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:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to section 240.14a-11(c) or section 240.14a-12
TRICO MARINE SERVICES, INC.
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
----------------------------------------------------------------
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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
TRICO MARINE SERVICES, INC.
250 NORTH AMERICAN COURT
HOUMA, LOUISIANA 70363
To Our Stockholders:
You are cordially invited to attend the 2000 Annual Meeting of
Stockholders of Trico Marine Services, Inc. on Wednesday, June 7, 2000, at
10:00 a.m., local time, at 201 St. Charles Ave., 52nd Floor, New Orleans,
Louisiana.
The Notice of Annual Meeting and Proxy Statement accompanying this
letter describe in detail the formal business to be acted upon at the
meeting, including the election of two directors, the approval of an
amendment to the Company's Amended and Restated Certificate of
Incorporation and the approval of an amendment to the Company's Amended and
Restated 1996 Incentive Compensation Plan.
After careful consideration, the Company's Board of Directors has
unanimously approved the amendments to both the Amended and Restated
Certificate of Incorporation and the Amended and Restated 1996 Incentive
Compensation Plan. The Board has also nominated Ronald O. Palmer and Joel
V. Staff for re-election to the Board and urges you to vote for their re-
election.
Please sign, date and return the enclosed proxy card promptly. This
will save the 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,
Thomas E. Fairley
President and Chief Executive Officer
<PAGE>
TRICO MARINE SERVICES, INC.
250 NORTH AMERICAN COURT
HOUMA, LOUISIANA 70363
____________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 7, 2000
To Stockholders of Trico Marine Services, Inc.:
The annual meeting of stockholders of Trico Marine Services, Inc. (the
"Company") will be held at 201 St. Charles Ave., 52nd Floor, New Orleans,
Louisiana on June 7, 2000, at 10:00 a.m., local time, to consider and take
action on the following matters:
1. The election of two directors for a three-year term;
2. To consider and vote upon an amendment to the Company's Amended
and Restated Certificate of Incorporation to increase the number
of authorized shares of common stock of the Company;
3. To consider and vote upon an amendment to the Company's Amended
and Restated 1996 Incentive Compensation Plan to increase the
number of shares of common stock that may be awarded thereunder;
and
4. 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 24, 2000 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
Victor M. Perez
Secretary
Houma, Louisiana
May __, 2000
<PAGE>
TRICO MARINE SERVICES, INC.
250 NORTH AMERICAN COURT
HOUMA, LOUISIANA 70363
MAY __, 2000
___________________
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 June 7, 2000,
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 (the "Common Stock"), at the close of business on April 24,
2000, are entitled to notice of and to vote at the Meeting. On that date,
the Company had outstanding __________ 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
May __, 2000. Proxies may be solicited by mail, personal interview,
telephone and telegraph. The Company has also retained the firm of D.F.
King & Co., Inc. to aid in the solicitation of brokers, banks and
institutional and other stockholders for a fee of approximately $5,000.
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 cost of soliciting proxies
hereunder will be borne by the Company.
ELECTION OF DIRECTORS
GENERAL
The Company's Amended and Restated Certificate of Incorporation
provides for a Board of Directors to be made up of three classes, as nearly
equal in number as possible. The members of each class serve three-year
staggered terms with one class to be elected at each annual meeting. The
terms of Messrs. Palmer and Staff 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 both
individuals 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 Amended and
Restated By-Laws (the "By-laws"), directors are elected by a plurality
vote.
THE BOARD HAS NOMINATED AND URGES YOU TO VOTE FOR THE RE-ELECTION OF
MESSRS. PALMER AND STAFF.
<PAGE>
The following table sets forth, as of April 24, 2000, certain
information about the nominees for re-election to the Board and the
Company's other directors:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
AND DIRECTORSHIPS IN DIRECTOR TERM
NOMINEES AGE OTHER PUBLIC CORPORATIONS SINCE EXPIRING
-------- --- ------------------------- -------- --------
<S> <C> <C> <C> <C>
Ronald O. Palmer ....... 53 Chairman of the Board of the Company 1993 2003
Joel V. Staff .......... 56 Chairman of the Board, President and Chief 1999 2003
Executive Officer of National Oilwell,
Inc. (manufacturer and distributor of
oilfield equipment). From 1976 to 1993,
Mr. Staff was employed by Baker Hughes,
Inc. (a leading oilfield services
provider). Director: Denali, Inc.
(manufacturer of specialty-engineered
fluid-handling products) and the National
Ocean Industries Association.
OTHER DIRECTORS
----------------
H. K. Acord ........... 66 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 a Vice President of International
Producing Operations for Mobil.
Edward C. Hutcheson, Jr. 54 Principal of PGG Capital, the merchant 1994 2001
banking subsidiary of Pinnacle Global
Group, Inc. (financial services company).
Previously, Mr. Hutcheson was a principal
of HWG Capital, a subsidiary of Harris,
Webb & Garrison (investment banking firm).
From November 1994 to March 1997, he
served as CEO or Chairman of the Board of
Crown Castle International Corp. ("Crown
Castle") (owner and manager of wireless
communications towers). 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.
James C. Comis III .... 35 Managing Director of Inverness Management 1999 2001
LLC. Mr. Comis has also served as
Managing Director of Inverness/Phoenix LLC
since 1994. Through Inverness and its
affiliates, Mr. Comis has been engaged in
sponsoring and investing in private equity
transactions since 1990. Director:
National-Oilwell, Inc. (manufacturer and
distributor of oilfield equipment).
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
AND DIRECTORSHIPS IN DIRECTOR TERM
OTHER DIRECTORS AGE OTHER PUBLIC CORPORATIONS SINCE EXPIRING
--------------- --- ------------------------- -------- --------
<S> <C> <C> <C> <C>
Thomas E. Fairley ..... 52 President and Chief Executive Officer of 1993 2002
the Company. Director: Gulf Island
Fabrication, Inc. (fabricator of offshore
production platforms).
Benjamin F. Bailar .... 66 Dean Emeritus of the Jones Graduate School 1994 2002
of Administration at Rice University.
Director: U.S. Can Corporation, Dana
Corporation (manufacturer of auto parts)
and Smith International, Inc. (energy
services product and service provider).
</TABLE>
__________________
VOTE REQUIRED FOR ELECTION
Assuming the presence of a quorum, directors of the Company are
elected by plurality vote of the shares of Common Stock present in person
or by proxy and voting on the election of directors. Shares may be voted
for or withheld from each nominee for election as a director. Shares for
which the vote is withheld and "broker non-votes" will be excluded
entirely and have no effect on the election of directors of the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE FOR EACH NOMINEE.
BOARD AND COMMITTEE MEETINGS
During 1999, the Board held seven meetings. Each director of the
Company attended at least 75% of the aggregate number of meetings held
during 1999 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 one time in 1999. The Audit Committee met one
time in 1999. The Audit Committee, whose current members are Messrs.
Bailar, Comis and Staff, 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. The Compensation
Committee, whose current members are Messrs. Accord, Hutcheson and Staff,
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 and Restated 1996 Incentive Compensation
Plan, each non-employee director receives options to purchase 2,000 shares
of Common Stock of the Company on the day following each annual meeting of
stockholders while such plan remains in effect. Each non-employee director
who joins the Board also receives options 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.
3
<PAGE>
STOCK OWNERSHIP
The following table sets forth, as of April 24, 2000, 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), and (iii) all directors and executive officers
of the Company as a group, and (iv) any other stockholders known by the
Company to be the beneficial owner of more than 5% of the outstanding
Common Stock, all as 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> PERCENT
NAME OF BENEFICIAL OWNER SHARES OF CLASS
------------------------ -------- --------
<S> <C> <C>
Thomas E. Fairley ................... 509,826(1) ___%
Ronald O. Palmer .................... 479,701(1) ___%
Dimensional Fund Advisors Inc.(2) ... 1,474,500 ___%
James C. Comis III .................. 8,012,000(1)(3) ___%
H. K. Acord ......................... 31,000(1) *
Benjamin F. Bailar .................. 40,000(1)(4) *
Edward C. Hutcheson, Jr. ............ 27,000(1) *
Victor M. Perez ..................... 225,515(1) *
Michael D. Cain ..................... 48,000(1) *
Kenneth W. Bourgeois ................ 52,000(1) *
Joel V. Staff ....................... 20,000(1) *
C. Douglas Stroud ................... 6,250(1) *
Charles E. Tizzard .................. 23,500(1) *
All directors and executive ......... 9,474,792(5) ___%
officers as a group (12 persons)
</TABLE>
- -------------------------
* Less than one percent
(1) Includes the following number of shares subject to options that are
exercisable by June 23, 2000: Mr. Fairley, 466,540; Mr. Palmer,
411,801; Mr. Comis, 12,000; Mr. Acord, 16,000; Mr. Bailar 6,000; Mr.
Hutcheson 6,000; Mr. Perez, 225,515; Mr. Cain, 48,000; Mr.
Bourgeois, 52,000; Mr. Staff, 10,000; Mr. Stroud, 6,250; and Mr.
Tizzard, 23,500.
(2) Based on a Schedule 13G, dated February 11, 2000, filed with the
Securities and Exchange Commission. In its Schedule 13G, Dimensional
Fund Advisors ("Dimensional") reported sole voting and dispositive
power with respect to 1,474,500 shares as a result of acting as
investment manager to four investment companies registered under the
Investment Company Act of 1940 and certain other commingled group
trusts and accounts. Dimensional disclaims beneficial ownership of
all such securities. The address of Dimensional is 1299 Ocean Avenue,
11th Floor, Santa Monica, CA 90401.
(3) Includes 8,000,000 shares beneficially owned by Inverness/Phoenix
Partners LP and Executive Capital Partners I LP (together, the
"Funds"). The general partner of the Funds is Inverness/Phoenix
Capital LLC, of which Mr. Comis is an indirect controlling member.
Mr. Comis disclaims ownership of all shares beneficially owned by the
Funds.
(4) Includes 34,000 shares beneficially owned by a trust of which Mr.
Bailar is the sole trustee and beneficiary.
(5) Includes 1,283,606 shares subject to options that are exercisable by
June 23, 2000 held by executive officers and directors of the Company.
4
<PAGE>
EXECUTIVE COMPENSATION
ANNUAL COMPENSATION
The following table sets forth all cash compensation and options
granted for the three years ended December 31, 1999 to the Company's Chief
Executive Officer and each of its four other most highly compensated
executive officers (collectively, the "Named Executive Officers").
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------- ------------
OTHER NO. OF SHARES
ANNUAL UNDERLYING
COMPEN- OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION(1) GRANTED COMPENSATION
- --------------------------- ---- ------ ----- --------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Thomas E. Fairley ............ 1999 $ 210,000 $ --- $ --- 24,000 $ 1,909
President and Chief 1998 210,000 35,000 --- 16,000 1,890
Executive Officer 1997 210,000 95,970 --- 12,000 1,260
Ronald O. Palmer ............. 1999 $ 210,000 $ --- 23,500 $ 1,909
Chairman of the Board 1998 210,000 35,000 --- 16,000 1,890
1997 210,000 95,970 --- 12,000 1,260
Victor M. Perez .............. 1999 $ 150,000 $ --- $ --- 16,500 $ 1,364
Vice President, Chief 1998 150,000 25,000 --- 15,000 1,350
Financial Officer and 1997 68,550 --- 12,000 1,104
Treasurer
C. Douglas Stroud ............ 1999 $ 142,000 $ --- $ --- --- $ 1,291
Vice President - 1998 22,142 30,000 --- 25,000 213
Business Development
Kenneth W. Bourgeois ......... 1999 $ 105,000 $ --- $ --- 12,000 $ 954
Vice President and 1998 105,000 20,000 --- 12,000 945
Controller 1997 105,000 30,000 --- 12,000 753
</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.
5
<PAGE>
1999 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 1999.
1999 STOCK OPTION GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
% OF TOTAL STOCK PRICE APPRECIATION FOR
NO. OF SHARES OPTIONS OPTION TERM(2)
UNDERLYING GRANTED TO --------------------------
OPTIONS EMPLOYEES EXERCISE EXPIRATION
NAME GRANTED(1) IN 1999 PRICE DATE 5% 10%
---- ------- ------- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Thomas E. Fairley ...... 24,000 12.1% $4.50 2/26/09 $ 67,920 $ 172,080
Ronald O. Palmer ....... 23,500 11.8% $4.50 2/26/09 $ 66,505 $ 168,495
Victor M. Perez ........ 16,500 8.3% $4.50 2/26/09 $ 46,695 $ 118,305
C. Douglas Stroud....... --- --- --- --- --- ---
Kenneth W. Bourgeois ... 12,000 6.0% $4.50 2/26/09 $ 33,960 $ 86,040
- -----------------
</TABLE>
(1) These options became exercisable in annual 25% increments beginning on
February 26, 2000 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
$4.50.
AGGREGATE OPTION EXERCISES DURING 1999 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 5,000 $ 35,450 453,540/42,000 $ 2,182,290/$37,500
Ronald O. Palmer --- --- 398,926/41,500 $ 1,900,891/$36,719
Victor M. Perez --- --- 214,640/33,750 $ 952,646/$25,781
C. Douglas Stroud --- --- 6,250/18,750 --- / ---
Kenneth W. Bourgeois --- --- 43,000/27,000 $ 72,135/$18,750
</TABLE>
- ------------------------
(1) Based on the difference between the closing sale price of Common
Stock of $7.0625 on December 31, 1999, as reported by the Nasdaq
National Market, and the exercise price of such options.
6
<PAGE>
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 1999 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.
COMPENSATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION
General
The Compensation Committee, which is currently comprised of three 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.
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 views EBITDA (earnings
before interest, taxes, depreciation and amortization) growth as the
Company's primary short-term strategic goal. In 1999, primarily as a
result of the significant depression in day rates in all geographic areas
in which the Company conducts its business, there were no annual cash
incentive bonuses paid to any of the Company's executive officers.
STOCK-BASED INCENTIVE COMPENSATION. The purpose of the Company's stock
incentive program is to link management and stockholders interest by
focusing on intermediate and long-term results. In 1999, the Compensation
Committee sought to accomplish these objectives by granting stock options
to certain of the Company's key employees.
7
<PAGE>
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 1999, the
Compensation 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 remained at $210,000 in 1999. His base salary has
been established by considering various factors, including his experience
and performance and the extent to which his total compensation package is
at risk under incentive compensation programs. Mr. Fairley did not receive
an annual cash incentive bonus in 1999.
During 1999, Mr. Fairley received grants of stock options for 24,000
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
H. K. ACCORD EDWARD C. HUTCHESON, JR. JOEL V. STAFF
PROPOSAL TO AMEND THE AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
GENERAL
The Company is currently authorized to issue an aggregate of 45 million
shares of capital stock, consisting of 40 million shares of common stock,
$0.01 par value per share (the "Common Stock"), and five million shares of
preferred stock, $0.01 par value per share (the "Preferred Stock"). As of
April 24, 2000, the number of shares of Common Stock of the Company that
were authorized and not outstanding or reserved for issuance was
___________. The Board believes that the current amount of unreserved
shares of Common Stock available for issuance in the future is inadequate.
Accordingly, subject to the approval of the stockholders of the Company,
the Board has approved an amendment to paragraph 1 of Article IV (the
"Charter Amendment") of the Company's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") to increase the
authorized number of shares of Common Stock to 55 million shares as
follows:
"1. AUTHORIZED STOCK. The Corporation shall be authorized to
issue an aggregate of 60,000,000 shares of capital stock, of
which 55,000,000 shall be common stock, $0.01 par value per
share (the "Common Stock"), and 5,000,000 shall be Preferred
Stock, $0.01 par value per share (the "Preferred Stock")."
PURPOSES AND POSSIBLE EFFECTS OF THE CHARTER AMENDMENT
The Charter Amendment will ensure that the Company has sufficient shares
of Common Stock available to provide a reserve of shares available for
issuance in connection with possible future actions as are approved by the
Board, including, but not limited to, equity financings, corporate mergers
and acquisitions and employee incentive and compensation plans. The
increased number of shares will provide the Company with the financial
flexibility necessary to react quickly to the equity markets given the
financial environment in which the Company operates. The Board also
believes that this will permit the Company to respond promptly and
appropriately to business opportunities as industry conditions improve,
including any future acquisition opportunities that may develop in the
markets in which the Company operates.
8
<PAGE>
The Charter Amendment will permit the Board to cause the issuance of
additional shares of Common Stock without further vote of the stockholders
of the Company, unless such approval is required by applicable law or by
the Nasdaq National Market or any other stock exchange on which the
Company's Common Stock may then be listed. Therefore, shares of Common
Stock may be issued without the delay and expense normally associated with
the necessity of obtaining prior stockholder approval. Elimination of this
delay will better enable the Company to engage in financing transactions
and acquisitions on an opportunistic and more competitive basis as market
and financial conditions continue to improve.
The new shares of Common Stock will be part of the existing class of
Common Stock of the Company and, if and when issued, will have the same
rights and privileges as the shares of Common Stock presently issued and
outstanding. Although the Board will authorize the issuance of shares of
Common Stock only when it considers doing so to be in the best interests of
the stockholders of the Company, the issuance of additional Common Stock
may have a dilutive effect on the voting rights and percentage ownership
interests of the existing holders of the Common Stock. Stockholders of the
Company do not have preemptive rights to purchase additional shares of any
newly-issued Common Stock in order to maintain their proportionate share of
ownership in the Company. Additionally, the Board may use authorized, but
unissued, shares of Common Stock to create impediments to a takeover or
transfer of control, which holders of Common Stock may deem to be in their
best interest or in which holders of Common Stock may be offered a premium
for their shares over the market price. However, the Board is not
currently aware of any attempt to take control of the Company and has not
presented this proposal with the intention that the increase in authorized
shares of Common Stock be used as any type of anti-takeover device.
EFFECTIVE DATE OF THE CHARTER AMENDMENT
If the Charter Amendment to the Company's Certificate of Incorporation is
adopted by the stockholders at the Meeting, the Charter Amendment will
become effective and the number of authorized shares of Common Stock of the
Company will be increased upon filing of the Charter Amendment with the
Secretary of State of Delaware.
REQUIRED VOTE
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock entitled to vote at the Meeting is required for
approval of the Charter Amendment to the Company's Certificate of
Incorporation.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR THE PROPOSAL TO AMEND ARTICLE IV OF THE COMPANY'S CERTIFICATE OF
INCORPORATION.
PROPOSAL TO APPROVE AN AMENDMENT TO
THE AMENDED AND RESTATED
1996 INCENTIVE COMPENSATION PLAN
GENERAL
The Board believes that the growth of the Company depends significantly
upon the efforts of its officers, directors and key employees and that such
individuals are best motivated to put forth maximum effort on behalf of the
Company if they own an equity interest in the Company. In accordance with
this philosophy, the Board adopted and the stockholders approved the 1996
Incentive Compensation Plan prior to the Company's initial public offering
of its Common Stock. In 1997, the Board and the stockholders of the
Company approved the Amended and Restated 1996 Incentive Compensation Plan
(the "Plan"), which provided for stock option grants to non-employee
directors ("Outside Directors") and increased the total number of shares of
Common Stock that may be awarded under the Plan. The Board has recently
again amended the Plan to increase the amount of shares that may be issued
under the Plan (the "Amendment") and has directed that the Amendment be
submitted for approval by the stockholders at the Meeting.
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Officers, Outside Directors and other key employees of the Company are
eligible to receive awards ("Incentives") under the Plan when designated by
the Compensation Committee. With respect to participants not subject to
Section 162(m) of the Code, the Compensation Committee may delegate its
authority to grant Incentives under the Plan to appropriate personnel of
the Company. Presently, there are approximately 42 key employees of the
Company, including its executive officers, who participate in the Plan.
Incentives under the Plan may be granted to officers and employees in any
one or a combination of the following forms: (i) incentive and non-
qualified stock options; (ii) stock appreciation rights; (iii) restricted
stock; (iv) performance shares, (v) stock awards; and (vi) cash awards.
PURPOSES OF THE PROPOSAL
The Board is committed to creating and maintaining a compensation system
based to a significant extent on grants of equity-based incentive awards.
The Board considers equity-based incentives an important component of its
efforts to attract and retain talented individuals, an increasing need as
the Company continues to grow and require additional executive and
management talent. In addition, the Board believes that option grants help
the Company attain its long-term goals by linking the compensation of key
employees to shareholder returns. The Board believes that approval of the
Amendment will allow the Company to continue to provide members of
management and key personnel with a proprietary interest in the growth and
performance of the Company.
TERMS OF THE PLAN
SHARES ISSUABLE THROUGH THE PLAN
The amendment to the Plan will increase the total number of shares of
Common Stock with respect to which Incentives may be granted under the Plan
from 900,000 to 1,500,000 shares. Common Stock issued under the Plan may
be authorized and unissued shares or treasury shares. As of April 24,
2000, there were 810,000 shares subject to outstanding options granted
under the Plan to officers, directors and employees. Incentives with
respect to no more than 100,000 shares may be granted to a single
participant in one calendar year. No more than an aggregate of 100,000
shares may be issued through the Plan as restricted stock, performance
shares or stock awards.
Shares of Common Stock subject to Incentives that are canceled, terminated
or forfeited, or shares of Common Stock that are issued as Incentives and
forfeited or reacquired by the Company, will again be available for
issuance under the Plan. A deduction from the shares issuable under the
Plan will not be made with respect to Incentives, such as stock
appreciation rights or performance shares, that are paid in cash rather
than stock. Additional rules for determining the number of shares granted
under the Plan may be made by the Compensation Committee as deemed
necessary.
Each of the limitations on shares of Common Stock that may be granted
through the Plan, as well as shares subject to outstanding Incentives, will
be proportionately adjusted in the event of any recapitalization, stock
dividend, stock split, combination of shares or other change in the Common
Stock. The terms of any Incentive shall also be adjusted to the extent
appropriate, in the reasonable discretion of the Compensation Committee, to
provide participants with the same relative rights before and after the
occurrence of such an event.
On April 24, 2000, the closing sale price of a share of Common Stock, as
reported on the Nasdaq National Market, was $___.
ADMINISTRATION OF THE PLAN
The Compensation Committee administers the Plan and has plenary authority
to award Incentives under the Plan to officers and employees, to interpret
the Plan, to establish any rules or regulations relating to the Plan that
it determines to be appropriate, to delegate its authority as appropriate,
and to make any other determination that it believes necessary or advisable
for the proper administration of the Plan.
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AMENDMENTS TO THE PLAN
The Board may amend or discontinue the Plan at any time. However, the
shareholders must approve any amendment that would materially increase the
benefits accruing to participants under the Plan, materially increase the
number of shares of Common Stock that may be issued under the Plan, or
materially expand the classes of persons eligible to participate in the
Plan. No amendment or discontinuance of the Plan may materially impair any
previously granted Incentive without the consent of the recipient.
TYPES OF INCENTIVES
The Compensation Committee may grant the following types of Incentives to
officers and employees: non-qualified or incentive stock options,
restricted stock, stock appreciation rights, performance shares, stock
awards and cash awards. The various types of Incentives are described
further below:
STOCK OPTIONS. The Compensation Committee may grant non-qualified stock
options or incentive stock options to purchase shares of Common Stock and
will determine the number and exercise price of the options, provided that
the option exercise price may not be less than the fair market value of the
Common Stock on the date of grant. The term of the options, and the time
or times that the options become exercisable, will also be determined by
the Compensation Committee, provided that the term of an incentive stock
option may not exceed 10 years.
The option exercise price may be paid in cash, check, in shares of Common
Stock that, unless otherwise permitted by the Compensation Committee, have
been held for a least six months, or through a broker-assisted exercise
arrangement. The Compensation Committee may also approve the purchase by
the Company of an unexercised stock option from the optionee by mutual
agreement for the difference between the exercise price and the fair market
value of the shares covered by the option.
Incentive stock options will be subject to certain additional requirements
necessary in order to qualify as incentive stock options under Section 422
of the Code.
RESTRICTED STOCK. Shares of Common Stock may be granted by the
Compensation Committee to an eligible employee and made subject to
restrictions regarding their sale, pledge or other transfer by the employee
for a specified period (the "Restricted Period"). All shares of restricted
stock will be subject to such restrictions as the Compensation Committee
may designate in an agreement with the employee, including, among other
things, that the shares are required to be forfeited or resold to the
Company in the event of termination of employment or in the event specified
performance goals or targets are not met. A Restricted Period of at least
three years is required, except that if vesting is subject to the
attainment of performance goals, a minimum Restricted Period of one year is
required. Unless otherwise provided in an incentive agreement, the
Compensation Committee may, in its discretion, terminate the Restricted
Period at any time. Subject to the restrictions provided in the restricted
stock agreement and the Plan, a participant receiving restricted stock
shall have all of the rights of a shareholder as to such shares.
STOCK APPRECIATION RIGHTS. A stock appreciation right (an "SAR") is a
right to receive, without payment to the Company, a number of shares of
Common Stock, cash or any combination thereof, the amount of which is
determined pursuant to the formula described below. An SAR may be granted
in conjunction with a stock option or alone without reference to any stock
option.
The Plan confers on the Compensation Committee discretion to determine the
number of shares to which an SAR will relate as well as the duration and
exercisability terms of an SAR. In the case of an SAR granted with respect
to a stock option, the number of shares of Common Stock to which the SAR
pertains will be reduced in the same proportion that the holder exercises
the related option.
Upon exercise of an SAR, the holder is entitled to receive an amount
that is equal to the aggregate amount of the appreciation in the
shares of Common Stock as to which the SAR is exercised. For
this purpose, the "appreciation" in the shares consists of the
amount by which the fair market value of the shares of Common
Stock on the exercise date exceeds (i) in the case of an SAR related to
a stock option, the purchase price of the shares under the option or
(ii) in the case of an SAR granted alone without reference to a related
stock option, an amount equal to the fair market value of a
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<PAGE>
share of Common Stock on the date of the grant, which shall be determined
by the Compensation Committee at the time of grant.
PERFORMANCE SHARES. Performance Shares consist of the grant by the
Company to an eligible employee of a contingent right to receive shares of
Common Stock or cash. Each performance share will be subject to the
achievement of performance objectives by the Company, an operating division
or a subsidiary by the end of or within a specified period. The number of
shares granted and the performance criteria will be determined by the
Compensation Committee. The award of performance shares shall not create
any rights in a participant as a stockholder of the Company until the
issuance of shares of Common Stock with respect to an award. Performance
shares may be awarded in conjunction with the grant of dividend equivalent
payment rights that entitle a participant to receive an amount equal to the
cash dividends paid on an equal number of shares of Common Stock during the
period beginning on the date of grant of an award and ending on the date on
which the award is paid or forfeited.
STOCK AWARDS. The Compensation Committee may grant shares of Common Stock
to a participant as additional compensation for services previously
provided to the Company. The number of shares of Common Stock to be
granted pursuant to a stock award shall be determined by the Compensation
Committee
CASH AWARDS. The Compensation Committee may grant a cash award consisting
of a monetary payment to a participant as additional compensation for
services to the Company. Payment of a cash award may relate to the tax
liability of a participant in connection with the grant, exercise, or
payment of an Incentive or may depend upon achievement of performance
objectives by the Company or by individuals. Cash awards may be subject to
other terms and conditions, which may vary from time to time among
participants, as the Compensation Committee determines to be appropriate.
GRANT OF STOCK OPTIONS TO OUTSIDE DIRECTORS
The Plan provides for the automatic grant of non-qualified stock options
to acquire 10,000 shares of Common Stock of the Company to each person who
becomes an Outside Director after January 1, 1997. In addition, each
Outside Director will receive an automatic grant of non-qualified stock
options to acquire 2,000 shares of Common Stock on the day following each
annual meeting of stockholders while the Plan remains in effect and shares
of Common Stock remain available thereunder.
The options granted to Outside Directors are exercisable immediately and
have a term of ten years. If an Outside Director ceases to serve on the
Board of Directors for any reason, exercisable options granted under the
Plan must be exercised within one year from the date of termination of
Board service, except that if a director retires from Board service on or
after reaching age 65, exercisable options may be exercised for a period of
five years, but no later than ten years following grant. The exercise
price of the Outside Director options will be equal to the fair market
value of a share of Common Stock on the date of grant.
TERMINATION OF EMPLOYMENT
If a participant, other than an Outside Director, ceases to be an employee
of the Company for any reason, including death, any Incentive may be
exercised, shall vest or shall expire at such time or times as may be
determined by the Compensation Committee in the Incentive agreement with
the participant.
CHANGE OF CONTROL
In the event of a change of control of the Company, as defined in the
Plan, all outstanding options and SARs granted under the Plan automatically
will become fully exercisable, all restrictions or limitations on any
Incentives will lapse and all performance criteria and other conditions
relating to the payment of Incentives will be deemed to be achieved.
In addition to the acceleration of exercisability and vesting upon the
occurrence of a change of control, the Compensation Committee will have
the authority to take a variety of actions regarding outstanding
Incentives. Within certain time periods, the Compensation Committee
may (i) require that all outstanding stock options remain exercisable
only for a limited time, after which time all such Incentives
will terminate, (ii) require the surrender to the Company of
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<PAGE>
some or all outstanding options in exchange for a stock or cash payment for
each option equal in value to the per-share change of control value,
calculated as described in the Plan, over the exercise price, (iii) make
any equitable adjustments to outstanding Incentives as the Committee deems
necessary to reflect the corporate change or (iv) provide that an option
shall become an option relating to the number and class of shares of stock
or other securities or property (including cash) to which the participant
would have been entitled in connection with the change of control if
the participant had been a shareholder.
TRANSFERABILITY OF INCENTIVES
Stock options, SARs and performance shares are transferable only by will
and by the laws of descent and distribution, except that stock options may
also be transferred pursuant to a domestic relations order, to family
members, to a family partnership, to a family limited liability company or
to a trust for the benefit of family members, if permitted by the
Compensation Committee and if provided in the Incentive agreement or an
amendment thereto.
PAYMENT OF WITHHOLDING TAXES IN STOCK
A participant may, but is not required to, satisfy his or her withholding
tax obligation by electing to have the Company withhold, from the shares
the participant would otherwise receive upon exercise or vesting of an
Incentive, shares of Common Stock having a value equal to the amount
required to be withheld. This election must be made prior to the date on
which the amount of tax to be withheld is determined and is subject to the
Compensation Committee's right of disapproval.
AWARDS TO BE GRANTED
The grant of awards to officers and employees under the Plan is entirely
in the discretion of the Compensation Committee. The Compensation
Committee has not yet made a determination as to the awards to be granted
to officers and employees under the Amendment.
FEDERAL INCOME TAX CONSEQUENCES
Under existing federal income tax provisions, a participant who
receives stock options, SARs or performance shares or who receives shares
of restricted stock that are subject to restrictions that create a
"substantial risk of forfeiture" (within the meaning of Section 83 of the
Code) will not normally realize any income, nor will the Company normally
receive any deduction for federal income tax purposes, in the year such
Incentive is granted.
When a non-qualified stock option granted pursuant to the Plan is
exercised, the employee will realize ordinary income measured by the
difference between the aggregate fair market value of the shares of Common
Stock on the exercise date and the aggregate purchase price of the shares
of Common Stock as to which the option is exercised, and, subject to
Section 162(m) of the Code, the Company will be entitled to a deduction in
the year the option is exercised equal to the amount the employee is
required to treat as ordinary income.
An employee generally will not recognize any income upon the exercise
of any incentive stock option, but the excess of the fair market value of
the shares at the time of exercise over the option price will be an item of
adjustment, which may, depending on particular factors relating to the
employee, subject the employee to the alternative minimum tax imposed by
Section 55 of the Code. An employee will recognize capital gain or loss in
the amount of the difference between the exercise price and the sale price
on the sale or exchange of stock acquired pursuant to the exercise of an
incentive stock option, provided the employee does not dispose of such
stock within either two years from the date of grant or one year from the
date of exercise of the incentive stock option (the "Required Holding
Periods"). An employee disposing of such shares before the expiration of
the Required Holding Periods will recognize ordinary income generally equal
to the difference between the option price and the fair market value of the
stock on the date of exercise. The remaining gain, if any, will be capital
gain. The Company will not be entitled to a federal income tax deduction
in connection with the exercise of an incentive stock option, except where
the employee disposes of the Common Stock received upon exercise before the
expiration of the Required Holding Periods.
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When an SAR is exercised, the employee will recognize ordinary income
in the year that the SAR is exercised equal to the value of the
appreciation that he is entitled to receive, and, subject to Section 162(m)
of the Code, the Company will be entitled to a deduction in the same year
and in the same amount.
An employee who receives restricted stock or performance shares will
normally recognize taxable income on the date the shares become
transferable or no longer subject to substantial risk of forfeiture or on
the date of their earlier disposition. The amount of such taxable income
will be equal to the amount by which the fair market value of the shares of
Common Stock on the date such restrictions lapse (or any earlier date on
which the shares are disposed of) exceeds their purchase price, if any. An
employee may elect, however, to include in income in the year of purchase
or grant the excess of the fair market value of the shares of Common Stock
(without regard to any restrictions) on the date of purchase or grant over
its purchase price. Subject to the limitations imposed by Section 162(m)
of the Code, the Company will be entitled to a deduction for compensation
paid in the same year and in the same amount as income is realized by the
employee. Dividends currently paid to the participant will be taxable
compensation income to the participant and deductible by the Company.
A participant who receives a stock award under the Plan will realize
ordinary income in the year of the award equal to the fair market value of
the shares of Common Stock covered by the award on the date it is made and,
subject to Section 162(m) of the Code, the Company will be entitled to a
deduction equal to the amount the employee is required to treat as ordinary
income. An employee who receives a cash award will realize ordinary income
in the year the award is paid equal to the amount thereof and the amount of
the cash award will be deductible by the Company, subject to Section 162(m)
of the Code.
When the exercisability or vesting of an Incentive granted under the
Plan is accelerated upon a change of control, any excess on the date of the
change in control of the fair market value of the shares or cash issued
under Incentives over the purchase price of such shares may be
characterized as "parachute payments" (within the meaning of Section 280G
of the Code) if the sum of such amounts and any other such contingent
payments received by the employee exceeds an amount equal to three times
the "base amount" for such employee. The base amount generally is the
average of the annual compensation of such employee for the five years
preceding such change in ownership or control. An "excess parachute
payment" with respect to any employee, is the excess of the present value
of the parachute payments to such person, in the aggregate, over and above
such person's base amount. If the amounts received by an employee upon a
change in control are characterized as parachute payments, such employee
will be subject to a 20% excise tax on the excess parachute payments
pursuant to Section 4999 of the Code, and the Company will be denied any
deduction with respect to such excess parachute payments.
This summary of federal income tax consequences does not purport to be
complete. Reference should be made to the applicable provisions of the
Code. There also may be state and local income tax consequences applicable
to transactions involving Incentives.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the total votes
cast in person or by proxy at the Meeting is required for approval of the
Amendment.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED 1996 INCENTIVE
COMPENSATION PLAN.
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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, 1999 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), and SEACOR SMIT, Inc. (CKH). Hvide Marine Incorporated's
Class A Common Stock has been removed for all periods due to a public
market no longer existing for its Class A Common Stock. 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
[PERFORMANCE GRAPH WILL BE INSERTED HERE]
ASSUMES $100 INVESTED ON MAY 16, 1996
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 1999
<TABLE>
<CAPTION>
TOTAL RETURN
-------------------------------------------------------------------------------------------
MAY 16, 1996 DECEMBER 31, 1996 DECEMBER 31, 1997 DECEMBER 31, 1998 DECEMBER 31, 1999
------------ ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
Trico ................... 100 300 367 61 88
Peer Group Index ........ 100 114 135 66 91
S&P 500 ................. 100 112 150 192 233
</TABLE>
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CERTAIN TRANSACTIONS
In April 1999, the Company entered into a purchase agreement (the
"Purchase Agreement") with affiliates of Inverness Management LLC for the
purchase of $50,000,000 of Common Stock of the Company. Under the Purchase
Agreement, Inverness/Phoenix Partners LP and Executive Capital Partners I
LP (the "Investors") agreed to purchase, in two tranches, 8,000,000 shares
of the Company's Common Stock at $6.25 per share. On May 6, 1999, the
Company sold 4,000,000 shares of Common Stock to the Investors for an
aggregate consideration of $25 million. On June 28, 1999, the Company sold
the remaining 4,000,000 shares of Common Stock to the Investors for an
aggregate consideration of $25 million. Pursuant to the Purchase
Agreement, the Company paid an aggregate of $2 million in transaction fees
to the Investors in connection with the purchase of the Common Stock, as
well as legal fees and other issuance costs, which totaled $1.7 million.
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 1999, a statement on Form 4 with respect to the
exercise of 5,000 stock options by Thomas E. Fairley, the President and
Chief Executive Officer of the Company, was not timely filed due to a
clerical error.
RELATIONSHIP WITH INDEPENDENT
PUBLIC ACCOUNTANTS
The Company's consolidated financial statements for the year ended
December 31, 1999, were audited by the firm of PricewaterhouseCoopers LLP.
Under the resolution appointing PricewaterhouseCoopers LLP to audit the
Company's financial statements, such firm will remain as the Company's
auditors until replaced by the Board. Representatives of
PricewaterhouseCoopers 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 (i) the
name and business and residential addresses of the nominating
stockholder and any person acting in concert with the nominating
stockholder, (ii) the number of shares of Common Stock owned by the
nominating stockholder and the dates on which these shares were
acquired, (iii) a epresentation that the nominating stockholder intends
to appear in person or by proxy at the Meeting to make the
proposed nomination, (iv) 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
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person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the nominating stockholder,
and (v) 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 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 2001 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 ________, 2001. Under the Company's By-laws, advance
notice of stockholder proposals must be received by April 10, 2001 in order
to be considered at the 2001 annual meeting of the stockholders of the
Company.
By Order of the Board of Directors
Victor M. Perez
SECRETARY
Houma, Louisiana
May __, 2000
