SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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 14-6 (e)(2)
[X] Definitive Proxy Statement
[ ] 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)
(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:
2) Aggregate number of securities to which
transaction applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined)
4) Proposed maximum aggregate value of transaction:
5) Total Fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration
statement number, or the Form or Schedule and the date of
its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
[LOGO]
GLOBAL INDUSTRIES, LTD.
107 Global Circle
Lafayette, Louisiana 70503
NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 12, 1999
Dear Shareholder:
You are cordially invited to attend the 1999 Annual Meeting
of Shareholders of Global Industries, Ltd. on Wednesday, May 12,
1999. 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 5 directors to hold office
until the next annual meeting of
shareholders and until their successors have
been elected and qualified.
2. 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
March 31, 1999, as the record date for the determination of
shareholders entitled to notice of and to vote at the 1999 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
[sign. cert]
Peter S. Atkinson
Vice President
Lafayette, Louisiana
April 9, 1999
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 1999 ANNUAL MEETING OF SHAREHOLDERS
To be held on May 12, 1999
This Proxy Statement and the accompanying proxy card are
being 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 1999 Annual Meeting of
Shareholders of the Company ("Annual Meeting") to be held on
Wednesday, May 12, 1999, 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 April 12, 1999.
The execution and return of the enclosed proxy will not
affect in any way 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 FOR the election of the five nominees to the Board of
Directors of the Company listed below.
On March 31, 1999, the record date for determination of
shareholders entitled to notice of and to vote at the Annual
Meeting, the Company had outstanding 90,730,809 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.
In October 1998, the Board of Directors voted to change the
Company's fiscal year to a calendar year. As a result, all
references to fiscal 1998 refer to only the nine-month period
from April 1, 1998 through December 31, 1998.
ELECTION OF DIRECTORS
Pursuant to the Company's bylaws, the Board of Directors
currently consists of five 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. 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 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', 56, 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. He received
an M.Ed. degree from McNeese State in 1966. Mr. Dore' is
currently a member of the Board of Directors of Noble Drilling
Corporation and the executive committee of the Board of Directors
of the National Ocean Industries Association.
James C. Day, 56, joined the Board of Directors of the
Company in February 1993. Mr. Day has been Chairman of the Board
of Directors, since October 1992, and Chief Executive Officer,
since January 1984, of Noble Drilling Corporation, a Houston,
Texas based offshore drilling contractor. He previously also
served as President of Noble Drilling. He 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
BS degree in Business Administration from Phillips University.
In addition to being a director of Noble Drilling Corporation, he
is a director of Noble Affiliates, Inc.
Edward P. Djerejian, 60, 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 served as U.S. Ambassador to Israel in 1994.
During his more than thirty years in the United States Foreign
Service, Mr. Djerejian served as U.S. Ambassador to the Syrian
Arab Republic, and as Assistant Secretary of State for Near
Eastern Affairs under Presidents Bush and Clinton. He received
the Department of State's Distinguished Service Award in 1993 and
the President's Distinguished Service Award in 1994. Mr.
Djerejian is a graduate of the School of Foreign Service at
Georgetown University and serves on the Board of Directors of
Occidental Petroleum Corporation.
Edgar G. Hotard, 55, retired as President and Chief
Operating Officer of Praxair, Inc. in January 1999 where he was
first elected President in 1990. He is a director and a member
of the Executive Committee of the Board of the United
States/China Business Council. Mr. Hotard also was formerly
Chairman of the Board of the Compressed Gas Association and
President of the International Oxygen Manufactures Association.
He received a BS degree in Mechanical Engineering from
Northwestern University. Mr. Hotard serves on the Board of
Directors for Praxair and various Praxair affiliates, Aquarion
Company, Dexter Corporation, and Iwatani Industrial Gases of
Tokyo, Japan.
Michael J. Pollock, 52, joined the Board of Directors of the
Company in 1992. Mr. Pollock retired from the Company in
February 1998. He was employed by the Company for eight years,
most recently as Vice President, Chief Financial Officer and
Treasurer. From September 1990 to December 1992, Mr. Pollock was
Treasurer and Chief Financial Officer of the Company and was Vice
President, Chief Administrative Officer from December 1992 until
April 1996. He received a BS degree from the University of
Southwestern Louisiana in 1967. Mr. Pollock is a certified public
accountant and a certified internal auditor. Mr. Pollock is
currently a consultant to the Company.
DIRECTORS AND COMMITTEES
Attendance and Fees
The Company's Board of Directors held three meetings during
fiscal 1998. Each director attended all meetings of the Board of
Directors and the committees on which he served during that
period.
All non-employee directors of the Company are entitled to
receive an annual retainer of $40,000, 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.
Effective September 1, 1998, the Board of Directors
terminated the Non-employee Director Stock Plan and adopted the
Global Industries, Ltd. Non-Employee Directors Compensation Plan
(the "Directors Compensation Plan"). Under the Directors
Compensation Plan, each non-employee director may elect to defer
receipt of all or part of his annual retainer and meeting fees.
Each non-employee director may elect to have deferred fees (i)
credited based on stock units which have the same value as the
Company's Common Stock and increase and decrease in value to the
full extent of any increase or decrease in the value of the
Common Stock or (ii) credited with interest equivalents based on
the prime rate of interest as published in The Wall Street
Journal on the last day of each quarter. Also, each non-employee
director may elect to receive up to $20,000 of his or her annual
retainer and meeting fees in shares of the Company's Common
Stock. With respect to annual retainer fees and meeting fees
earned after December 31, 1998, each non-employee director must
elect to receive at least $20,000 in Common Stock or stock units.
Under the Directors Compensation Plan, 25,000 shares of Common
Stock are available for issue to non-employee directors. During
1998 Mr. Day and Mr. Pollock each had 1,322 stock units credited
to their account under the Directors Compensation Plan.
Under the terminated Non-Employee Directors Stock Plan, non-
employee directors received an annual award of shares of Common
Stock equal to 75% of the directors cash compensation up to a
maximum of 4,000 shares. On August 1, 1998, non-employee
directors received the following awards: Mr. Day - 1,656 shares;
Mr. Moreau - 1,656; Mr. Djerejian - 1,656 shares; and Mr.
Pollock - 787 shares.
Mr. Pollock, a former executive officer of the Company,
entered into a consulting agreement with the Company in fiscal
1998 to assist the Company with special projects. Pursuant to
the agreement, Mr. Pollock was entitled to compensation in the
amount of $30,250 for the period and received stock appreciation
rights equivalent to 25,000 shares of the Company's Common Stock
with a base price of $7.93 per share which vest one-twelfth per
month and are exercisable for cash.
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 1998, the Audit Committee held three
meetings. The Audit Committee is currently comprised of four
directors: Mr. Day, Mr. Djerejian, Mr. Pollock, and retiring
director, Mr. Moreau (Chairman).
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 to
review significant issues that relate to changes in benefit
plans. The Compensation Committee held three meetings during
fiscal 1998. The Compensation Committee is currently comprised
of two directors: Mr. Djerejian (Chairman) and retiring
director, Mr. Moreau.
Compensation Committee Interlocks and Insider Participation
William J. Dore', the Company's Chairman of the Board,
President and Chief Executive Officer is a director and member of
the Compensation Committee of Noble Drilling Corporation whose
Chairman of the Board, President and Chief Executive Officer,
James C. Day, is a director of the Company.
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, President and
Chief Executive Officer. The lease agreement with Mr. Dore' for
the Lafayette office building and adjacent land currently
provides for aggregate monthly lease payments of $3,917 and
expires on December 31, 2001. The Company made aggregate lease
payments to Mr. Dore' under these lease agreements of $35,253
during fiscal 1998.
SECURITY OWNERSHIP
The table below sets forth the ownership of the Company's
Common Stock, as of March 31, 1999, 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) 28,028,165 30.9
R. Clay Etheridge(2) 31,512 *
James J. Dore'(2) 177,924 *
Lawrence C. McClure (2) 69,580 *
Andrew L. Michel (2) 24,561 *
James C. Day 14,424 *
Michael J. Pollock (2) 11,677 *
Myron J. Moreau (3) 5,508 *
Edward P. Djerejian 4,148 *
Edgar G. Hotard -- *
All directors and executive
officers as a group (12 persons) 28,459,776 31.4
* Less than 1%
(1) Includes 1,029,865 shares held by the Company's Retirement
Plan of which Mr. Dore' acts as Trustee. Mr. Dore' disclaims
beneficial ownership of all of such shares except the 214,108
shares held by the Retirement Plan allocated to his account.
(2) Includes shares issued pursuant to restricted stock awards
granted to Mr. Etheridge - 11,000 shares; Mr. James Dore' - 24,560
shares; and all executive officers as a group - 46,560 shares;
shares allocated to such person's account in the Retirement Plan
as follows: Mr. James Dore' - 11,134 shares; Mr. McClure - 3,647
shares; Mr. Michel - 561 shares; and Mr. Pollock - 1,772 shares;
and all directors and executive officers as a group - 1,029,865
shares; and the shares issuable upon exercise of stock options
exercisable within 60 days as follows: Mr. Etheridge - 13,200
shares; Mr. James Dore' - 136,000 shares; Mr. McClure - 60,600
shares; Mr. Michel - 24,000 shares; and all directors and
executive officers as a group - 288,600 shares.
(3) Mr. Moreau will not stand for re-election to the Board of
Directors at the 1999 Annual Meeting.
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 periods to the Company's Chief
Executive Officer and each of the Company's other four most
highly compensated executive officers who earned more than
$100,000 in salary and bonus in the year ended December 31, 1998
(the "Named Executives").
Long Term
Annual Compensation(1) Compensation
--------------------- ------------------
Other Restric-
Annual ted
Name and Compen- Stock Securities All Other
Principal Year Salary Bonus sation Awards Underlying Compensation
Position Ending ($) ($)(2) ($)(2) ($)(4) Options(#) ($)(6)
- --------- ------- ------- ------ ------- ------ ---------- ------------
William J. 12/31/98 270,417 -- 55,348 -- 100,000 15,076
Dore' 3/31/98 275,000 -- 34,741 -- -- 14,623
Chairman of 3/31/97 275,000 -- 23,986 -- -- 12,329
the Board,
President
and Chief
Executive
Officer
R. Clay 12/31/98 144,375 1,000 5,400 -- 16,000(5) 1,193
Etheridge(7)3/31/98 150,000 55,082 30,400 -- 6,000 170
Vice 3/31/97 12,500 -- 25,450 100,375 30,000 --
President,
International
Operations
James J. 12/31/98 115,996 1,000 5,400 -- 20,000 8,958
Dore' 3/31/98 99,075 46,000 6,525 -- -- 8,812
Vice 3/31/97 92,000 4,000 3,494 -- -- 7,168
President,
Diving
And Special
Services
Lawrence C. 12/31/98 115,746 1,000 5,400 -- 30,000 8,794
McClure 3/31/98 97,325 46,000 5,400 -- -- 9,666
Vice 3/31/97 90,000 4,000 11,700 -- -- 9,022
President,
Offshore
Construction
Andrew L. 12/31/98 107,250 1,000 30,410 -- 5,000 9,907
Michel 3/31/98 110,000 1,000 20,537 -- -- 10,653
Vice 3/31/97 110,000 2,843 5,550 -- -- --
President,
Deepwater
Advanced
Technologies
(1)Effective December 31, 1998, the Company changed its fiscal
year end to December 31 of each year. The annual
compensation amounts presented are for the twelve-month
periods ended December 31, 1998, March 31, 1998, and March
31, 1997. Thus, salaries and certain other compensation for
the period from January 1, 1998 to March 31, 1998 are
included in the twelve-month period ended December 31, 1998,
and the twelve-month period ended March 31, 1998.
(2)Includes amounts awarded under the Company's Performance
Bonus Plan adopted in 1998 pursuant to which performance
awards granted in fiscal 1998 are paid in three annual
installments with the first being paid at the time of award.
Under this plan, Messers. Etheridge, James Dore', and McClure
received awards of $50,000, $40,000, and $40,000,
respectively, during the twelve month period ended March 31,
1998 of which 1/3 was paid during the year ended March 31,
1998 and 1/3 was paid during the nine months ended December
31, 1998.
(3)Amounts shown include the following: (i) Mr. William Dore';
for all years presented, primarily represents expenditures
paid or incurred by the Company for Mr. Dore's personal
account which were not reimbursed and were included in his
income for tax purposes; (ii) Mr. Etheridge; for the twelve
months ended December 31, 1998, March 31, 1998, and March 31,
1997: relocation bonus, living allowance, and/or moving
expense - $0, $25,000 and $25,000, respectively; automobile
allowance and/or value of personal use of Company automobile
- $5,400, $5,400, and $450, respectively; (iii) Mr. Jim Dore';
for the twelve months ended December 31, 1998, March 31,
1998, and March 31, 1997: automobile allowance and/or value
of personal use of Company automobile - $5,400, $5,400, and
$3,494, respectively; (iv) Mr. McClure; for the twelve months
ended December 31, 1998, March 31, 1998, and March 31, 1997:
relocation bonus, living allowance, and/or moving expense -
$0, $0, and $6,500, respectively; automobile allowance and/or
value of personal use of Company automobile - $5,400, $5,400,
and 5,200, respectively; and (v) Mr. Michel; for the twelve
months ended December 31, 1998, March 31, 1998, and March 31,
1997: relocation bonus, living allowance, and/or moving
expense - $25,010, 15,137, and $0, respectively; automobile
allowance and/or value of personal use of Company automobile
- $5,400 in each year.
(4) Based on the closing price of the Company's Common Stock on
the date of grant. On December 31, 1998, the aggregate number of
restricted shares held by Messrs. William Dore', Etheridge, James
Dore', McClure, and McCann was 0, 11,000, 24,560, 0 and 0,
respectively, and the aggregate value of such shares and held by
each based upon the $6.125 market value on December 31, 1998, was
$0, $67,375, $150,430, $0, and $0, respectively. The Company
does not currently pay dividends on Common Stock; however, it
would pay dividends on the restricted stock should its dividend
policy change.
(5) Includes 6,000 options granted to Mr. Etheridge in prior
years whose exercise price was adjusted during fiscal 1998.
(6) For each year, includes the aggregate value of contributions
and allocations to the Company's Profit Sharing and Retirement
Plan, matching Company contributions to the Company's 401 (k)
plan, and the value of term life insurance coverage provided.
During the twelve months ended December 31, 1998: (i)
contributions and allocations to the Company's Profit Sharing and
Retirement Plan were: Mr. William Dore' - $13,097; Mr. James Dore'
- $7,825; Mr. McClure - $7,662; and Mr. Michel - $9,016; (ii)
matching contributions to the Company's 401 (k) plan were: Mr.
Etheridge - $1,000; Mr. James Dore' - $1,000; Mr. McClure -
$1,000; and Mr. Michel - $375; (iii) the value of term life
insurance coverage provided was: Mr. William Dore' - $1,979; Mr.
Etheridge - $193; Mr. James Dore' - $133; Mr. McClure - $132; and
Mr. Michel - $516.
(7) Mr. Etheridge joined the Company in March 1997.
(8) As part of the Company's acquisition of ROV Technologies,
Inc. November 1995, the Company entered into an agreement with
Mr. Michel that provides that the Company will employ Mr. Michel
until November 2002. The agreement provides for a base salary of
at least $110,000 per year, and other benefits generally in
accordance with the Company's policies.
The following table contains information concerning grants
of stock options under the Company's Stock Option Plans to the
Named Executives during fiscal 1998:
<TABLE>
Option Grants During the Last Fiscal Year
<CAPTION>
% of Potential
Total Realizable Value
Options Fair Market at Assumed Annual
Granted Value Rate of Stock
Employ- on date Exercise Price Appreciation
ees in of Grant/ Price Expir- Option Term ($)(2)
Options Fiscal Repricing Per Share ation -------------------
Name Granted(1) Year $ $ Date 0% 5% 10%
- --------- ---------- ------ --------- --------- ------ ---- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William J.
Dore' 100,000(3) 17.7% 11.250 12.375 8/05/08 -- 595,006 1,680,460
R. Clay 10,000(4) 1.8% 7.688 7.688 8/05/08 -- 48,349 122,527
Etheridge 6,000(5) 1.1% 7.688 7.688 2/10/08 -- 29,010 73,516
James J.
Dore' 20,000(4) 3.5% 7.688 7.688 8/05/08 -- 96,699 245,054
Lawrence 20,000(4) 3.5% 7.688 7.688 8/05/08 -- 96,969 245,054
C. McClure 10,000(6) 1.8% 6.438 5.472 12/16/08 9,660 50,148 112,265
Andrew
L.Michel 5,000(4) 0.9% 7.688 7.688 8/05/08 -- 24,175 61,263
(1) All options vest 20% on each anniversary of the date of
grant.
(2) The potential realizable value reflects price appreciation
over the option exercise price.
(3) Mr. William J. Dore's options were issued in August 1998
with an exercise price of 110% of the market price on the date of
issue.
(4) Options were originally issued in August 1998, at an
exercise price of $11.250 per share and were repriced in October
1998.
(5) Options were originally issued in February 1998, at an
exercise price of $16.625 per share and were repriced in October
1998.
(6) Options were issued in December 1998 with an exercise price
equal to 85% of market value on the date of grant. Vesting of
these options is also contingent upon Mr. McClure's relocation to
the Company's new facility at Carlyss, Louisiana.
</TABLE>
The table below sets forth the aggregate option exercises
during the nine months ended December 31, 1998 and the value of
outstanding options at December 31, 1998, held by the Named
Executives.
Aggregated Option Exercises During Fiscal 1998
and Option Values at Period End
Number of Unexercised
Securities In-the-
Underlying Money
Unexercised Options at
Options at Period End
Period End (#) ($)(*)
Shares ------------- -------------
Acquired on Value Exercisable/ Exercisable/
Exercise(#) Realized($) Unexercisable Unexercisable
- --------------- ----------- ----------- ------------- -------------
William J. Dore' -- -- -- /100,000 -- / --
R. Clay
Etheridge -- -- 6,000/40,000 --/--
James J. Dore' -- -- 25,000/38,080 543,344/74,414
Lawrence C.
McClure 5,000 33,544 59,000/54,000 216,598/85,831
Andrew L.
Michel -- -- 24,000/53,000 72,000/144,000
(*) Based on the difference between the closing sale price of
the Common Stock of $6.125 on December 31, 1998, and the exercise
price.
The Company's 1992 Stock Option Plan and the 1998 Equity
Incentive Plan (the "Option Plans") provide 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 Plans, 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 Plans provide 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
The Compensation Committee of the Board of Directors
administers the Company's executive compensation. The
Compensation Committee's responsibility is 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) potential for
annual incentive compensation awards, which provide for cash
bonuses based on overall Company performance as well as
individual performance, and (3) opportunities to earn long-term
stock-based awards which provide long-term incentives that are
intended to encourage the achievement of superior results over
time and to align the interests of executive officers with those
of shareholders. The annual incentive compensation awards and
long-term stock-based awards constitute the performance-based
portion of total compensation.
The compensation program is structured to provide senior
management with a total compensation package that, at expected
levels of performance, is competitive with those provided to
executives who hold comparable positions or have similar
qualifications in other similarly situated organizations. Peer
companies are specifically utilized by the Compensation Committee
in evaluating compensation levels of the Named Executives;
however, the Compensation Committee also receives advice from
time to time regarding compensation levels from Towers Perrin, an
outside compensation consulting firm, which utilizes a number of
other sources, including information from other companies.
Base Salary Program. The Compensation Committee establishes
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
salaries 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,
increases in the cost of living, job performance of the executive
officer over time, the expansion of duties and responsibilities,
if any, of the executive officer and general market salary
levels. No specific weight or emphasis is placed on any one of
these factors. Based on these factors, in the fiscal 1998, the
Compensation Committee increased the base salary of the Chief
Executive Officer, Mr. William Dore' by 9%. The Compensation
Committee also increased the base salary of the other Named
Executives by amounts ranging from 0% to 17%. However,
subsequent to these increases, the Company instituted a temporary
salary reduction program in order to reflect in such salaries the
current state of the industry. The base salary of Mr. Dore' was
reduced 20% and the base salaries of the other Named Executives'
salaries were reduced by amounts ranging from 0% to 15%.
Short Term Incentive Compensation. Annual incentive
compensation awards enable the Named Executives and other key
employees of the Company to earn annual cash bonuses, based upon
the Company's financial results meeting or exceeding budget as
well as individual performance. The Company's short-term
incentive plan is designed to provide a total cash compensation
package that at expected levels of performance approximate the
50th percentile for peer group companies. Considering the
Company's performance relative to the budget, the Compensation
Committee recommends incentive compensation awards and
contributions to the Company's defined contribution profit
sharing retirement plan. During fiscal 1998, the Chief Executive
Officer did not receive an incentive compensation award and the
other Named Executives received awards aggregating $4,000 (less
than 1% of their compensation for fiscal year). During the year
ended March 31, 1998, the Company adopted a Performance Bonus
Plan to provide for awards to key employees, including executive
officers. The performance bonus awards are paid in three equal
installments, with the first installment paid at the time of the
award. The Chief Executive Officer did not receive a performance
bonus award in the year ended March 31, 1998 and the other Named
Executives received total awards of $130,000 of which one-third
was paid in the year ended March 31, 1998, and one-third was paid
in the nine months ended December 31, 1998. During nine months
ended December 31, 1998, the Chief Executive Officer received a
profit sharing and retirement plan contribution of $13,097, and
the other Named Executives received contributions totaling
$37,600 relating to the Company's prior fiscal year.
Long-Term Incentive Compensation. The long-term incentive
portion of the Company's executive compensation scheme is
administered through the Company's Option Plans, 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 makes 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 executives' and shareholders'
long-term interests. The Company granted 100,000 stock options
and no restricted stock awards during the nine months ended
December 31, 1998 to the Chief Executive Officer, and granted a
total of 65,000 options and no shares of restricted stock to the
other Named Executives.
In October 1998, the Company repriced 665,000 options that
it issued between November 1997 and September 1998 to maintain
the economic incentive of those options and avoid issuing
additional options to meet the long-term incentive portion of the
Company's Compensation structure. The weighted-average exercise
price of the options before repricing was $15.956 per share. The
repriced exercise price on all repriced options is $7.688 per
share. The Company did not reprice any stock options held by the
Chief Executive Officer, and repriced a total of 86,000 options
held by the other executive officers.
The following table sets forth certain information
concerning all such repricings of options, held by any executive
officers, during the last ten completed fiscal periods:
Ten Year Option Repricings
Length of
Market Original
Number of Price of Exercise Option Term
Securities Stock at Price New Remaining
Underlying Time of at Time of Exercise at Date
Options Repricing Repricing Price of Repricing
Date Repriced(#) ($) ($) ($) (Years)
---- ----------- --------- ------------ -------- ------------
William J. -- -- -- -- -- --
Dore',
Chairman,
President
and CEO
R. Clay, 10/12/98 10,000 7.688 11.250 7.688 9.8
Ethredige,10/12/98 6,000 7.688 16.625 7.688 9.3
Vice
President,
International
Operations
James J. 10/12/98 20,000 7.688 11.250 7.688 9.8
Dore',
Vice
President,
Diving and
Special
Services
Lawrence 10/12/98 20,000 7.688 11.250 7.688 9.8
C.McClure,
Vice
President,
Offshore
Construction
Andrew L. 10/12/98 5,000 7.688 11.250 7.688 9.8
Michel,
Vice
President,
Deepwater
Advanced
Technologies
Peter S. 10/12/98 15,000 7.688 11.250 7.688 9.9
Atkinson,
Vice
President,
Chief Financial
Officer
Wilmer 10/12/98 10,000 7.688 11.250 7.688 9.8
J. Buckley,
Vice
President,
Human
Resources
Section 162(m). 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 officer
and four other most highly compensated executive officers. None
of the Company's executive officers currently receives
compensation exceeding the limits imposed by 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
Edward P. Djerejian, 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 peer group of five companies (the "Peer
Group"). The Peer Group is comprised of Stolt Comex Seaway,
Noble Drilling Corporation, J. Ray McDermott, Inc. S.A.,
Oceaneering International, Inc., and Offshore Logistics, Inc.
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 March 31,
1994, 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.
March March March March March December
31, 31, 31, 31, 31, 31,
1994 1995 1996 1997 1998 1998(1)
----- ----- ----- ----- ----- --------
Global $100 $122 $230 $468 $893 $268
Industries,
Ltd.
Peer Group $100 $94 $136 $182 $319 $163
S&P 500 $100 $116 $152 $182 $265 $295
(1) Return for the period ended December 31, 1998 reflects a nine-
month period that corresponds with the change in the Company's
fiscal year end.
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 2000 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 2000 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 December 13,
1999. 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 2000 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
February 10, 2000. 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 2000 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 2000 Annual Meeting of
Shareholders on or before February 10, 2000, 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 the nine months ended
December 31, 1998, the Company's directors and officers complied
with the filing requirements under Section 16(a) of the
Securities Exchange Act of 1934, except that Mr. Etheridge and
Mr. Michel, executive officers of the Company, were late in
filing a statement of change in Beneficial Ownership on Form 4
and Mr. Pollock, a director of the Company, was late in filing
his Annual Statement of Changes in Beneficial Ownership on Form
5.
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 $17,000, plus expenses.
ANNUAL REPORT AND FORM 10-K
The Company's Annual Report (for the transition period) to
Shareholders containing audited financial statements for the nine
months ended December 31, 1998, 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 Transition 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 1999 Annual Meeting
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints William J. Dore' and Peter S.
Atkinson, 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 1999 Annual Meeting of
Shareholders of Global Industries, Ltd. (the "Company"), to be
held in Houston, Texas on May 12, 1999, at 10:00 a.m. (local
time) and all adjournments and postponements thereof as follows:
(1) Election of Directors
[] FOR all nominees listed [] WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below). 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 Edward P. Djerejian
Edgar G. Hotard Michael J. Pollock
(2) In their discretion, upon any other business which may
properly come before said meeting.
[] FOR [] AGAINST [] ABSTAIN
(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, 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 1999 Annual Meeting and the related
Proxy Statement is hereby acknowledged.
Dated:___________________________,1999
_______________________________
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.
