<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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[_] 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.
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<PAGE>
[LOGO]
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,
/s/ Thomas E. Fairley
Thomas E. Fairley
President and Chief Executive
Officer
<PAGE>
[LOGO]
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
/s/ Victor M. Perez
Victor M. Perez
Secretary
Houma, Louisiana
May 5, 2000
<PAGE>
Trico Marine Services, Inc.
250 North American Court
Houma, Louisiana 70363
May 5, 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 28,390,416 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 May
5, 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 Other Public Director Term
Nominees Age Corporations Since Expiring
-------- --- -------------------------- -------- --------
<C> <C> <S> <C> <C>
Ronald O. Palmer........... 53 Chairman of the Board of 1993 2003
the Company
Joel V. Staff.............. 56 Chairman of the Board, 1999 2003
President and Chief
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.
<CAPTION>
Other Directors
---------------
<C> <C> <S> <C> <C>
H. K. Acord................ 66 Oil and gas consultant. 1997 2001
From 1993 to 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, 1994 2001
the merchant 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 1999 2001
Inverness Management 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).
Thomas E. Fairley.......... 52 President and Chief 1993 2002
Executive Officer of the
Company. Director: Gulf
Island Fabrication, Inc.
(fabricator of offshore
production platforms).
Benjamin F. Bailar......... 66 Dean Emeritus of the Jones 1994 2002
Graduate School 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.
2
<PAGE>
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. Acord, 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 Stock 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), (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
No. of of
Name of Beneficial Owner Shares Class
------------------------ --------- -------
<S> <C> <C>
Thomas E. Fairley................................. 509,826(/1/) 1.8%
Ronald O. Palmer.................................. 479,701(/8/)(/1/) 1.7%
Dimensional Fund Advisors Inc.(/2/)............... 1,474,500 5.2%
James C. Comis III................................ 8,012,000(/1/)(/3/) 28.2%
Inverness/Phoenix Partners LP..................... 4,000,000(/3/) 14.1%
Executive Capital Partners I LP................... 4,000,000(/3/) 14.1%
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/) *
All directors and executive officers as a group
(11 persons)..................................... 9,474,792(/5/) 31.9%
</TABLE>
- --------
* Less than one percent
(1) Includes the following number of shares subject to options that are
exercisable by June 23, 2000 held by directors and Named Executive
Officers: 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; and
Mr. Stroud, 6,250.
(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) The general partner of Inverness/Phoenix Partners LP and Executive Capital
Partners I LP (together, 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. The address of
the Funds and Inverness/Phoenix Capital LLC is 660 Steamboat Road,
Greenwich, Connecticut 06830.
(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
--------------------------------------- ------------
No. of
Shares
Underlying
Name and Principal Other Annual Options All Other
Position Year Salary Bonus Compensation(/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
Treasurer 1997 150,000 68,550 -- 12,000 1,104
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 1998 105,000 20,000 -- 12,000 945
and 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.
1999 Stock Option Grants
The following table contains information concerning the grant of stock
options to the Named Executive Officers during 1999. The Company did not issue
any stock appreciation rights during 1999.
1999 STOCK OPTION GRANTS
<TABLE>
<CAPTION>
Potential
Realizable
Value at Assumed
% of Annual Rates of
Total Stock
No. of Options Price
Shares Granted Appreciation for
Underlying to Option Term(/2/)
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.
5
<PAGE>
AGGREGATE OPTION EXERCISES DURING 1999 AND OPTION VALUES AT YEAR END
<TABLE>
<CAPTION>
Number of
Securities
Underlying
Unexercised Value of Unexercised
Shares Options at In-the-Money Options
Acquired Year End (#) at Year End(/1/)
on -------------- -------------------------
Exercise Value Exercisable/
Name (#) Realized 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 Stock 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 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.
6
<PAGE>
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.
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. Acord 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
7
<PAGE>
9,650,072. 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.
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 Stock 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 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.
8
<PAGE>
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.
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 778,000 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.
9
<PAGE>
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 May 1, 2000, the closing sale price of a share of Common Stock, as
reported on the Nasdaq Stock Market, was $7.75.
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.
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.
10
<PAGE>
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 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.
11
<PAGE>
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 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.
12
<PAGE>
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.
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.
13
<PAGE>
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.
14
<PAGE>
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), 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
[GRAPH]
Assumes $100 invested on May 16, 1996
assumes dividends reinvested
fiscal year ending December 31, 1999
<TABLE>
<CAPTION>
Total Return
------------------------------------------------
December December December December
May 16, 1996 31, 1996 31, 1997 31, 1998 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>
15
<PAGE>
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. The Investors have the right to designate two
directors of the Company as long as they own an aggregate of at least
4,000,000 shares of Common Stock, and one director of the Company as long as
they own an aggregate of at least 500,000 shares of Common Stock.
Additionally, the Investors may require the Company to file (a) up to three
registration statements under the Securities Act of 1933 as long as each
registration involves at least 20% of the Common Stock held by the Investors
and (b) a short form registration statement once during each twelve-month
period to resell Common Stock held by the Investors if at least $3 million of
Common Stock is proposed to be registered. The Investors, subject to certain
exceptions, may also require that the Company register shares of Common Stock
held by the Investors if the Company proposes to register shares of Common
Stock for its own account or that of another stockholder of the Company. The
Company also 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.
16
<PAGE>
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 representation 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 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 January 3, 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
/s/ Victor M. Perez
Victor M. Perez
Secretary
Houma, Louisiana
May 5, 2000
17
<PAGE>
TRICO MARINE SERVICES, INC.
250 NORTH AMERICAN COURT
HOUMA, LOUISIANA 70363
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF TRICO MARINE SERVICES, INC.
The undersigned hereby appoints Victor M. Perez and Kenneth W. Bourgeois,
or either of them, as proxies, each with full power of substitution, and hereby
authorizes each of them to represent and to vote, as designated on the other
side, all shares of common stock of Trico Marine Services, Inc. (the "Company")
held of record by the undersigned on April 24, 2000 at the annual meeting of
shareholders to be held on June 7, 2000, or any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER, IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE
VOTED FOR BOTH OF THE DIRECTOR NOMINEES NAMED ON THE REVERSE SIDE AND FOR
PROPOSALS 2 AND 3. THE PROXY HOLDERS NAMED ON THE REVERSE SIDE WILL VOTE IN
THEIR DISCRETION ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.
(Please see reverse side)
................................................................................
FOLD AND DETACH HERE
<PAGE>
<TABLE>
<CAPTION>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED BELOW AND FOR
PROPOSALS 2 AND 3: Please mark
your votes as
indicated in
the example [X]
<S> <C> <C>
1. Election of Directors INSTRUCTIONS: To withhold 2. Approval of an Amendment
authority to vote for any to the Company's Amended
FOR all WITHHOLD nominee, strike a line and Restated Certificate
nominees AUTHORITY through the nominee's name of Incorporation to
listed to vote listed below. increase the number of
to the right for all authorized shares
(except as nominees RONALD O. JOEL V. of common stock of the
marked to the listed PALMER STAFT Company.
contrary) to the
right FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ]
3. Approval of an amendment to the Company's 4. In his discretion, to transact such
Amended and Restated 1996 Incentive other business as may properly
Compensation Plan to increase the number come before the meeting and any
of shares of common stock that may be adjournments thereof.
awarded thereunder.
Date:___________________,2000
FOR AGAINST ABSTAIN
_____________________________
[ ] [ ] [ ] Signature of Shareholder
_____________________________
Additional Signature, if held
jointly
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 FULL
CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
.....................................................................................................
FOLD AND DETACH HERE
</TABLE>
