<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Trico Marine Services, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(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:
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Notes:
<PAGE>
TRICO MARINE SERVICES, INC.
250 NORTH AMERICAN COURT
HOUMA, LOUISIANA 70363
To Our Stockholders:
You are cordially invited to attend the 1998 Annual Meeting of Stockholders
of Trico Marine Services, Inc. to be held at the Houston Racquet Club at 10709
Memorial, Houston, Texas, on Wednesday, May 27, 1998, at 10:00 a.m. C.D.S.T.
The attached Notice of Annual Meeting and Proxy Statement describe in detail
the formal business to be transacted at the meeting, which includes the
election of two directors and such other business as may properly come before
the meeting or any adjournment thereof.
The Board has nominated H. K. Acord and Edward Hutcheson, Jr. for reelection
to the Board and urges you to vote for their election.
Please sign, date and return the enclosed proxy card promptly. This will
save your company the additional expenses associated with soliciting proxies,
as well as ensure that your shares are represented. If you attend the meeting,
you may vote in person even if you have previously mailed a proxy card.
Sincerely,
[SIGNATURE OF THOMAS E. FAIRLEY APPEARS HERE]
/s/ Thomas E. Fairley
Thomas E. Fairley
President and Chief Executive Officer
<PAGE>
LOGO
TRICO MARINE
TRICO MARINE SERVICES, INC.
250 NORTH AMERICAN COURT
HOUMA, LOUISIANA 70364
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Stockholders of Trico Marine Services, Inc.:
The annual meeting of stockholders of Trico Marine Services, Inc. (the
"Company") will be held at the Houston Racquet Club, 10709 Memorial, Houston,
Texas, on May 27, 1998, at 10:00 a.m., local time, to consider and vote on:
1. The election of two directors for a three-year term.
2. Such other business as may properly come before the meeting or any
adjournments thereof.
Only holders of record of the Company's Common Stock at the close of
business on April 13, 1998, are entitled to notice of and to vote at the
annual meeting.
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING
ENVELOPE AS PROMPTLY AS POSSIBLE. A PROXY MAY BE REVOKED AT ANY TIME PRIOR TO
THE VOTING THEREOF.
By Order of the Board of Directors
[SIGNATURE OF VICTOR M. PEREZ APPEARS HERE]
/s/ Victor M. Perez
Victor M. Perez
Secretary
Houma, Louisiana
April 21, 1998
<PAGE>
TRICO MARINE SERVICES, INC.
250 NORTH AMERICAN COURT
HOUMA, LOUISIANA 70363
APRIL 21, 1998
----------------
PROXY STATEMENT
This Proxy Statement is furnished to stockholders of Trico Marine Services,
Inc. (the "Company") in connection with the solicitation on behalf of its
Board of Directors (the "Board") of proxies for use at the annual meeting of
stockholders of the Company to be held on May 27, 1998, at the time and place
set forth in the accompanying notice and at any adjournments thereof (the
"Meeting").
Only stockholders of record of the Company's common stock, $0.01 par value
per share ("Common Stock"), at the close of business on April 13, 1998, are
entitled to notice of and to vote at the Meeting. On that date, the Company
had outstanding 20,313,416 shares of Common Stock, each of which is entitled
to one vote.
The enclosed proxy may be revoked at any time prior to its exercise by
filing with the Secretary of the Company a written revocation or duly executed
proxy bearing a later date. The proxy will also be deemed revoked with respect
to any matter on which the stockholder votes in person at the Meeting.
Attendance at the Meeting will not in and of itself constitute a revocation of
a proxy. Unless otherwise marked, properly executed proxies in the form of the
accompanying proxy card will be voted for the election of the two nominees to
the Board listed below and for the approval of the proposals outlined herein.
This Proxy Statement is first being mailed to stockholders on or about April
21, 1998. The cost of soliciting proxies hereunder will be borne by the
Company. Proxies may be solicited by mail, personal interview, telephone and
telegraph. Banks, brokerage houses and other nominees or fiduciaries will be
requested to forward the soliciting material to their principals and to obtain
authorization for the execution of proxies. The Company will, upon request,
reimburse them for their expenses in so acting.
ELECTION OF DIRECTORS
GENERAL
The Company's Certificate of Incorporation provides for a Board of Directors
to be made up of three equal classes. The members of each class serve three-
year staggered terms with one class to be elected at each annual meeting. The
terms of Messrs. Acord and Hutcheson will expire at the Meeting. Accordingly,
proxies cannot be voted for more than two nominees.
Unless authority to vote for the election of directors is withheld, the
proxies solicited hereby will be voted FOR the election of each individual
named under "Nominees" below. If either nominee should decline or be unable to
serve for any reason, votes will instead be cast for a substitute nominee
designated by the Board. The Board has no reason to believe that either
nominee will decline to be a candidate or, if elected, will be unable or
unwilling to serve. Under the Company's By-Laws, directors are elected by a
plurality vote.
The Board has nominated and urges you to vote FOR the reelection of Messrs.
Acord and Hutcheson.
<PAGE>
The following table sets forth, as of April 1, 1998, certain information
about the nominees for re-election to the Board and the Company's other
directors:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND DIRECTORSHIPS DIRECTOR TERM
NOMINEES AGE IN OTHER PUBLIC CORPORATIONS SINCE EXPIRING
-------- --- -------------------------------------- -------- --------
<S> <C> <C> <C> <C>
H. K. Acord............. 64 Oil and gas consultant. From 1993 to 1997 2001
1996, Mr. Acord served as Executive
Vice President, Exploration and
Production Division of Mobil Oil
Corporation ("Mobil"). From 1989 to
1993, he served as Vice President,
International Producing Operations for
Mobil
Edward C. Hutcheson, 52 Principal with HWG Capital, a 1994 2001
Jr..................... subsidiary of Harris, Webb & Garrison
(investment banking firm). From
November 1994 to October 1996, Mr.
Hutcheson served as CEO or Chairman of
the Board of Crown Castle
International Corp. ("Crown Castle")
(owner and manager of wireless
communications towers). From January
1994 to October 1994, Mr. Hutcheson
was involved in private investment
activities leading to the creation of
Crown Castle. From March 1992 to
December 1993, Mr. Hutcheson served as
President and Chief Operating Officer
of Baroid Corporation (an energy
services and equipment provider);
Director: Titanium Metals Corporation
(titanium sponge and mill product
producer), Pinnacle Management & Trust
Co. and Crown Castle
<CAPTION>
OTHER DIRECTORS
---------------
<S> <C> <C> <C> <C>
Thomas E. Fairley....... 50 President and Chief Executive Officer 1993 1999
of the Company; Director: Gulf Island
Fabrication, Inc.
Benjamin F. Bailar...... 63 Dean Emeritus of the Jones Graduate 1994 1999
School of Administration at Rice
University; Director: U.S. Can
Corporation, Dana Corporation
(manufacturer of auto parts) and Smith
International, Inc. (product and
service provider to the oil and gas
drilling and production industry)
Ronald O. Palmer........ 51 Chairman of the Board 1993 2000
Garth H. Greimann....... 43 Managing Director of Berkshire 1993 2000
Partners LLC (private equity
investment firm); Director: The Profit
Recovery Group International (provider
of accounts payable and other recovery
auditing services), Crown Castle
</TABLE>
During 1997, the Board held nine meetings. Each director of the Company
attended at least 75% of the aggregate number of meetings held during 1997 of
the Board and committees of which he was a member.
The Board has an Audit Committee and a Compensation Committee. The
Compensation Committee met three times in 1997. The Audit Committee met one
time in 1997. The Audit Committee, whose current members are Mr. Greimann and
Dean Bailar, reviews the Company's annual audit and meets with the Company's
independent public accountants to review the Company's internal controls and
financial management practices.
2
<PAGE>
The Compensation Committee, whose current members are Messrs. Greimann and
Hutcheson, is responsible for determining the compensation of the Company's
key employees and administering the Company's stock incentive plans.
COMPENSATION OF DIRECTORS
Each non-employee director receives an annual fee of $12,500, plus $500 for
each Board or committee meeting attended. All directors are reimbursed for
reasonable out-of-pocket expenses incurred in attending Board and committee
meetings.
Under the Company's amended 1996 Incentive Compensation Plan adopted by
stockholders in 1997, each non-employee director will receive an option to
purchase 2,000 shares of Common Stock on the day following each annual meeting
of stockholders while such plan remains in effect. Each non-employee director
who joins the Board after January 1, 1997 will receive an option to buy 10,000
shares of Common Stock. The options become exercisable immediately and expire
ten years from the date of grant. The exercise price of the options is the
closing sales price of the Company's Common Stock on the date of grant on the
Nasdaq National Market.
STOCK OWNERSHIP
The following table sets forth, as of March 31, 1998, certain information
regarding beneficial ownership of Common Stock of (i) each director and
nominee of the Company, (ii) each of the Named Executive Officers (as defined
below), (iii) all directors and executive officers of the Company as a group
and (iv) each other stockholder known by the Company to be the beneficial
owner of more than 5% of the outstanding Common Stock, determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934. Unless
otherwise indicated, the securities are held with sole voting and investment
power.
<TABLE>
<CAPTION>
NO. OF PERCENT
NAME OF BENEFICIAL OWNER SHARES OF CLASS
------------------------ --------- --------
<S> <C> <C>
Thomas E. Fairley..................................... 486,826(1) 2.3%
Ronald O. Palmer...................................... 486,826(1) 2.3%
H. K. Acord........................................... 16,000(1) *
Benjamin F. Bailar.................................... 36,000(1)(2) *
Garth H. Greimann..................................... 23,256(1) *
Edward C. Hutcheson, Jr............................... 23,000(1) *
Victor M. Perez....................................... 214,890(1) 1.0%
Michael D. Cain....................................... 30,000(1) *
Kenneth W. Bourgeois.................................. 34,000(1) *
All directors and executive Officers as a group (10
persons)............................................. 1,360,798(3) 6.3%
Louis M. Bacon........................................ 1,105,600(4) 5.4%
Franklin Resources, Inc., Charles B. Johnson, Rupert
H. Johnson, Inc. and
Franklin Mutual Advisers............................. 1,883,700(5) 9.2%
</TABLE>
- --------
* Less than one percent
(1) Includes the following number of shares subject to options exercisable
within 60 days: Mr. Fairley, 453,540; Mr. Palmer, 428,926; Mr. Acord,
12,000; Mr. Bailar 2,000; Mr. Greimann, 2,000; Mr. Hutcheson 2,000; Mr.
Perez, 214,890; Mr. Cain, 30,000; and Mr. Bourgeois, 34,000.
(2) Shares beneficially owned by Mr. Bailar (excluding shares subject to
options exercisable within 60 days) are owned by a trust of which Mr.
Bailar is the sole trustee and beneficiary.
(3) Includes 1,189,356 shares subject to options exercisable within 60 days
held by executive officers and directors.
3
<PAGE>
(4) Based on the Schedule 13G dated March 6, 1998 that Louis M. Bacon filed
with the Securities and Exchange Commission. Mr. Bacon's address is 1251
Avenue of the Americas, New York, New York 10020. Louis M. Bacon shares
voting and investment power with respect to all shares shown with Moore
Capital Management, Inc. and Moore Capital Advisers, L.L.C.
(5) Based on the Schedule 13G dated February 18, 1998 that Franklin Resources,
Inc., Charles B. Johnson, Rupert H. Johnson, Jr., and Franklin Mutual
Advisers, Inc. filed with the Securities and Exchange Commission. The
address of Franklin Resources, Inc., Charles B. Johnson and Rupert H.
Johnson, Jr. is 777 Mariners Island Blvd., San Mateo, CA 94404. The address
of Franklin Mutual Advisers, Inc. is 51 John F. Kennedy Parkway, Short
Hills, NJ 07078. Franklin Mutual Advisers, Inc. has sole voting and
investment power with respect to all shares shown.
----------------
EXECUTIVE COMPENSATION
ANNUAL COMPENSATION
The following table sets forth all cash compensation and options granted for
the three years ended December 31, 1997, to the Company's Chief Executive
Officer and each of its four most highly compensated executive officers
(collectively, the "Named Executive Officers").
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------- ---------------
NO. OF SHARES
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS GRANTED COMPENSATION
------------------ ---- -------- ------- --------------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Thomas E. Fairley....... 1997 $210,000 $95,970 $-- 12,000 $1,260
President and Chief 1996 $150,000 $90,000 $-- 20,000 $1,134
Executive Officer 1995 $150,000 $ -- $-- -- $1,134
Ronald O. Palmer........ 1997 $210,000 $95,970 $-- 12,000 $1,260
Chairman of the Board 1996 $150,000 $90,000 $-- 20,000 $1,134
1995 $150,000 $ -- $-- -- $1,134
Victor M. Perez......... 1997 $150,000 $68,550 $-- 12,000 $1,104
Vice President, Chief
Financial 1996 $135,000 $81,000 $-- 20,000 $1,068
Officer and Treasurer 1995 $123,750 $ -- $-- 302,530 $ 851
Kenneth W. Bourgeois.... 1997 $105,000 $30,000 $-- 12,000 $ 753
Vice President and
Controller 1996 $ 90,000 $34,000 $-- 20,000 $ 728
1995 $ 90,000 $ 7,200 $-- -- $ 680
Michael D. Cain......... 1997 $ 80,000 $30,500 $-- 12,000 $ 624
Vice President--
Marketing 1996 $ 80,000 $24,500 $-- 20,000 $ 485
1995 $ 61,000 $36,694 $-- -- $ 318
</TABLE>
- --------
(1) Perquisites and other personal benefits paid to each Named Executive
Officer in any of the years presented did not exceed the lesser of $50,000
or 10% of such Named Executive Officer's salary and bonus for that year.
4
<PAGE>
1997 STOCK OPTION GRANTS
The following table contains information concerning the grant of stock
options and stock appreciation rights ("SARs") to the Named Executive Officers
during 1997.
1997 STOCK OPTION GRANTS
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED ANNUAL
RATES OF STOCK
NO. OF PRICE
SHARES % OF TOTAL APPRECIATION FOR
UNDERLYING OPTIONS GRANTED OPTION TERM(2)
OPTIONS TO EMPLOYEES IN EXERCISE EXPIRATION -----------------
NAME GRANTED(1) 1997 PRICE DATE 5% 10%
---- ---------- --------------- -------- ---------- -- --------
<S> <C> <C> <C> <C> <C> <C>
Thomas E. Fairley....... 12,000 6.3% $20.75 6/12/07 $156,595 $396,842
Ronald O. Palmer........ 12,000 6.3% $20.75 6/12/07 $156,595 $396,842
Victor M. Perez......... 12,000 6.3% $20.75 6/12/07 $156,595 $396,842
Kenneth W. Bourgeois.... 12,000 6.3% $20.75 6/12/07 $156,595 $396,842
Michael D. Cain......... 12,000 6.3% $20.75 6/12/07 $156,595 $396,842
</TABLE>
- --------
(1) These options become exercisable in annual 25% increments beginning on
June 12, 1998 and on each anniversary thereafter.
(2) Appreciation is calculated over the term of the options, beginning with
the fair market value on the date of grant of the options, which was
$20.75.
AGGREGATE OPTION EXERCISES DURING 1997 AND OPTION VALUES AT YEAR END
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT YEAR END (#) YEAR END(1)
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE (#) REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------ -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Thomas E. Fairley....... 30,218 $521,800 456,390/12,000 $12,849,341/103,500
Ronald O. Palmer........ 31,200 $260,210 444,426/12,000 $12,508,786/103,500
Victor M. Perez......... 25,000 $649,750 214,890/12,000 $ 5,975,044/103,500
Kenneth W. Bourgeois.... 8,110 $211,590 34,000/12,000 $ 826,010/103,500
Michael D. Cain......... 12,110 $318,144 30,000/12,000 $ 712,150/103,500
</TABLE>
- --------
(1) Based on the difference between the closing sale price of Common Stock of
$29.375 on December 31, 1997, as reported by the Nasdaq National Market
and the exercise price of such options.
CHANGE OF CONTROL AGREEMENTS
The Company has entered into agreements with certain of its executive
officers, including the Named Executive Officers, which, among other things,
provide for certain payments and benefits to the executive if his or her
employment is terminated. If the officer's employment is terminated for any
reason other than cause, defined as (i) a conviction or a plea of nolo
contendere to a felony, (ii) gross negligence in the performance of the
officer's duties, continuing after the officer's receipt of notice of such
gross negligence from the Company, (iii) a material violation of the terms of
the employment agreement or (iv) gross misconduct on the officer's part that
is injurious to the Company, he will receive one year's salary, any cash bonus
still payable from the year preceding the officer's termination and any non-
cash benefits that he received prior to termination. The officer will receive
the same severance package in the event of a change of control of the Company
that is not initiated by someone who is or has been an employee of the
Company. In the case of a change in control initiated by a present or past
employee of the Company, the officer has the option either to receive the
severance package or continue in his position with the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No executive officer of the Company served in 1997 as a director, or member
of the compensation committee, of another entity one of whose executive
officers served as a director, or on the Compensation Committee, of the
Company.
5
<PAGE>
COMPENSATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION
General
The Compensation Committee, which is currently comprised of two non-employee
directors, oversees the compensation of the Company's key employees and
administers the Company's incentive compensation plans. No member of the
Compensation Committee is a former or current officer or employee of the
Company.
The compensation of the Company's executive officers is designed to attract
and retain executive talent and to align the compensation of the Company's
executives with the success of the Company. Toward that end, the Company's
executive compensation program has been structured to (i) provide a total
compensation package that is competitive with the compensation of executives
holding similar positions at comparable firms; (ii) reward individual and
overall Company performance; and (iii) link executive compensation to
achievement of the Company's long-term and short-term strategic goals.
The Compensation Committee has retained the services of an independent
compensation consulting firm to assist the Compensation Committee in
evaluating the Company's executive compensation program. The Compensation
Committee has commissioned the consulting firm to conduct an analysis of
executive compensation at firms that are comparable to the Company. The
Compensation Committee will use such analyses as a factor in setting 1998 and
future executive compensation levels.
Base Salary and Annual Incentive Compensation
Base Salary. The Compensation Committee establishes the base salaries of the
Company's key employees at levels it deems necessary to attract and retain
executive talent. Generally, base salaries for executives are reviewed
annually and, if appropriate, adjusted based on individual performance,
increases in general levels of compensation for executives at comparable firms
and the Company's overall financial results.
Annual Cash Incentive Compensation. Annual cash incentive bonuses are paid
to the Company's key employees in an effort to provide a fully competitive
compensation package, which is linked to the Company's attainment of its
short-term goals. The Board has established EBITDA (earnings before interest,
taxes, depreciation and amortization) growth as the Company's primary short-
term strategic goal. In order to tie executive compensation to achievement of
the Company's EBITDA targets, the Company's key executives received a
percentage of their base salary, which percentage was determined by the
Company's 1997 EBITDA, as an additional cash bonus.
Stock-Based Incentive Compensation. The purpose of the Company's stock
incentive program is to link management to stockholders by focusing on
intermediate and long-term results. In 1997, the Committee sought to
accomplish these objectives by granting stock options to certain of the
Company's key employees.
Position Regarding Compliance with Section 162(m) of the Internal Revenue
Code. Section 162(m) of the Internal Revenue Code of 1986, as amended, limits
the deduction allowable to the Company for compensation paid to each of the
Named Executive Officers in any year to $1 million. Qualified performance-
based compensation is excluded from this deduction limitation if certain
requirements are met. Stock options granted by the Company have been
structured to qualify as performance-based. Although no executive officer of
the Company reached the deductibility cap in 1997, the Committee plans to
continue to evaluate the Company's cash and stock incentive programs as to the
advisability of future compliance with Section 162(m).
Compensation for the Chief Executive Officer
Mr. Fairley's salary was increased to $210,000 in 1997. Mr. Fairley's salary
had remained constant at $150,000 for the last three years. His base salary
was established by considering various factors, including his experience and
performance and the extent to which his total compensation package was at risk
under incentive compensation programs.
6
<PAGE>
As a result of the significant increase in the Company's EBITDA in 1997, an
annual incentive bonus of $95,970 was paid to Mr. Fairley. Thus, more than 30%
of Mr. Fairley's total cash compensation was based upon achievement of the
Company's short-term strategic goals.
During 1997, Mr. Fairley received grants of stock options for 12,000 shares
of Common Stock as discussed above. Mr. Fairley's stock options were granted on
the same terms as those granted to other officers and described in this report.
The Compensation Committee
Garth H. Greimann Edward C. Hutcheson, Jr.
PERFORMANCE GRAPH
The graph below compares the total stockholder return on the Company's Common
Stock since its initial public offering on May 16, 1996 until December 31, 1997
with the total return on the S&P 500 Index and the Company's Peer Group Index
for the same period, in each case assuming the investment of $100 on May 16,
1996 at the initial public offering price of $8.00 per share (as adjusted to
give effect to a 2 for 1 stock split effected in June, 1997). The Company's
Peer Group Index consists of Petroleum Helicopters, Inc., Offshore Logistics,
Inc. (OLOG), Tidewater Inc. (TDW), SEACOR SMIT, Inc. (CKH) and Hvide Marine
Incorporated Class A Common Stock (HMAR). The initial public offering of the
Class A Common Stock of HMAR was on August 13, 1996.
COMPARE CUMULATIVE TOTAL RETURN
AMONG TRICO MARINE SERVICES, INC.,
S&P 500 INDEX AND PEER GROUP INDEX
LOGO
[Graph appears here]
ASSUMES $100 INVESTED ON MAY 16, 1996
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING DEC. 31, 1997
<TABLE>
<CAPTION>
Total Return
------------------------------------------------
May 16, 1996 December 31, 1996 December 31, 1997
------------ ----------------- -----------------
<S> <C> <C> <C>
Trico 100 300 367
S&P 500 100 112 150
Peer Group Index 100 114 135
</TABLE>
7
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and 10% stockholders to file with the SEC
reports of ownership and changes in ownership of equity securities of the
Company. During 1997, a statement on Form 3 with respect to Charles E.
Tizzard, Vice President--Administration of the Company, a statement on Form 4
with respect to H. K. Acord, a director of the Company, and a statement on
Form 4 with respect to Michael D. Cain, Vice President--Marketing of the
Company, were not timely filed due to clerical errors.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's consolidated financial statements for the year ended December
31, 1997, were audited by the firm of Coopers & Lybrand LLP. Under the
resolution appointing Coopers & Lybrand LLP to audit the Company's financial
statements, such firm will remain as the Company's auditors until replaced by
the Board. Representatives of Coopers & Lybrand LLP are expected to be present
at the Meeting, with the opportunity to make any statement they desire at that
time, and will be available to respond to appropriate questions.
OTHER MATTERS
QUORUM AND VOTING OF PROXIES
The presence, in person or by proxy, of a majority of the outstanding shares
of Common Stock is necessary to constitute a quorum. Stockholders voting, or
abstaining from voting, by proxy on any issue will be counted as present for
purposes of constituting a quorum. If a quorum is present, the election of
directors is determined by plurality vote. The affirmative vote of a majority
of the outstanding common stock is generally required to approve other
proposals that may be properly brought before the Meeting. An abstention will
have the effect of a vote against the proposals. If brokers do not receive
instructions from beneficial owners as to the granting or withholding of
proxies and may not or do not exercise discretionary power to grant a proxy
with respect to such shares (a "broker non-vote") on the proposals, shares not
voted on the proposals as a result will be counted as not present and not cast
with respect to the proposals.
All proxies received by the Company in the form enclosed will be voted as
specified and, in the absence of instructions to the contrary, will be voted
for the election of the nominees named herein. The Company does not know of
any matters to be presented at the Meeting other than those described herein.
However, if any other matters properly come before the Meeting, it is the
intention of the persons named in the enclosed proxy to vote the shares
represented by them in accordance with their best judgment.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
For any person other than a person nominated by the Board to be eligible for
nomination for election as a director, advance notice must be provided to the
Company's Secretary not more than 270 days and not less than 60 days in
advance of the anniversary of the preceding year's annual meeting of
stockholders. This notice shall state (a) the name and business and
residential addresses of the nominating stockholder and any person acting in
concert with the nominating stockholder, (b) the number of shares of Common
Stock owned by the nominating stockholder and the dates on which these shares
were acquired, (c) a representation that the nominating stockholder intends to
appear in person or by proxy at the Meeting to make the proposed nomination,
(d) a description of all arrangements or understandings between the nominating
stockholder, any person acting in concert with the nominating stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
nominating stockholder, and (e) the name, age and business and residential
addresses of each proposed nominee, each proposed nominee's principal
occupation or employment and the number of shares of Common Stock beneficially
owned by each proposed nominee along with such other information regarding
each proposed nominee as would be required to
8
<PAGE>
be included in a proxy statement filed pursuant to the proxy rules of the SEC,
had the nominee been proposed by the Board.
Eligible stockholders who desire to present a proposal qualified for
inclusion in the proxy materials relating to the Company's 1999 annual meeting
pursuant to regulations of the Securities and Exchange Commission, must
forward such proposals to the Secretary of the Company at the address listed
on the first page of this Proxy Statement in time to arrive at the Company
prior to January 26, 1999. Under the Company's By-laws, advance notice of
stockholder proposals must be received by March 27, 1999 in order to be
considered at the 1999 annual meeting.
By Order of the Board of Directors
[SIGNATURE OF VICTOR M. PEREZ APPEARS HERE]
/s/ Victor M. Perez
Victor M. Perez
Secretary
Houma, Louisiana
April 21, 1998
9
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
EM 1-ELECTION OF DIRECTORS Nominees: H.K. Acord, Edward C. Hutcheson, Jr.
FOR all nominees WITHHOLD (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
listed to the right AUTHORITY A LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE.)
(except as marked to the to vote for all nominees
contrary)
[_] [_] ______________________________________________________________________________
EM 2-In their discretion, to transact such other business as may properly
come before the meeting and any adjournments thereof.
Please sign exactly as name appears hereon.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporate
_______ name by President or other authorized officer.
| If a partnership, please sign in partnership
| name by an authorized person.
Dated:______________________________, 1998
__________________________________________
Signature
__________________________________________
Signature
FOLD AND DETACH HERE
</TABLE>
<PAGE>
TRICO MARINE SERVICES, INC.
The undersigned hereby appoints Victor M. Perez and Kenneth W. Bourgeois,
or either of them, as proxies for the undersigned, with full power of
substitution, and hereby authorized them to represent and vote, as designated on
the other side, all the shares of common stock of Trico Marine Services, Inc.
that the undersigned is entitled to vote at the Annual Meeting of Stockholders
of the Company to be held May 27, 1998 or any adjournments thereof.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
FOLD AND DETACH HERE
