SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Check the appropriate box:
X Preliminary Proxy Statement
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Definitive Additional Materials
Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
GLOBAL INDUSTRIES, LTD.
(Name of Registrant as Specified In Its Charter)
GLOBAL INDUSTRIES, LTD.
(Name of Person(s) Filing Proxy Statement)
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X $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
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Act Rule 14a-6(i)(3).
Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
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[LOGO]
GLOBAL INDUSTRIES, LTD.
107 Global Circle
Lafayette, Louisiana 70503
NOTICE OF 1996 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 7, 1996
Dear Shareholder:
You are cordially invited to attend the 1996 Annual Meeting
of Shareholders of Global Industries, Ltd. on Wednesday, August
7, 1996. The meeting will be held at The Houstonian Hotel &
Conference Center, 111 North Post Oak Lane, Houston, Texas at
10:00 a.m., local time.
As set forth in the accompanying Proxy Statement, the
meeting will be held for the following purposes:
1. To elect five directors to hold office
until the next annual meeting of shareholders
and until their successors have been elected
and qualified.
2. To approve an amendment to the Company's Amended and
Restated Articles of Incorporation that will increase
the number of authorized shares of Preferred Stock and
Common Stock of the Company .
3. To approve a proposal to adopt an amendment to
the Company's 1992 Stock Option Plan which
increases the number of shares authorized for
issuance from 1,800,000 to 2,400,000.
4. To transact such other business as may
properly come before the meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business on
June 28, 1996, as the record date for the determination of
shareholders entitled to notice of and to vote at the 1996 Annual
Meeting or any adjournment thereof. A list of shareholders will
be available for examination at the Annual Meeting and at the
office of the Company for the ten days prior to the Annual
Meeting.
By Order of the Board of Directors
MICHAEL J. POLLOCK
Vice President
Lafayette, Louisiana
July 8, 1996
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE ANNUAL
MEETING REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. PLEASE
COMPLETE, SIGN AND MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE PROMPTLY, WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE
ANNUAL MEETING. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS
USE.
GLOBAL INDUSTRIES, LTD.
107 Global Circle
Lafayette, Louisiana 70503
PROXY STATEMENT FOR 1996 ANNUAL MEETING OF SHAREHOLDERS
To be held on August 7, 1996
This Proxy Statement and the accompanying proxy card are
furnished to the shareholders of Global Industries, Ltd., a
Louisiana corporation (the "Company" or "Global"), in connection
with the solicitation by and on behalf of the Board of Directors
of the Company of proxies for use at the 1996 Annual Meeting of
Shareholders of the Company ("Annual Meeting") to be held on
Wednesday, August 7, 1996, at 10:00 a.m., local time, at The
Houstonian Hotel & Conference Center, 111 Post Oak Lane,
Houston, Texas, and any adjournment thereof. This Proxy
Statement and the accompanying proxy card are being first mailed
to shareholders on or about July 8, 1996.
The execution and return of the enclosed proxy will not in
any way affect a shareholder's right to attend the Annual
Meeting. Furthermore, a shareholder may revoke his or her proxy
at any time before it is exercised (a) by filing with the
Secretary of the Company a written revocation or a duly executed
proxy bearing a later date, or (b) by appearing and voting in
person at the Annual Meeting. Unless otherwise marked, properly
executed proxies in the form of the accompanying proxy card will
be voted (i) FOR the election of the five nominees to the Board
of Directors of the Company listed below, (ii) FOR approval of
the proposed amendment to the Company's Amended and Restated
Articles of Incorporation and (iii) FOR approval of the proposed
amendment to the Company s 1992 Stock Option Plan.
On June 28, 1996, the record date for determination of
shareholders entitled to notice of and to vote at the Annual
Meeting, the Company had outstanding 19,005,235 shares of Common
Stock. The holders of Common Stock are entitled to one vote per
share. The Common Stock is the only class of voting securities
outstanding. The presence at the meeting in person or by proxy
of the holders of a majority of the outstanding shares entitled
to vote is necessary to constitute a quorum.
ELECTION OF DIRECTORS
Pursuant to the Company's bylaws, the Board of Directors
currently consists of six positions. Five Directors will be
elected at the Annual Meeting to serve until the next annual
meeting and until their successors are elected and qualified.
The Board of Directors has determined not to fill the vacancy
created by the retirement of Richard Roberson, Jr. at this time
but may do so in the future in accordance with the Company's
bylaws. A plurality of the votes cast in person or by proxy by
the holders of Common Stock is required to elect each director.
Accordingly, under Louisiana law, the Company's Amended and
Restated Articles of Incorporation and bylaws, abstentions and
broker non-votes (which occur if a broker or other nominee does
not have discretionary authority and has not received
instructions with respect to the particular item) are not counted
and have no effect on the election of directors. Unless
otherwise indicated on the proxy, the persons named as proxies in
the enclosed proxy will vote in favor of the nominees listed
below. Each of the nominees is now a director of the Company and
was nominated by the Board of Directors. Although the Board of
Directors has no reason to believe that any of the nominees will
be unable to serve if elected, should any of the nominees become
unable to serve prior to the Annual Meeting, the proxies will be
voted for the election of such other persons as may be nominated
by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
OF THE NOMINEES NAMED BELOW.
Set forth below is the name and certain information
regarding each of the five nominees for election as a director:
William J. Dore , 53, is the Company's founder and has been
Chairman of the Board of Directors, President and Chief Executive
Officer since 1973. Mr. Dore has over 25 years of experience in
the diving and marine construction industry and is a past
President of the Association of Diving Contractors. Mr. Dore
received an M.Ed. degree from McNeese State in 1966. Mr. Dore is
currently a member of the executive committee of the board of
directors of the National Ocean Industries Association.
Michael J. Pollock, 50, joined the Board of Directors of the
Company in 1992 and was named Vice President, Chief Financial
Officer and Treasurer in April 1996. From September 1990 to
December 1992, he was Treasurer and Chief Financial Officer of
the Company and was Vice President, Chief Administrative Officer
from December 1992 until April 1996. From 1982 until September
1990, Mr. Pollock practiced public accounting and from August
1986 through June 1987, he also served as Vice President,
Treasurer and Chief Financial Officer of Associated Grocers Inc.,
until that company was sold. From 1974 to 1981, he served as
Treasurer and Chief Financial Officer of Affiliated Foods, Inc.
Mr. Pollock served as Senior Internal Auditor for Gulf Oil
Corporation from 1967 to 1974. Mr. Pollock received a B.S.
degree from the University of Southwestern Louisiana in 1967.
Mr. Pollock is a certified public accountant and a certified
internal auditor.
James C. Day, 53, joined the Board of Directors of the
Company in February 1993. He has been Chairman of the Board of
Directors of Noble Drilling Corporation, a Houston, Texas based
offshore drilling contractor, since October 1992, and has been
President and Chief Executive Officer of Noble Drilling since
January 1984. Mr. Day has held executive positions with the
International Association of Drilling Contractors, the National
Ocean Industries Association, and the Independent Petroleum
Association of America. Mr. Day received a B.S. degree in
Business Administration from Phillips University. In addition to
being a director of Noble Drilling Corporation, Mr. Day is a
director of Noble Affiliates, Inc.
Edward P. Djerejian, 57, joined the Board of Directors of
the Company in February 1996. Since August 1994 Mr. Djerejian
has been the director of the James A. Baker II Institute of
Public Policy at Rice University. A former United States
Ambassador, he was nominated by President Clinton to serve as
U.S. Ambassador to Israel in 1993. During his more than thirty
years in the United States Foreign Service, he has served as
deputy chief of the U.S. mission to the Kingdom of Jordan, as
U.S. Ambassador to the Syrian Arab Republic, and as Assistant
Secretary of State for Near Eastern Affairs under Presidents Bush
and Clinton. Mr. Djerejian received the Department of State's
Distinguished Service Award in 1993 and the President's
Distinguished Service Award in 1994. He is a graduate of the
School of Foreign Service at Georgetown University and serves on
the Board of Directors of Occidental Petroleum.
Myron J. Moreau, 62, joined the Board of Directors of the
Company in February 1993. Mr. Moreau is retired from Chevron
U.S.A. Inc. where he had been employed for 31 years. From 1990
until 1992, he was General Manager of Support Services for
Chevron's Gulf of Mexico Production Business Unit, and from 1988
until 1990, he was Division Manager at Chevron in Lafayette,
Louisiana. Prior to 1988, he held various domestic and foreign
assignments with Chevron, including assignments in the United
Kingdom and Indonesia. Mr. Moreau received a degree in Chemical
Engineering from the University of Southwestern Louisiana in
1959.
DIRECTORS AND COMMITTEES
Attendance and Fees
The Company's Board of Directors held five meetings in
fiscal 1996. Each director attended all meetings of the Board of
Directors and the committees on which he served during fiscal
1996.
All non-employee directors of the Company are entitled to
receive an annual retainer of $20,000, paid semiannually, and are
reimbursed for ordinary and necessary expenses incurred in
attending Board or committee meetings. Each non-employee
director receives a $650 meeting fee for each Board meeting or
committee meeting attended. In addition, each non-employee
director of the Company receives an annual award of 1,000 shares
of Common Stock on August 1 of each year pursuant to the
Company's Non-Employee Director Stock Plan (the "Directors
Plan"). The aggregate fair market value of the shares of Common
Stock received by a non-employee director in any one year,
however, may not exceed 75% of such director's cash compensation
for his or her services as a director of the Company for the
immediately preceding twelve months. If the fair market value of
the shares awarded on any August 1 exceeds this limitation,
the number of shares awarded will be automatically reduced. No
shares received by a non-employee director through the Directors
Plan may be transferred for a period of six months, except in the
case of death or disability. No more than 20,000 newly issued
and treasury shares may be issued to non-employee directors of
the Company under the Directors Plan and no shares may be granted
after December 2002. Messrs. Day and Moreau each received awards
of 600 shares of Common Stock under the Directors Plan on
August 1, 1993 and 1994 and 1,000 shares on August 1, 1995.
Committees
The Board of Directors has established the following
standing committees:
Audit Committee. The Audit Committee annually reviews and
recommends to the full Board of Directors the firm to be engaged
to audit the accounts of the Company and its subsidiaries.
Additionally, the Audit Committee reviews with such independent
auditor the plan and results of the auditing engagement and the
scope and results of the Company's procedures for internal
auditing, makes inquiries as to the adequacy of internal
accounting controls, and considers the independence of the
auditors. During fiscal 1996, the Audit Committee held three
meetings. The Audit Committee is comprised of three directors:
Mr. Myron J. Moreau (Chairman), Mr. James C. Day, and Mr. Edward
P. Djerejian.
Compensation Committee. The Compensation Committee's
responsibility is to approve the compensation arrangements for
senior management of the Company, including establishment of
salaries and bonuses and other compensation for executive
officers of the Company; to approve any compensation plans in
which officers and directors of the Company are eligible to
participate and to administer such plans, including the granting
of stock options or other benefits under any such plans; and
review significant issues that relate to changes in benefit
plans. The Compensation Committee held one meeting during fiscal
1996. The Compensation Committee is comprised of three
directors: Mr. James C. Day (Chairman), Mr. Myron J. Moreau and
Mr. Edward P. Djerejian.
Certain Transactions
The Company leases an office building and adjacent land on
which it has built a training facility in Lafayette, Louisiana
from William J. Dore , the Chairman of the Board and principal
shareholder of the Company. The lease agreements with Mr. Dore
for the Lafayette office building and adjacent land currently
provide for aggregate monthly lease payments of $3,917 and expire
on December 31, 1998. The Company made aggregate lease payments
to Mr. Dore under these lease agreements of $47,004 during fiscal
1996.
SECURITY OWNERSHIP
The table below sets forth the ownership of the Company's
Common Stock, as of June 28, 1996, by (i) each of the Company's
directors and nominees to become a director, (ii) each executive
officer named in the Summary Compensation Table included under
"Compensation of Executive Officers," (iii) all directors and
executive officers of the Company as a group and (iv) each person
known by the Company to own beneficially 5% or more of the
outstanding Common Stock. Except as otherwise indicated, the
persons listed below have sole voting power and investment power
over the shares beneficially held by them.
Shares Owned
Beneficially
Name Number Percent
William J. Dore (1) . . . . . . . . 7,954,062 41.9
Michael J. Pollock(2) . . . . . . . . 26,451 *
Richard E. Roberson, Jr.(2) . . . . . 44,862 *
Robert L. Tucker(2) . . . . . . . . . 15,989 *
Lawrence C. McClure(2) . . . . . . . . 7,660 *
James C. Day . . . . . . . . . . . . . 2,200 *
Myron J. Moreau . . . . . . . . . . . 2,200 *
Edward P. Djerejian . . . . . . . . . . . 0 *
All directors and executive officers as a group
(10 persons)(1)(2) . . . . . . . 8,048,420 42.3
* Less than 1%
(1) Includes 262,864 shares held by the Company's Retirement
Plan of which Mr. Dore acts as Trustee. Mr. Dore disclaims
beneficial ownership of any of such shares except the 53,216
shares held by the Retirement Plan allocated to his account.
(2) Includes shares issued pursuant to restricted stock awards
granted to Mr. Pollock (3,530 shares); Mr. McClure (2,400
shares) and all directors and executive officers as a group
(12,070 shares), shares allocated to such person's account
in the Retirement Plan as follows: Mr. Pollock --205; Mr.
Roberson --331; Mr. McClure --710; and all directors and
executive officers as a group --262,864 and the shares
issuable upon exercise of stock options exercisable within
60 days as follows: Mr. Pollock - 20,400; Mr. Roberson - 0;
Mr. Tucker -14,000; Mr. McClure - 3,900; and all directors
and executive officers as a group - 67,390.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the cash compensation paid or
accrued for services rendered in all capacities to the Company
during the last three fiscal years to the Company's Chief
Executive Officer and each of the Company's other executive
officers who earned more than $100,000 in salary and bonus in
fiscal year 1996 (the "Named Executives").
Long Term
Annual Compensation Compensation
Other
Name and Fiscal Annual Securities
Principal Year Salary ($) Bonus ($)(1) Compensation Underlying
Position ($) Options (#)
William J. Dore 1996 275,000 -- 30,215 --
Chairman of 1995 275,000 -- 15,805 --
the Board, 1994 250,000 -- 17,450 --
President &
Chief Executive
Officer
Robert L. Tucker(3)1996 134,375 -- 396 10,000
Vice President, 1995 150,000 -- 688 --
Operations 1994 12,500 -- -- 40,000
Richard E. 1996 145,000 -- -- --
Roberson, Jr(4) 1995 145,000 14,175 -- --
Vice President and 1994 140,417 -- 13,977 --
Chief Financial
Officer
Michael J. Pollock 1996 93,708 9,927 1,725 --
Vice President 1995 83,000 18,627 758 10,000
and Chief 1994 75,667 -- 1,523 16,000
Administrative
Officer
Lawrence C. 1996 84,750 18,930 11,000 10,000
McClure 1995 72,000 12,469 5,663 8,000
Vice President 1994 64,133 -- 1,633 2,000
(1) Includes portion of salary deferred under the Company's
Profit Sharing and Retirement Plan.
(2) Primarily expenditures paid by the Company for Mr. Dore's
personal account which were not reimbursed and were
included in his income for tax purposes. For Mr. Roberson
the amounts relate primarily to his relocation to Lafayette
and were included in his income for tax purposes.
(3) Mr. Tucker joined the Company in March 1994.
(4) Mr. Roberson retired in April 1996.
The following table contains information concerning grants
of stock options under the Company's 1992 Stock Option Plan to
the Named Executives during fiscal year 1996:
Option Grants in Last Fiscal Year
Individual Grants
Potential Realizable
% of Value at
Total Exercise Assumed Annual Rate of
Options Options Price Expira- Stock Price Appreciation
Name Granted Granted Per tion for Option Term ($)
(1) to Share Date 5% 10%
Employees ($)
in Fiscal
Year
William J.
Dore --- --- --- --- --- ---
Robert L.
Tucker 10,000 4.2 11.125 8-15-05 69,965 177,304
Richard E.
Roberson,Jr. --- --- --- --- --- ---
Michael J.
Pollock --- --- --- --- --- ---
Lawrence C.
McClure 10,000 4.2 12.438 11-10-05 78,222 198,230
___________
(1) Mr. Tucker's options were granted in August 1995 and Mr.
McClure's options were granted in November 1995. All of the
options vest 20% on each anniversary of their date of grant.
(2) The potential realizable value reflects price appreciation
above the stock option exercise price.
The table below sets forth the aggregate option exercises
during the last fiscal year and the value of outstanding options
at year end held by the Named Executives.
Aggregated Option Exercises During Fiscal Year 1996 and Option
Values at Year End
Number of Value of
Securities Unexercised
Underlying In-the-
Unexercised Money
Options at Options at
Year End($)(1)
End(#)
Shares Value Exercisable/ Exercisable/
Acquired Realized Unexercisable Unexercisable
on ($)
Exercise(#)
William J. Dore -- -- -- / -- 0 / 0
Robert L. Tucker 4,000 42,000 12,000/34,000 156,000/410,750
Richard E. -- -- 30,000/20,000 412,500/275,000
Roberson, Jr
Michael J. -- -- 20,400/21,600 291,420/286,940
Pollock
Lawrence C. 3,000 17,505 3,900/19,100 51,953/198,423
McClure
(1) Based on the difference between the closing sale price of
the Common Stock of $21.00 on March 31, 1996, and the exercise
price.
The Company's 1992 Stock Option Plan (the "Option Plan")
provides that, upon a change of control, the Compensation
Committee may accelerate the vesting of options, cancel options
and make payments in respect thereof in cash in accordance with
the Option Plan, adjust the outstanding options as appropriate to
reflect such change of control, or provide that each option shall
thereafter be exercisable for the number and class of securities
or property that the optionee would have been entitled to had the
option already been exercised. The Option Plan provides that a
change of control occurs if any person, entity or group (other
than William J. Dore and his affiliates) acquires or gains
ownership or control of more than 50% of the outstanding Common
Stock or, if after certain enumerated transactions, the persons
who were directors before such transaction cease to constitute a
majority of the Board of Directors.
Compensation Committee Report on Executive Compensation
This report is submitted in response to the Securities and
Exchange Commission rules which require the inclusion of a report
from the Compensation Committee of the Board of Directors which
discusses the compensation policies for executive officers and
the committee's rationale for compensation paid to the chief
executive officer including the specific relationship of
corporate performance to executive compensation.
Executive compensation at the Company is administered by the
Compensation Committee of the Board of Directors. It is the
Compensation Committee's responsibility to set the compensation
philosophy for the Company's executive officers, to approve and
administer the Company's incentive and benefit plans, to monitor
the performance and compensation of executive officers and other
key employees and to set compensation and make awards under the
Company's incentive plans that are consistent with the Company's
compensation philosophy and the performance of the Company and
its executive officers. The Compensation Committee believes that
shareholders are best served when the compensation structure for
executive officers focuses them on building long-term shareholder
value while not neglecting current earnings. Total compensation
for the Company's Chief Executive Officer is based upon the same
factors and determined in the same way as the Company's other
executive officers.
The Company's executive compensation program consists of
three principal elements: (1) base salary, (2) annual incentive
compensation awards, which provide for cash bonuses based on
overall Company performance as well as individual performance,
and (3) the Restricted Stock Plan and the Option Plan, which
provide long-term incentives that are intended to align the
interests of executive officers with those of shareholders. The
annual incentive compensation awards, bonuses, Restricted Stock
Plan and Option Plan constitute the performance-based portion of
total compensation.
Historically, the Compensation Committee has established
base salary levels of the Chief Executive Officer and other
executive officers after review of salary survey data of other
companies in the oil service industry having annual sales or
revenues generally similar in size to the Company, with
particular emphasis given to those other companies in the same
geographic area as the Company. By reviewing the salary data of
such other companies from time to time, the Compensation
Committee intends to try to ensure that the base salaries
established by the Compensation Committee are generally within
the range of base salaries paid by the other companies. The base
salary established for each executive officer also takes into
account the executive s particular experience and level of
responsibility. Base salaries of the executive officers are
reviewed annually, with adjustments made based on any updated
salary data reviewed, increases in the cost of living, job
performance of the executive officer, and the expansion of duties
and responsibilities, if any, of the executive officer. For
fiscal 1996, the Compensation Committee did not increase the base
salary of the Chief Executive Officer but increased the base
salary of the other executive officers by amounts ranging from 0%
to 41%.
The annual incentive compensation awards enable executive
officers and other key employees of the Company to earn annual
cash bonuses, based upon the Company's financial results meeting
or exceeding budget. Based upon the Company's performance in
fiscal 1996 relative to the budget established for fiscal 1996,
the Compensation Committee recommended (which recommendation was
adopted by the Board of Directors) that incentive compensation
awards totaling $2.0 million be paid to 839 employees in November
1996 and that a $1.6 million contribution be made to the
Company's defined contribution profit sharing retirement plan.
The Chief Executive Officer received no incentive compensation
award and the other executive officers received awards totaling
$11,020 (ranging from 0% to 2.7% of their fiscal 1996
compensation).
The long-term incentive portion of the Company's executive
compensation scheme is administered through the Company's
Restricted Stock Plan and the Option Plan, each established by
the Board of Directors of the Company to provide a means by which
certain employees of the Company, including executive officers,
could develop an economic interest, through ownership in the
Company's Common Stock, in the financial success of the Company.
After reviewing the stock option and restricted stock award
position of each executive officer, the Compensation Committee
made awards to certain executive officers and other key
employees, in order to enhance the recipients' desire to remain with
the Company and devote their best efforts to its business by more
closely aligning the executives' and shareholders' long-term
interests. The Company granted 10,000 incentive stock options to
Mr. Tucker and Mr. McClure during fiscal 1996. The Company did
not grant any stock options or restricted stock awards during
fiscal 1996 to any of the other executive officers named in the
Summary Compensation Table.
Section 162(m) of the Internal Revenue Code ("Section
162(m)"), enacted in 1993 imposes a limit of $1 million, with
certain exceptions, on the amount that a publicly held
corporation may deduct in any year for the compensation paid or
accrued with respect to each of its chief executive officers and
four other most highly compensated executive officers. None of
the Company's executive officers currently receives compensation
exceeding the limits imposed by the Section 162(m). While the
Compensation Committee cannot predict with certainty how the
Company's executive compensation might be affected in the future
by the Section 162(m) or applicable tax regulations issued
thereunder, the Compensation Committee intends to try to preserve
the tax deductibility of all executive compensation while
maintaining the Company's executive compensation program as
described in this report.
Compensation Committee
James C. Day, Chairman
Myron J. Moreau
COMPARATIVE STOCK PERFORMANCE
The Performance Graph below compares the cumulative total
shareholder return on the Company's Common Stock, based on the
market price of the Common Stock, with the cumulative total
return of the Standard & Poor's 500 Index (the "S&P 500 Index")
and a weighted index of a group of five companies in the
Company's and related industries. The Current Peer Group is
comprised of Stolt Comex Seaway (which replaced Hornbeck Offshore
Services Inc.), Noble Drilling Corporation, Jay Ray McDermott,
Inc. (which replaced Offshore Pipelines, Inc.), Oceaneering
International, Inc., and Offshore Logistics, Inc. The Original
Peer Group is comprised of Hornbeck Offshore Services, Inc.
(until March 13, 1996 when it ceased to be publicly traded),
Noble Drilling Corporation, Oceaneering International, Inc.,
Offshore Logistics, Inc. and Offshore Pipelines, Inc. (until
January 13, 1995 when it ceased to be publicly traded).
Cumulative total return is based on annual total return, which
assumes reinvested dividends for the period shown in the
Performance Graph and assumes that $100 was invested on February
10, 1993 (the date of the Company's initial public offering), in
each of Global, the S&P 500 Index and the Peer Group. The Peer
Group investment is weighted based on the market capitalization
of each individual company within the Peer Group. The results
shown in the graph below are not necessarily indicative of future
performance.
Comparison of Cumulative Total Return
Feb 10 Mar 31 Mar 31 Mar 31 Mar 31
1993 1993 1994 1995 1996
Global Industries, Ltd. $100 $120 $126 $153 $290
Current Peer Group $100 $110 $109 $97 $135
Original Peer Group $100 $113 $120 $120 $189
S&P 500 $100 $102 $103 $120 $157
PROPOSAL TO AMEND
THE COMPANY'S ARTICLES OF INCORPORATION
Description of the Proposed Amendment and Vote Required
On June 20, 1996, the Board of Directors declared a two-for-
one Common Stock split in the form of a 100% stock dividend (the
Stock Split ), subject to approval at the Annual Meeting of an
increase in the authorized number of shares of Common Stock, and
unanimously adopted resolutions approving a proposal to amend
Article III of the Company's Amended and Restated Articles of
Incorporation in order to (i) increase the number of shares of
Common Stock which the Company is authorized to issue from
25,000,000, par value $.01 per share, to 150,000,000, par value
$.01 per share, and (ii) increase the number of shares of
Preferred Stock which the Company is authorized to issue from
5,000,000, par value $.01 per share, to 30,000,000, par value
$.01 per share. The Board of Directors determined that such
amendment is advisable and directed that the proposed amendment
be considered at the Annual Meeting.
Accordingly it is proposed to amend paragraph A of Article
III of the Company's Amended and Restated Articles of
Incorporation to read as follows:
A. The total authorized capital stock of the Corporation
is One Hundred Fifty Million (150,000,000) shares of Common
Stock of $0.01 par value per share and Thirty Million
(30,000,000) shares of Preferred Stock of $0.01 par value
per share.
Purposes and Effects of the Proposal
The proposed amendment will increase the total number of
authorized shares of Common Stock by an amount substantially in
excess of the amount necessary to effect the Stock Split and
cover outstanding and future option grants and will ensure that
the Company continues to have sufficient shares of Common Stock
available for future issuances from time to time as approved by
the Board of Directors for proper corporate purposes, including
acquisitions, equity financings and employee incentive plans. In
addition, it is desirable to have authorized stock available for
possible additional future stock dividends or stock splits. If
the proposed amendment is adopted, there would be approximately
128,072,000 authorized shares of Common Stock that are not
outstanding or reserved for issuance. The Company, as of
June 28, 1996, had 19,033,769 shares of Common Stock issued, of
which 28,534 were held in the treasury of the Company. Of the
additional shares provided for by the proposed amendment, as of
June 28, 1996, approximately 24,821,000 shares would be required
to be reserved for issuance under the Company's stock
compensation plans and to effect the Stock Split. The additional
shares of Common Stock will be a part of the existing class of
Common Stock and, if and when issued, will have the same rights
and privileges as the shares of Common Stock presently issued and
outstanding. The holders of Common Stock of the Company are not
entitled to preemptive rights or cumulative voting.
In determining to seek shareholder approval of an increase
in the number of authorized shares of the Company's Preferred
Stock, the Board of Directors concluded that it was advisable and
in the best interests of the shareholders to provide the Company
greater flexibility with respect to the use of preferred shares
for appropriate corporate purposes, including acquisitions and
financings. The Board of Directors currently has the authority,
without further action by shareholders, to issue up to 5,000,000
shares of Preferred Stock, with such rights, preferences and
privileges as the Board may determine. Such rights, preferences
and privileges may include extraordinary voting, dividend,
redemption or conversion rights, which could in certain
circumstances discourage an unsolicited tender offer or takeover
proposal. The proposed increase in the authorized number of
shares of Preferred Stock to 30,000,000 would not affect the
authority of the Board of Directors on these matters, but would
facilitate, for example, a broader issuance of Preferred Stock
than is presently possible.
An increase in the authorized number of shares of Preferred
Stock and Common Stock could make more difficult, and thereby
discourage, attempts to acquire control of the Company, even
though shareholders of the Company may deem such an acquisition
to be desirable. Issuance of shares of Preferred Stock and
Common Stock could dilute the ownership interest and voting power
of shareholders of the Company who are seeking control of the
Company. Shares of Preferred Stock or Common Stock could be
issued in a private placement to one or more persons or
organizations sympathetic to management and opposed to any
takeover bid, or under other circumstances that could make more
difficult, and thereby discourage, attempts to acquire control of
the Company. To the extent that it impedes any such attempts,
the proposed amendment may serve to perpetuate management.
Management currently has no agreements, plans or
arrangements to issue shares of Preferred Stock or Common Stock
(other than issuing shares of Common Stock in connection with the
Stock Split or pursuant to employee stock options and other stock
related benefit plans), but would consider issuing additional
shares if market or other conditions indicated that such a course
of action was advisable.
The board of directors has concluded that the potential
benefits of the amendment to the Company and its shareholders
outweigh the possible disadvantages.
Purposes and Effects of the Stock Split
The Board of Directors anticipates that the increase in the
number of outstanding shares of Common Stock of the Company
resulting from a Stock Split will place the market price of the
Common Stock in a range more attractive to investors,
particularly individuals, and may result in a broader market for
the shares. The Company will apply for listing on the NASDAQ
National Market, where shares of the Company's Common Stock are
listed for trading, of the additional shares of Common Stock to
be issued.
If the proposed amendment is adopted and the Stock Split
effected, each shareholder of record of Common Stock at the close
of business on August 16, 1996, would be the record owner of,
and entitled to receive a certificate or certificates
representing one additional share of Common Stock for each share
of Common Stock then owned of record by such shareholder. Each
shareholder of record of Common Stock as of the close of business
on August 16, 1996, will be mailed a stock certificate for one
additional share of Common Stock for each share held by that
shareholder at that time. Consequently, certificates
representing shares of Common Stock should be retained by each
shareholder and should not be returned to the Company or to its
transfer agent, as it will not be necessary to submit outstanding
certificates for exchange.
The Company has been advised by legal counsel that the
proposed Stock Split would result in no gain or loss or
realization of taxable income to owners of Common Stock under
existing United States Federal income tax laws. The cost basis
for tax purposes of each new share and each retained share of
Common Stock would be equal to one-half of the cost basis for tax
purposes of the corresponding share immediately preceding the
Stock Split. The laws of jurisdictions other than the United
States may impose income taxes on the issuance of the additional
shares and shareholders are urged to consult their tax advisors.
If the shareholders dispose of their shares subsequent to
the Stock Split, they may pay higher brokerage commissions on the
same relative interest in the Company because that interest is
represented by a greater number of shares. Shareholders may wish
to consult their respective brokers to ascertain the brokerage
commission that would be charged for disposing of the greater
number of shares.
In accordance with the Company's 1992 Stock Option Plans,
Restricted Stock Plan, 1995 Employee Stock Purchase Plan and Non-
Employee Director Stock Plan, it will be necessary to make
appropriate adjustments in the number of shares and price of
Common Stock reserved for issuance pursuant to such plans. From
the effective date of the proposed Stock Split, shares reserved
for issuance pursuant to exercise of options or awards granted
under such plans will be doubled and the exercise price per
share, where applicable, divided by two.
If the proposed amendment is adopted and the Stock Split
effected, the value of the Company's Common Stock account will be
increased to reflect the additional shares issued at par value
$.01 per share and the value of the retained earnings account
will be reduced by the same amount with no overall effect of
shareholder's equity. The number of shares issued and
outstanding, and reserved for issuance would double.
Effective Date of Proposed Amendment and Issuance of Shares for
Stock Split
If the proposed amendment to Article III of the Amended and
Restated Articles of Incorporation of the Company is adopted by
the required vote of shareholders, such amendment will become
effective as soon after the Annual Meeting as it is filed with
the Secretary of State of Louisiana.
The record date for the determination of the owners of
Common Stock entitled to a certificate or certificates
representing the additional shares resulting from the Stock Split
is August 16, 1996. Please do not destroy or send your present
stock certificates to the Company. If the proposed amendment is
adopted, those certificates will remain valid for the number of
shares shown thereon, and should be carefully preserved by you.
You will be mailed certificates only for the additional shares to
which you are entitled. It is planned that certificates for
additional shares will be mailed on August 28, 1996.
Required Vote
The affirmative vote of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Annual
Meeting is required for approval of the proposed amendment to the
Amended and Restated Articles of Incorporation, which approval is
a condition to the Stock Split. Accordingly under Louisiana law,
the Company's Amended and Restated Articles of Incorporation and
bylaws, abstentions and broker non-votes have the same legal
effect as a vote against this proposed amendment. The persons
named in the proxy intend to vote for the adoption of the
proposed amendment to Article III of the Company's Amended and
Restated Articles of Incorporation, unless otherwise instructed.
Recommendation of the Board of Directors
The Board of Directors of the Company recommends a vote FOR
the proposal to amend Article III of the Company's Amended and
Restated Articles of Incorporation.
PROPOSAL TO APPROVE AMENDMENT TO
THE 1992 STOCK OPTION PLAN
The Company's 1992 Stock Option Plan, the principal terms of
which are set forth below, was adopted by shareholder approval in
1993 and amended in 1995. The Option Plan constitutes the key
element of the Company's long-term incentive compensation, which
is intended to attract, retain and motivate executive officers
and key employees of the Company and to align their interests
with the shareholders' interests.
The Amendment
The Board adopted and proposes that the shareholders approve
an amendment to the Option Plan (the "Option Plan Amendment")
that increases the number of shares of the Company's Common Stock
for which options may be granted under the Option Plan by 600,000
shares to 2,400,000 shares (4,800,000 if the charter amendment
and Stock Split previously described under "Proposal to Amend The
Company's Articles of Incorporation" is approved), thereby
increasing the number of shares currently available for grants of
options from 607,374 to 1,207,374 ( 2,414,748 if the charter
amendment is approved).
The Board of Directors has determined that the amount
currently available is insufficient to continue to meet the
Company's needs under its long-term compensation program. In
addition, the Board of Directors believes the availability of
additional shares is necessary to provide the Company with
adequate flexibility to attract and hire new executives and other
key employees as the Company grows.
General
The Option Plan provides that options for a maximum of
1,800,000 shares of Common Stock may be granted (2,400,000 if the
Option Plan Amendment is adopted), subject to adjustment in the
event of stock dividends, stock splits and certain other events)
and that no options may be granted under the Option Plan after
December 2002. If the Option Plan Amendment is approved
approximately 1,207,374 shares will be available for grants (
2,414,748 if the charter amendment is approved). The Option Plan
is administered by the Compensation Committee and provides for
grants of incentive and nonqualified options as defined by the
Internal Revenue Code of 1996, as amended (the Code ). Under
the Option Plan, options may be granted to employees, including
executive officers of Global and its subsidiaries, as determined
by the Compensation Committee. Options granted under the Option
Plan have a maximum term of ten years and, subject to certain
exceptions, are not transferable. The exercise price and the
number of shares subject to each option, the time at which each
option (or portion thereof) becomes exercisable and the duration
of the option are determined by the Compensation Committee;
provided that the exercise price of incentive options may not be
less than 100% of the fair market value of the shares subject to
the option on the date of grant and the exercise price of
nonqualified options may not be less than 85% of the fair market
value of the shares subject to the option on the date of the
grant. The maximum number of shares that may be subject to
options granted to an individual during any calendar year is
200,000 (subject to adjustment in certain circumstances). The
exercise price with respect to any option may be paid in cash or,
if authorized by the Compensation Committee, in whole or in part,
by delivery of shares of Common Stock.
The Option Plan provides that, upon a change of control, the
Compensation Committee may accelerate the vesting of options,
cancel options and make payments in respect thereof in cash in
accordance with the Option Plan, adjust the outstanding options
as appropriate to reflect such change of control, or provide that
each option shall thereafter be exercisable for the number and
class of securities or property that the optionee would have been
entitled to had the option been exercised prior to the change of
control. The Option Plan provides that a change of control
occurs if any person, entity or group (other than William J. Dore
and his affiliates) acquires or gains ownership or control of
more than 50% of the outstanding Common Stock or, if after
certain enumerated transactions, the persons who were directors
before such transaction cease to constitute a majority of the
Board of Directors.
The Board of Directors may amend the Option Plan as it deems
advisable, except that it may not, without further approval of
the shareholders of the Company, materially increase the benefits
accruing to the participants, increase the number of shares
subject to the Option Plan, extend the maximum period during
which the options may be granted or exercised, modify the
requirements as to the eligibility for participation in the
Option Plan, or alter the provisions relating to grants of
options to non-employee directors. The Board may terminate the
Option Plan at any time. Termination of the Option Plan will not
affect the rights of the optionees or their successors under any
options outstanding and not exercised in full on the date of
termination.
Federal Income Tax Aspects
Nonqualified Options. As a general rule, no federal income
tax is imposed on the optionee upon the grant of a nonqualified
option such as those under the Option Plan and the Company is not
entitled to a tax deduction by reason of such grant. Generally,
upon the exercise of a nonqualified option, the optionee will be
treated as receiving compensation taxable as ordinary income in
the year of exercise in an amount equal to the excess of the fair
market value of the shares on the date of exercise over the
option price paid for such shares. There is no item of tax
preference upon such exercise. Upon the exercise of a
nonqualified option, the Company may claim a deduction for
compensation paid at the same time and in the same amount as
compensation income is recognized to the optionee assuming any
federal income tax withholding requirements are satisfied.
However, if the exercise price of the nonqualified option was
less than 100% of the fair market value of the shares subject to
the option on the date of grant, then, pursuant to Section 162(m)
of the Code, the Company's deduction for such compensation may be
limited (or the Company may receive no deduction) if the optionee
is the Company's chief executive officer or is among the four
highest compensated officers of the Company (other than the chief
executive officer). Upon a subsequent disposition of the shares
received upon exercise of a nonqualified option, any appreciation
after the date of exercise should qualify as capital gain. If
the shares purchased upon the exercise of an option are
transferred to the optionee subject to certain restrictions, then
the taxable income realized by the optionee, unless the optionee
elects otherwise, and the Company's tax deduction (assuming any
Federal income tax withholding requirements are satisfied),
should be deferred and should be measured at the time the
restriction lapse. The restriction imposed on officers,
directors and 10% shareholders by Section 16(b) of the Securities
Exchange Act of 1934, as amended, is such a restriction during
the period prescribed thereby.
Incentive Options. The incentive options are intended to
constitute incentive stock options within the meaning of
Section 422(b) of the Code. Incentive options are subject to
special federal income tax treatment. No federal income tax is
imposed on the optionee upon the grant or the exercise of an
incentive option if the optionee does not dispose of shares
acquired pursuant to the exercise within the two-year period
beginning on the date the option was granted or within the one-
year period beginning on the date the option was exercised
(collectively, the "holding periods"). In such event, the
Company would not be entitled to any deduction for federal income
tax purposes in connection with the grant or exercise of the
option or the disposition of the shares so acquired. With
respect to an incentive option, the difference between the market
value of the Common Stock on the date of exercise and the
exercise price must be included in the optionee's alternative
minimum taxable income. However, if the optionee exercises an
incentive option and disposes of the shares received in the same
year and the amount realized is less than the fair market value
of the shares on the date of exercise, the amount included in
alternative minimum taxable income will not exceed the amount
realized over the adjusted basis of the shares.
Upon disposition of the shares received upon exercise of an
incentive option after the holding periods, any appreciation of
the shares above the exercise price should constitute capital
gain. If an optionee disposes of shares acquired pursuant to his
exercise of an incentive option prior to the end of the holding
periods, the optionee will be treated as having received, at the
time of disposition, compensation taxable as ordinary income. In
such event, the Company may claim a deduction for compensation
paid at the same time and in the same amount as compensation is
treated as received by the optionee. The amount treated as
compensation is the excess of the fair market value of the shares
at the time of exercise (or in the case of a sale in which a loss
would be recognized, the amount realized on the sale if less)
over the exercise price; any amount realized in excess of the
fair market value of the shares at the time of exercise would be
treated as short-term or long-term capital gain, depending on the
holding period of the shares.
Except as described above, there are no federal income tax
effects to the Company upon the issuance of shares of Common
Stock pursuant to the exercise of options granted under the
Option Plan or upon the disposition of shares acquired pursuant
to such exercise.
Options to be Granted under the Option Plan
No options for the additional shares to be added in the
Option Plan pursuant to the Option Plan Amendment have been
granted. As indicated above, the Compensation Committee has the
power to determine, among other things, those employees to be
granted options and the number of shares subject to each option.
As a result, the number of options to be granted in the future to
executive officers is not determinable.
Vote Required
The affirmative vote of the holders of a majority of the
shares of Common Stock represented in person or by proxy and
entitled to vote at the Annual Meeting is required for approval
of the Option Plan Amendment, which approval is a condition to
the effectiveness of the Option Plan Amendment. Accordingly
under Louisiana law, the Company's Amended and Restated Articles
of Incorporation and bylaws, abstentions have the same legal
effect as a vote against this proposal, but a broker non-vote is
not counted. The persons named in the proxy intend to vote for
the adoption of the Amendment to the Option Plan, unless
otherwise instructed.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE OPTION
PLAN AMENDMENT.
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Shareholders may propose matters to be presented at
shareholders' meetings and may also nominate persons to be
directors, subject to the formal procedures that have been
established.
Proposals for 1997 Annual Meeting
Pursuant to rules promulgated by the Securities and Exchange
Commission, any proposals of shareholders of the Company intended
to be presented at the Annual Meeting of Shareholders of the
Company to be held in 1997 and included in the Company's proxy
statement and form of proxy relating to that meeting, must be
received at the Company's principal executive offices, 107 Global
Circle, Lafayette, Louisiana 70503, no later than March 10, 1997.
Such proposals must be in conformity with all applicable legal
provisions, including Rule 14a-8 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as
amended.
In addition to the Securities and Exchange Commission rules
described in the preceding paragraph, the Company's bylaws
provide that for business to be properly brought before any
annual meeting of shareholders, it must be either (i) specified
in the notice of meeting (or any supplement thereto) given by or
at the direction of the Board of Directors, (ii) otherwise
brought before the meeting by or at the direction of the Board of
Directors, or (iii) otherwise properly brought before the meeting
by a shareholder of the Company who is a shareholder of record at
the time of giving of the required notice described below, who
shall be entitled to vote at such meeting and who complies with
the following notice procedures. For business to be brought
before an annual meeting by a shareholder of the Company, the
shareholder must have given timely notice in writing of the
business to be brought before such Annual Meeting to the
Secretary of the Company. To be timely for the 1997 Annual
Meeting, a shareholder's notice must be delivered to or mailed
and received at the Company's principal executive offices,
107 Global Circle, Lafayette, Louisiana 70503, on or before
May 9, 1997. A shareholder's notice to the Secretary must set
forth as to each matter the shareholder proposes to bring before
the Annual Meeting (a) a brief description of the business
desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name
and address, as they appear on the Company's books, of the
shareholder proposing such business, (c) the class and number of
shares of voting stock of the Company which are owned
beneficially by the shareholder, (d) a representation that the
shareholder intends to appear in person or by proxy at the annual
meeting to bring the proposed business before the meeting, and
(e) a description of any material interest of the shareholder in
such business. A shareholder must also comply with all
applicable requirements of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder with respect
to the matters set forth in the foregoing bylaw provisions.
Nominations for 1997 Annual Meeting and for Any Special Meetings
Pursuant to the Company's bylaws, only persons who are
nominated in accordance with the following procedures are
eligible for election as directors. Nominations of persons for
election to the Company's Board of Directors may be made at a
meeting of shareholders only (a) by or at the direction of the
Board of Directors or (b) by any shareholder of the Company who
is a shareholder of record at the time of giving of the required
notice described below, who shall be entitled to vote for the
election of directors at the meeting, and who complies with the
following notice procedures. All nominations, other than those
made by or at the direction of the Board of Directors, shall be
made pursuant to timely notice in writing to the Secretary of the
Company. To be timely, a shareholder's notice shall be delivered
to or mailed and received at the Company's principal executive
offices, 107 Global Circle, Lafayette, Louisiana 70503, (i) with
respect to an election to be held at the 1997 Annual Meeting of
Shareholders on or before May 9, 1997, and (ii) with respect to
any election to be held at a special meeting of shareholders, not
later than the close of business on the 10th day following the
day on which notice of the date of the special meeting was mailed
or public disclosure of the date of the meeting was made,
whichever first occurs. A shareholder's notice to the Secretary
must set forth (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a director,
all information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors,
or is otherwise required, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including the
written consent of such person to be named in the proxy statement
as a nominee and to serve as a director if elected); and (b) as
to the shareholder giving the notice (i) the name and address, as
they appear on the Company's books, of such shareholder, and
(ii) the class and number of shares of capital stock of the
Company which are beneficially owned by the shareholder. In the
event a person who is validly designated as a nominee for
election as a director shall thereafter become unable or
unwilling to stand for election to the Board of Directors, the
Board of Directors or the shareholder who proposed such nominee,
as the case may be, may designate a substitute nominee. A
shareholder must also comply with all applicable requirements of
the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder with respect to the matters set forth
in the foregoing bylaw provisions.
COMPLIANCE
The Company believes, based upon a review of the forms and
amendments furnished to it, that during fiscal year 1996 the
Company's directors and officers complied with the filing
requirements under Section 16(a) of the Securities Exchange Act
of 1934.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP, independent public accountants, have
been the principal independent auditors for the Company since
October 1991. The Company expects that they will continue as the
Company's principal independent auditors. Representatives of
Deloitte & Touche LLP are expected to be present at the Annual
Meeting, with the opportunity to make a statement if they desire
to do so and to respond to appropriate questions from
shareholders.
GENERAL
The Board of Directors knows of no other matters to be
brought before the Annual Meeting. However, if other matters
should properly come before the Annual Meeting, it is the
intention of the persons named in the accompanying proxy to vote
such proxy in accordance with their judgment on such matters.
The cost of soliciting proxies on behalf of the Board of
Directors will be borne by the Company. In addition to the use
of the mails, proxies may be solicited by the directors, officers
and employees of the Company, without additional compensation, by
personal interview, special letter, telephone, telegram or
otherwise. Brokerage firms and other custodians, nominees and
fiduciaries who hold the voting securities of record will be
requested to forward solicitation materials to the beneficial
owners thereof and will be reimbursed by the Company for their
expenses. The Company has retained the services of American
Stock Transfer & Trust Company to assist in the solicitation of
proxies either in person or by mail, telephone or telegram, at an
estimated cost of $2,000, plus expenses.
ANNUAL REPORT AND FORM 10-K
The Company's Annual Report to Shareholders containing
audited financial statements for the year ended March 31, 1996,
is being mailed herewith to all shareholders entitled to vote at
the Annual Meeting. The Annual Report to Shareholders does not
constitute a part of this proxy soliciting material.
A copy of the 1996 Annual Report on Form 10-K as filed with
the Securities and Exchange Commission may be obtained, without
charge, by writing the Company, Global Industries, Ltd.,
107 Global Circle, Lafayette, Louisiana 70503, Attention:
Investor Relations.
(Front of Card)
PROXY GLOBAL INDUSTRIES, LTD.
Proxy for 1996 Annual Meeting
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints William J. Dore and Michael
J. Pollock, and each of them, with or without the other, proxies,
with full power of substitution, to vote all shares of stock that
the undersigned is entitled to vote at the 1996 Annual Meeting of
Shareholders of Global Industries, Ltd. (the "Company"), to be
held in Houston, Texas on August 7, 1996, at 10:00 a.m. (local
time) and all adjournments and postponements thereof as follows:
(1) Election of Directors
FOR all nominees listed WITHHOLD
below (except as marked AUTHORITY
to the contrary below). to vote for all
nominees listed
below.
(INSTRUCTION: To withhold authority to vote for any
individual nominee strike a line through the nominee's
name in the list below.)
William J. Dore James C. Day Myron J. Moreau
Michael J. Pollock Edward P. Djerejian
(2) Proposal to amend Global Industries, Ltd.'s Amended and
Restated Articles of Incorporation to increase the
authorized shares of Common Stock and Preferred Stock.
FOR AGAINST ABSTAIN
(3) Proposal to amend the Global Industries, Ltd.'s 1992
Employee Stock Option Plan to increase the number of
shares of Common Stock issuable thereunder.
FOR AGAINST ABSTAIN
(4) In their discretion, upon any other business which may
properly come before said meeting.
(continued on reverse side)
(Back of Card)
This Proxy will be voted as you specify above. If no
specification is made, this Proxy will be voted with respect to
item (1) FOR the nominees listed, with respect to item (2) and
(3) FOR approval of the amendment to the Amended and Restated
Articles of Incorporation and the 1992 Stock Option Plan and in
accordance with the judgment of the persons voting the Proxy with
respect to any other matters which may properly be presented at
the meeting. Receipt of the Notice of the 1996 Annual Meeting
and the related Proxy Statement is hereby acknowledged.
Dated:___________________________, 1996
__________________________________________________
Signature
__________________________________________________
Signature, if jointly held
Please sign your name exactly as it appears hereon.
Joint owners must each sign. When signing as attorney,
executor, administrator, trustee or guardian, please
give full title as it appears hereon. If held by a
corporation, please sign in the full corporate name by
the president or other authorized officer.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.
