive talent. Thus, the peer group used by the Company to
compare compensation is a sub-group of the companies included in the peer group
index in the Stock Performance Graph on Page 12 of this Proxy Statement.
2. Annual Incentives
Cash bonuses provide an annual incentive to the Company's executives.
Bonus amounts to executives are 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. For the 2000 fiscal year 50% of the annual
incentive bonus was based on consolidated earnings. Threshold, target, and
maximum levels of Company performance were established for the performance
measure, based on historical results, budgets and growth goals established by
the Company. The remaining 50% of the annual incentives were discretionary based
upon the Compensation Committees' assessment of the executive's individual
performance. For the 2000 fiscal year, the Company did not meet any of the
performance goals. Accordingly, the bonuses awarded during fiscal year 2000 to
each of the employees designated to participate in the Annual Incentive Plan,
including the executive officers, were determined solely at the discretion of
the Compensation Committee and calculated as an appropriate percentage of an
individual's base salary.
In accordance with the restricted stock payment alternative under the
1994 Plan, initially approved by the stockholders in 1994, certain executives
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 executives of the Company
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 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 based upon continuing progress of the Company and on
individual performance by its executives. The Compensation 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 September 1999, options were awarded to the executive
officers, including the following grants to the executive officers named in the
Summary Compensation Table: Louis F. Crane - 50,000; George M. Small - 35,000;
Drury A. Milke - 25,000; Hans J. Albert - 25,000 and Gene Graves - 25,000. All
awards shown in the Summary Compensation Table were made at fair market value at
the time of grant so that holders will benefit from such grants only when, and
to the extent, the stock price increases after the date of grant.
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Compensation of Chief Executive Officer
Louis F. Crane has been a Director of the Company since 1987 and was
elected Chairman of the Board of Directors in October 1997 and Chief Executive
Officer in September 1999. Remuneration for his services as CEO is included in
the fees being paid to him as non-executive Chairman of the Board and Director.
Mr. Crane is paid a fee for serving as Chairman determined annually by the Board
of Directors, plus $1,000 for each Board of Director meeting attended, including
committee meetings. During the 2000 fiscal year Mr. Crane received $8,000 in
director fees, $1,000 for each meeting attended and an additional $160,000 as
Chairman of the Board. Mr.Crane is not included in any other benefit plans of
the Company.
Section 162(m) of the Internal Revenue Code limits the deductibility of
certain compensation for the Chief Executive Officer and the additional four
executive officers who were highest paid and employed at year end. The policy of
this Committee is to establish and maintain a compensation program that
maximizes the creation of long-term value for stockholders. Action will be taken
to qualify compensation approaches to ensure deductibility except in those areas
where the Committee believes that stockholder interests are best served by
retaining flexibility of approach.
COMPENSATION COMMITTEE
Kenneth M. Jones, Chairman
David M. Johnson
Harry C. Sager
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STOCK PERFORMANCE GRAPH
The following performance graph compares the yearly cumulative return on
the Company's Common Stock to the NASDAQ Stock Market (U.S. Companies) Index and
a peer group index of companies selected by the Company, over a five fiscal year
period ending on March 31, 2000. The peer group companies are Oceaneering
International, Inc.; Petroleum Helicopters, Inc.; Tidewater, Inc.; Rowan
Companies, Inc.; McDermott International, Inc.; and GulfMark Offshore, 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, 1995.
Comparison of Cumulative Stockholder Return 1995 - 2000
[GRAPH APPEARS HERE]
AS OF JUNE 30, AS OF MARCH 31,
------------------ -----------------------------------
1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----
OLOG......... 100 99 114 142 83 99
NASDAQ....... 100 129 132 201 270 502
Peer Group... 100 146 170 215 120 146
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,
2000, each non-employee 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.
The Board of Directors held five 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.
On September 20, 1999, Mr. Crane, the Chairman of the Board, was elected
Chief Executive Officer. See "Executive Compensation" for remuneration and
options granted to Mr. Crane.
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<PAGE>
The 1991 Non-qualified Stock Option Plan for Non-employee Directors (the
"1991 Plan") provides for the granting to directors who are not employees of the
Company (the "Non-employee Directors") of non-qualified options to purchase
Common Stock. The 1991 Plan is administered by the Board of Directors. A total
of 159,000 shares of Common Stock have been reserved for issuance at March 31,
2000, 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, Non-employee 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 Non-employee Director (except for the Chairman as
discussed above) 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 Non-employee 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.
For the year ended March 31, 2000, the Audit Committee was composed of
Messrs. Cartwright, Johnson and Jones. 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 two meetings during the last
fiscal year.
For the year ended March 31, 2000, the Compensation Committee was composed
of Messrs. Johnson, Jones and Sager. 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 administer the 1994 Plan; to grant
options or other benefits under the 1994 Plan and to take such other action as
is delegated to it by the Board. The Compensation Committee held three meetings
during the last fiscal year.
For the year ended March 31, 2000, the Executive Committee was composed of
Messrs. Buckley, Crane and Wolf. The Executive Committee is authorized to act on
behalf of the full Board on a broad range of issues. The Executive Committee
held two meetings during the last fiscal year.
For the year ended March 31, 2000, the Nominating Committee was composed of
Messrs. Crane, Sager and Wolf. 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 Company's By-laws provide that any
stockholder wishing to nominate a candidate for director 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, 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. The Nominating Committee did not meet 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"). CIS is the beneficial owner of
1,752,754 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.
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<PAGE>
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.
Caledonia holds $10.35 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%. In January 1998,
the Company advanced $83.6 million to Bristow to refinance certain indebtedness
of Bristow. The notes are secured and bear interest at 8.335%.
In connection with the Bristow transaction, 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.
For as long as Caledonia owns its Bristow shares, Caledonia is entitled to
receive management fees from Bristow. The annual fees range from (pound)500,000
to (pound)900,000 and are payable for a maximum of seven years.
During fiscal 2000, the Company leased between seven and ten aircraft to
Bristow on terms that provided for total lease payments of $9.4 million. Bristow
leased two of its aircraft to the Company for total lease payments of $0.4
million.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's directors,
officers, and certain beneficial owners (collectively, "Section 16 Persons") to
file with the Securities and Exchange Commission and NASDAQ reports of
beneficial ownership on Form 3 and reports of changes in ownership on Form 4 or
5. Copies of all such reports are required to be furnished to the Company. To
the knowledge of the Company, based solely on a review of the copies of Section
16(a) reports furnished to the Company for the fiscal year ended March 31, 2000,
and other information, all filing requirements for the Section 16 Persons have
been complied with during or with respect to the fiscal year ended March 31,
2000.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP conducted the examination of the Company's financial
statements for the fiscal year ended March 31, 2000, 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.
14
<PAGE>
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, and upon
request, the Company will 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. The directors,
officers and employees of the Company may, but without compensation other than
regular compensation, solicit Proxies by telephone, telegraph, or personal
interview.
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, 2000. Any such
request should be directed to H. Eddy Dupuis, 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 July
25, 2000, 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
/s/ H. Eddy Dupuis
--------------------------------
H. Eddy Dupuis
SECRETARY
Lafayette, Louisiana
August 9, 2000
15
<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 George M. Small and H. Eddy Dupuis, and each of
them, proxies with power of substitution to vote and act for the undersigned, as
designated on the reverse side, with respect to the number of shares of the
Common Stock the undersigned would be entitled to vote if personally present at
the Annual Meeting of Stockholders to be held at the Four Seasons Hotel,
Houston, Texas, on Monday, September 18, 2000, at 3:00 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.
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<PAGE>
Please mark
your votes
as indicated
in this example [X]
Election of the following nominees as Directors:
For all Withhold for Withhold for the following only:
nominees all nominees (Write the name(s) of the nominee(s) below)
[ ] [ ]
Peter N. Buckley, Jonathan H.Cartwright, 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 joint stockholder
named should sign.
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