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 Sec. 240.14a-11(c) or Sec. 240.14a-12
TIDEWATER 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) or Schedule 14A.
[ ] $500 per each part to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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 transactions applies:
___________________________________________________________________________
(2) Aggregate number of securities to which transactions applies:
___________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
___________________________________________________________________________
(5) Total fee paid:
___________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
___________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
(3) Filing party:
___________________________________________________________________________
(4) Date filed:
___________________________________________________________________________
<PAGE>
TIDEWATER INC.
1440 CANAL STREET
NEW ORLEANS, LA 70112
June 10, 1996
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of
Tidewater Inc. to be held at the Radisson Hotel, 1500 Canal Street, New Orleans,
Louisiana, on Thursday, July 25, 1996, at 10:00 a.m., C.D.S.T.
The attached Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the meeting. During the meeting, we will
also report on the operations of the Company. Directors and officers of the
Company will be present to respond to any questions that stockholders may have.
Please sign, date and return the enclosed proxy card promptly. If you
attend the meeting, which we hope you will do, you may vote in person even if
you have previously mailed a proxy card.
Sincerely,
WILLIAM C. O'MALLEY
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
<PAGE>
TIDEWATER INC.
1440 CANAL STREET
NEW ORLEANS, LA 70112
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of the Stockholders of TIDEWATER INC. will be held at
the Radisson Hotel, 1500 Canal Street, New Orleans, Louisiana, on Thursday, July
25, 1996, at 10:00 a.m., C.D.S.T., to vote upon the following matters:
1. The election of four Directors to serve three-year terms ending in July
1999 or until their successors are elected and qualified;
2. Ratification of the selection of KPMG Peat Marwick LLP as the Company's
independent accountants for the fiscal year ending March 31, 1997; and
3. Such other matters as may properly come before the meeting or any
adjournment thereof.
May 29, 1996, has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the meeting.
Stockholders are requested to date, sign and return as soon as possible the
enclosed proxy card. A return envelope which requires no postage if mailed in
the United States is enclosed for that purpose.
By Order of the Board of Directors
CLIFFE F. LABORDE
SENIOR VICE PRESIDENT, SECRETARY,
AND GENERAL COUNSEL
New Orleans, Louisiana
June 10, 1996
<PAGE>
TABLE OF CONTENTS
DESCRIPTION PAGE
------------------------------------- -----
Solicitation of Proxies.............. 1
Revocation of Proxies................ 1
Shares Outstanding and Voting
Procedures........................... 1
Security Ownership of Certain
Beneficial Owners.................... 2
Security Ownership of Management..... 2
Election of Directors (Proposal 1)... 3
Committees of the Board.............. 5
Compensation Committee Interlocks and
Insider Participation................ 5
Director Compensation................ 5
Executive Compensation............... 7
Compensation Committee Report........ 11
Performance Graph.................... 14
Interest in Certain Transactions..... 15
Proposal for the Ratification of
Selection of Independent Accountants
(Proposal 2)......................... 16
Stockholder Proposals and Director
Nominations.......................... 16
Other Matters........................ 17
<PAGE>
TIDEWATER INC.
1440 CANAL STREET
NEW ORLEANS, LA 70112
PROXY STATEMENT
SOLICITATION OF PROXIES
This Proxy Statement and the accompanying proxy card are furnished in
connection with the solicitation by the Board of Directors of Tidewater Inc.
(the "Company") of proxies to be used at the Annual Meeting of Stockholders of
the Company which will be held at the Radisson Hotel, 1500 Canal Street, New
Orleans, Louisiana, on Thursday, July 25, 1996, at 10:00 a.m., C.D.S.T., and at
any adjournment thereof. Only stockholders of record at the close of business on
May 29, 1996, are entitled to vote at the meeting or any adjournment thereof.
The Company will bear the costs of soliciting proxies. Proxies may be
solicited, without extra remuneration, by Directors, officers, or employees of
the Company, by mail, telephone, telex, telefax, telegram, or personal
interview. The Company will reimburse brokers, banks, and other custodians,
nominees, or fiduciaries for their reasonable expenses in forwarding proxies and
proxy materials to beneficial owners of shares.
REVOCATION OF PROXIES
Any stockholder giving a proxy may revoke it at any time before it is voted
by voting in person at the meeting or by delivering written revocation or a
later dated proxy to the Secretary of the Company.
SHARES OUTSTANDING AND VOTING PROCEDURES
The Bylaws of the Company (the "Bylaws") provide that the holders of a
majority of the shares of common stock of the Company, par value $.10 per share
(the "Common Stock"), issued and outstanding and entitled to vote at the
Annual Meeting, present in person or represented by proxy, shall constitute a
quorum at the Annual Meeting. The Bylaws further provide that, except as
otherwise provided by statute, the Certificate of Incorporation of the Company,
or the Bylaws, all matters coming before the Annual Meeting shall be decided by
the vote of a majority of the number of shares of Common Stock present in person
or represented by proxy at the Annual Meeting and entitled to vote thereat.
Votes cast by proxy or in person at the Annual Meeting will be counted by
the persons appointed by the Company to act as election inspectors for the
meeting. The election inspectors will treat shares represented by proxies that
reflect abstentions as shares that are present and entitled to vote for purposes
of determining the presence of a quorum and for purposes of determining the
outcome of any matter submitted to the stockholders for a vote.
Abstentions as to particular proposals will have the same effect as votes
against such proposals. Broker non-votes as to particular proposals will not,
however, be deemed to be a part of the voting power present with respect to such
proposals and will not therefore count as votes for or against such proposals
and will not be included in calculating the number of votes necessary for
approval of such proposals.
As of the close of business on May 29, 1996, the Company had 61,918,904
shares of Common Stock that were issued, outstanding, and entitled to vote. Each
share of Common Stock is entitled to one vote with respect to matters to be
voted upon at the meeting.
1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table and notes thereto indicate the name, address, and stock
ownership of each person or persons known by the Company to own beneficially
more than 5% of the Company's voting securities as of May 29, 1996:
AMOUNT AND
NATURE OF PERCENT
NAME AND ADDRESS BENEFICIAL OF
OF BENEFICIAL OWNER OWNERSHIP CLASS(2)
- ------------------------------------- ---------- ---------
COMMON STOCK
FMR Corporation.................... 8,075,706(1) 13.0%
82 Devonshire Street
Boston, MA 02109
- ------------
(1) Based on amended Schedule 13G dated April 9, 1996, filed with the Commission
reporting the beneficial ownership position of FMR Corporation.
(2) Based on 61,991,477 shares of Common Stock outstanding on May 29, 1996.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership of the Common Stock
as of May 29, 1996, with respect to each executive officer named in the Summary
Compensation Table and by all Directors and executive officers as a group:
AMOUNT AND NATURE OF
BENEFICIAL PERCENT
NAME OWNERSHIP* OF CLASS
- ------------------------------------- -------------------- ---------
Robert H. Boh........................ 10,000(1) **
Donald T. Bollinger.................. 25,644(1)(2) **
Arthur R. Carlson.................... 6,100(1) **
Richard M. Currence.................. 124,649(3) **
Larry D. Hornbeck.................... 173,486 **
Hugh J. Kelly........................ 7,000(1) **
Cliffe F. Laborde.................... 65,694(4) **
John P. Laborde...................... 198,301(5) **
Paul W. Murrill...................... 6,100(1) **
William C. O'Malley.................. 220,126(6) **
Lester Pollack....................... 1,996,999(7) 3.2%(8)
J. Hugh Roff, Jr..................... 7,000(9) **
Stephen A. Snider.................... 47,376(10) **
Ken C. Tamblyn....................... 49,695(11) **
All Directors and Executive Officers
as a group (14 persons)............ 2,938,170(12) 4.7%(13)
- ------------
* Unless otherwise indicated by footnote, all shares are held by the named
individuals with sole voting and investment powers.
** Less than 1.0%.
(1) Includes 6,000 shares of Common Stock that such person has the right to
acquire within 60 days upon exercise of a Non-Employee Director stock
option.
(2) Includes 103 shares held by Mr. Bollinger's son, as to which Mr. Bollinger
disclaims beneficial ownership.
(3) Includes 94,669 shares which Mr. Currence has the right to acquire within
60 days through the exercise of employee stock options together with
related restricted stock awards, and 4,153 shares of Common Stock
attributable to Mr. Currence's account in the Company's Savings Plan, as to
which shares Mr. Currence has sole voting power.
(4) Includes 48,738 shares which Mr. Laborde has the right to acquire within 60
days through the exercise of employee stock options together with related
restricted stock awards, 7,848 shares held in trusts for Mr. Laborde's
minor children, beneficial ownership of which is disclaimed, and 594 shares
of Common Stock attributable to Mr. Laborde's account in the Company
Savings Plan, as to which shares Mr. Laborde has sole voting power.
(5) Includes 1,000 shares which Mr. Laborde has the right to acquire within 60
days through the exercise of a Non-Employee Director stock option and 932
shares owned by Mr. Laborde's wife, beneficial ownership of which is
disclaimed.
2
(6) Includes 150,000 shares which Mr. O'Malley has the right to acquire within
60 days through the exercise of employee stock options, and 126 shares of
Common Stock attributable to Mr. O'Malley's account in the Commpany's
Savings Plan, as to which shares Mr. O'Malley has sole voting power.
(7) Includes 4,000 shares of Common Stock which Mr. Pollack has the right to
acquire within 60 days through exercise of a Non-Employee Director stock
option, and 1,992,999 shares owned by the Corporate Partners Group, as to
which Mr. Pollack disclaims beneficial ownership.
(8) Calculated on the basis of 61,991,477 shares of Common Stock outstanding at
May 29, 1996, plus the number of shares such person has the right to
acquire within 60 days.
(9) Includes 5,000 shares of Common Stock which Mr. Roff has the right to
acquire within 60 days upon exercise of a Non-Employee Director stock
option.
(10) Includes 42,471 shares which Mr. Snider has the right to acquire within 60
days through the exercise of employee stock options together with related
restricted stock awards, and 905 shares of Common Stock attributable to Mr.
Snider's account in the Company's Savings Plan, as to which shares Mr.
Snider has sole voting power.
(11) Includes 24,268 shares which Mr. Tamblyn has the right to acquire within 60
days through the exercise of employee stock options together with related
restricted stock awards, and 2,891 shares of Common Stock attributable to
Mr. Tamblyn's account in the Company's Savings Plan, as to which shares Mr.
Tamblyn has sole voting power.
(12) Includes 400,146 shares of Common Stock that such persons have the right to
acquire within 60 days through the exercise of options together with
related restricted stock awards; 2,001,882 shares for which Directors and
executive officers reported indirect ownership and disclaim beneficial
ownership; and 8,669 shares of Common Stock attributable to such persons'
accounts in the Company's Savings Plan, as to which shares such persons
have sole voting power only.
(13) Calculated on the basis of 61,991,477 shares of Common Stock outstanding at
May 29, 1996, and the 400,146 shares that all Directors and executive
officers as a group have the right to acquire within 60 days.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Company's Certificate of Incorporation divides the Board of Directors
into three classes, as nearly equal in number as possible, with each class of
Directors serving a three-year term. The term of office of the classes of
Directors expires in rotation so that one class is elected at each Annual
Meeting for a full three-year term. The terms of Messrs. Boh, Bollinger,
Hornbeck and Kelly will expire at the Annual Meeting.
Under the terms of the Agreement and Plan of Merger entered into by the
Company and Hornbeck Offshore Services, Inc. ("Hornbeck") in connection with
the Company's acquisition of Hornbeck, Larry D. Hornbeck, former Chairman of the
Board, President and Chief Executive Officer of Hornbeck, became a member of the
Board of Directors of the Company on March 15, 1996 with a term expiring at the
Annual Meeting. In addition, in the consulting agreement entered into between
the Company and Mr. Hornbeck in connection with the acquisition, the Company
agreed to recommend to the stockholders the re-election of Mr. Hornbeck to the
Board for a full three-year term. See "Interest in Certain
Transactions -- Related Party Transactions."
The Board of Directors has nominated and urges you to vote FOR the election
of Messrs. Boh, Bollinger, Hornbeck and Kelly for terms of office ending in
1999. Proxies solicited hereby will be so voted unless stockholders specify
otherwise in their proxies.
It is intended that the proxies solicited hereby will be voted FOR the
election of each individual named under "Nominees" below. In the event any
nominee is not a candidate when the election occurs, it is intended that the
proxies will be voted for the election of the other nominees and may be voted
for any substitute nominee. The Board of Directors has no reason to believe that
any nominee will not be a
3
candidate or, if elected, will be unable or unwilling to serve as a Director. In
no event, however, will the proxies be voted for a greater number of persons
than the number of nominees named.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR TERM
NOMINEES AGE OR EMPLOYMENT SINCE EXPIRING
- ------------------------------ --- ------------------------------------------------------ -------- --------
<S> <C> <C> <C> <C>
Robert H. Boh................. 65 Chairman and Former President and Chief Executive 1978 1999
Officer of Boh Bros. Construction Co. (general
construction contractor); Chairman of Hibernia
Corporation and Hibernia National Bank, and Director
of BellSouth Telecommunications, Inc.
Donald T. Bollinger........... 46 Chairman of Bollinger Shipyards, Inc. since 1989 and 1990 1999
its Chief Executive Officer since 1985; Director of
Banc One Louisiana Corporation and Louisiana Worker's
Compensation Corp.
Larry D. Hornbeck............. 57 Former Chairman, President and Chief Executive Officer 1996 1999
of Hornbeck Offshore Services, Inc.; Director of
Coastal Towing, Inc.
Hugh J. Kelly................. 71 Oil and gas consultant since 1989; former Chief 1990 1999
Executive Officer of Ocean Drilling and Exploration
Company, 1977-1989; Director of Hibernia Corporation,
Chieftain International, Inc. and Central Louisiana
Electric Co.
PRINCIPAL OCCUPATION DIRECTOR TERM
DIRECTORS CONTINUING IN OFFICE AGE OR EMPLOYMENT SINCE EXPIRING
- ------------------------------ --- ------------------------------------------------------ -------- --------
Arthur R. Carlson............. 55 Managing Director, Trust Company of the West 1982 1997
(investment advisor) since 1982.
John P. Laborde............... 72 Former Chairman, President and Chief Executive Officer 1956 1997
of the Company from 1956 to 1994; Director of Stolt
Comex Seaway S.A., Stone Energy Corporation, Stewart
Enterprises, Inc. and American Bureau of Shipping.
Paul W. Murrill............... 61 Professional Engineer. Chairman of Piccadilly 1981 1998
Cafeterias since 1994. Served as Special Advisor to
the Chairman of the Board of Gulf States Utilities Co.
(public utility), 1987-1989, its Chairman, 1982-1987,
and its Chief Executive Officer, 1982-1986; Director
of Entergy Corporation, Howell Corporation, Piccadilly
Cafeterias, Inc., ZYGO Corp. and First Mississippi
Corporation.
William C. O'Malley........... 59 Chairman, President and Chief Executive Officer of the 1994 1997
Company since 1994; prior thereto, served as Chairman
of the Board and Chief Executive Officer of Sonat
Offshore Drilling, Inc.; Director of American Oilfield
Divers, Inc. and Hibernia Corporation.
Lester Pollack................ 62 Senior Managing Director of Corporate Advisors, L.P. 1992 1998
since 1988, Managing Director of Lazard Freres & Co.
LLC since 1995 (prior thereto a general partner) Chief
Executive Officer of Centre Partners, L.P. since 1986
and Managing Director of Centre Partners Management
LLC since 1995; Director of Continental Cablevision,
Inc., Kaufman & Broad Home Corporation, La Salle Re
Limited, Parlex Corporation, Polaroid Corporation,
Sphere Drake Holdings, Ltd., and SunAmerica, Inc.
J. Hugh Roff, Jr.............. 64 Chairman of the Board of PetroUnited Terminals, Inc. 1986 1998
(petrochemical terminals) since 1986; Director of
Texas Commerce Bank, N.A.
</TABLE>
4
COMMITTEES OF THE BOARD
The Company has standing Executive, Audit, and Compensation Committees of
the Board of Directors. It has no nominating committee. During fiscal 1996,
seven meetings of the Board of Directors were held. Each Director attended at
least 75% of the aggregate of the meetings of the Board and the Committees on
which they served.
The Company's Executive Committee is composed of Messrs. Robert H. Boh,
Arthur R. Carlson, Larry D. Hornbeck, John P. Laborde, Paul W. Murrill, William
C. O'Malley, Lester Pollack, and J. Hugh Roff, Jr. The function of the Committee
is to act in the place of the Board of Directors at times when the Board is not
in session. The Committee may exercise all powers of the Board except those
powers specifically reserved to the Board under applicable law. The Committee
did not meet during fiscal 1996.
The Company's Audit Committee is composed of Messrs. Donald T. Bollinger,
John P. Laborde, Paul W. Murrill, and Lester Pollack. The Committee met five
times during fiscal 1996. The principal functions of the Committee are to
recommend selection of independent auditors, review the plan for and results of
audit examinations by internal and independent auditors, review the Company's
annual financial statements prior to release to the public, and review and
approve the services provided and fees charged by independent auditors. The
Committee also monitors and evaluates internal accounting controls of the
Company and ensures continuing adherence to stated management policies and
regulatory requirements in the area of financial reporting.
The Company's Compensation Committee is composed of Messrs. Robert H. Boh,
Arthur R. Carlson, Hugh J. Kelly, and J. Hugh Roff, Jr. The Committee met five
times during fiscal 1996. The principal functions of the Committee include
responsibility for considering all substantive elements of the Company's total
employee compensation package, including overall plan design for each of the
Company's major benefit programs, determining appropriate actuarial assumptions
and funding methods, appointing and monitoring independent investment managers
and monitoring compliance with applicable provisions of state and federal law.
The Committee also has responsibility for determining salary and bonus awards
for officers and determining stock option and restricted stock awards for all
key employees.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Company's Compensation Committee are Messrs. Robert H.
Boh, Arthur R. Carlson, Hugh J. Kelly, and J. Hugh Roff, Jr. None of the members
of the Compensation Committee have been officers or employees of the Company or
any of its subsidiaries. No executive officer of the Company served in the last
fiscal year 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.
DIRECTOR COMPENSATION
Non-Employee Directors of the Company receive an annual retainer fee of
$20,000 and a fee of $1,500 for attendance at each meeting of the Board of
Directors. Directors also receive a fee of $1,000 for attendance at each meeting
of any Committee of the Board of Directors or $1,400 for attendance at those
Committee meetings they chair. Directors are also reimbursed for any direct
expense incurred by them in attending meetings of the Board of Directors or its
Committees. Non-Employee Directors also automatically receive a non-qualified
stock option to purchase 1,000 shares of Common Stock after each Annual Meeting
of Stockholders of the Company. The exercise price of the stock options is equal
to the closing price for the Common Stock reported on the New York Stock
Exchange consolidated tape on the date of the Annual Meeting of Stockholders or,
if not reported on that day, on the first day thereafter that it is reported.
Non-Employee Director options may not be exercised until six months after the
date of grant and then may not be exercised if such exercise constitutes a
triggering event under the Company's Shareholder Rights Plan. The options lapse
10 years from the date of grant or one year after termination of the Director's
services as a Director of the Company, whichever occurs first.
5
The Company provides a Deferred Compensation Plan pursuant to which a
Non-Employee Director may elect to defer all fees which are payable to him from
the Company. Deferred amounts are credited to an account in the name of the
participant as a cash credit or a phantom Common Stock credit of the Company's
Common Stock. Cash credit accounts are credited quarterly with interest at a
rate based upon the one year U.S. Treasury Bill rate. The phantom share accounts
are credited with a Common Stock dividend equivalent at the time dividends are
paid on Common Stock. Upon the earlier of termination of Board service with the
Company or the Director's attainment of age 65, amounts accrued under this Plan
are payable either in a lump sum or over a period of two to ten years, at the
election of the participant. Directors participate at their election in this
Plan on a year-to-year basis. Two Directors participated in the Deferred
Compensation Plan during fiscal 1996.
The Company also provides a Retirement Plan for the benefit of Non-Employee
Directors who retire from the Board on or after reaching age 65 or after
completing five or more years of service on the Board. Under the Retirement
Plan, an eligible Director will be entitled to an annual benefit equal to the
annual retainer fee for a Board member at the time of his retirement. The
benefit is payable for a term equal to the number of years the retired Director
served as a Non-Employee Director. If a Director dies prior to payment of his
benefit, a death benefit is payable to his beneficiaries equal to the then
present value of the unpaid benefit.
The Deferred Compensation Plan and the Retirement Plan both provide for the
acceleration of the payment of certain benefits in the event of a change of
control in the Company. In such event, any unpaid benefits deferred under the
Deferred Compensation Plan as a cash credit only and any Retirement Plan
benefits are payable upon the Company's receipt of a request for payment by a
Director.
6
EXECUTIVE COMPENSATION
The following table summarizes, for each of the three fiscal years ended
March 31, 1994, 1995, and 1996, the compensation of the named individuals in all
capacities in which they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION --------------------------------------------
----------------------------- RESTRICTED NO. OF
NAME AND FISCAL STOCK OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(1) AWARDED COMPENSATION(2)
- ------------------------------------- ------ --------- --------- ---------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
William C. O'Malley(3)............... 1996 $ 500,000 $ 456,000 -0- 50,000 $11,376
Chairman, President and Chief 1995 268,918 200,000 $1,636,250(4) 450,000 1,938
Executive Officer
Richard M. Currence.................. 1996 245,000 175,000 -0- 22,000 11,226
Executive Vice President 1995 242,500 140,000 38,760(5) 45,675 11,151
1994 232,500 140,000 43,607(5) 22,000 9,951
Ken C. Tamblyn....................... 1996 235,000 175,000 -0- 22,000 10,926
Executive Vice President and 1995 232,000 140,000 37,091(5) 45,000 10,851
Chief Financial Officer 1994 222,500 135,000 43,607(5) 22,000 9,649
Cliffe F. Laborde.................... 1996 200,000 120,000 -0- 18,000 9,876
Senior Vice President, Secretary 1995 197,500 85,000 26,878(5) 30,875 9,801
and General Counsel 1994 186,250 90,000 32,715(5) 15,000 8,563
Stephen A. Snider.................... 1996 160,000 68,000 -0- 18,000 8,676
Senior Vice President 1995 149,583 85,000 26,878(5) 35,875 8,373
1994 137,500 70,000 32,715(5) 15,000 7,101
</TABLE>
- ------------
(1) Reflects the number of shares of restricted stock awarded multiplied by the
closing market price of the Company's Common Stock on the date of grant.
(2) Consists of amounts contributed by the Company on behalf of the named
executive officer pursuant to the Company's Savings Plan and Supplemental
Savings Plan and health care premiums paid by the Company under the
Company's Executive Medical Plan. See following table.
(3) Mr. O'Malley joined the Company on September 19, 1994.
(4) Reflects the value of 75,000 shares of restricted stock that were awarded to
Mr. O'Malley in Fiscal 1995 of which 50,000 shares remain subject to
restriction. The aggregate market value of the 50,000 shares subject to
restriction was $2,850,000 as of March 29, 1996.
(5) Reflects the value of shares of restricted stock (the "Restricted Shares")
that the named individual has the right to receive upon the exercise of
related stock options. Once issued, the Restricted Shares are restricted for
a period of six months. Once the Restricted Shares are issued, the holders
of the Restricted Shares will be entitled to receive any dividends paid to
the holders of Common Stock of the Company. For Fiscal 1995, the number of
Restricted Shares to be received by each named individual is as follows: Mr.
Currence -- 1,742 shares, Mr. Tamblyn -- 1,667 shares, Mr. Laborde -- 1,208
shares, and Mr. Snider -- 1,208 shares. For Fiscal 1994, the number of
Restricted Shares to be received by each named individual is as follows: Mr.
Currence -- 2,222 shares, Mr. Tamblyn -- 2,222 shares, Mr. Laborde -- 1,667
shares, and Mr. Snider -- 1,667 shares.
7
AMOUNTS CONTRIBUTED BY THE COMPANY
PURSUANT TO SAVINGS PLAN AND SUPPLEMENTAL SAVINGS PLAN
AND HEALTH CARE PREMIUMS PAID BY THE COMPANY
UNDER EXECUTIVE MEDICAL PLAN
<TABLE>
<CAPTION>
CONTRIBUTIONS PREMIUMS PAID
UNDER UNDER EXECUTIVE
NAME FISCAL YEAR SAVINGS PLANS MEDICAL PLAN
- ------------------------------------- ----------- -------------- ----------------
<S> <C> <C> <C>
William C. O'Malley.................. 1996 $7,500 $3,876
1995 0 1,938
1994 0 0
Richard M. Currence.................. 1996 7,350 3,876
1995 7,275 3,876
1994 6,975 2,976
Ken C. Tamblyn....................... 1996 7,050 3,876
1995 6,975 3,876
1994 6,673 2,976
Cliffe F. Laborde.................... 1996 6,000 3,876
1995 5,925 3,876
1994 5,587 2,976
Stephen A. Snider.................... 1996 4,800 3,876
1995 4,497 3,876
1994 4,125 2,976
</TABLE>
STOCK OPTIONS
The following table contains certain information concerning the grant of
stock options to the named individuals during the fiscal year ended March 31,
1996:
OPTION GRANTS IN FISCAL YEAR ENDED MARCH 31, 1996
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OPTIONS ANNUAL RATES OF STOCK
OF SHARES GRANTED TO PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES OPTION TERM
OPTIONS IN LAST EXERCISE EXPIRATION --------------------------
NAME GRANTED(1) FISCAL YEAR PRICE(2) DATE 5% 10%
- ------------------------------------- ---------- ------------ -------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
William C. O'Malley.................. 50,000 18.1% $ 39.00 3/26/06 $ 1,226,345 $ 3,107,798
Richard M. Currence.................. 22,000 8.0% 39.00 3/26/06 539,592 1,367,431
Ken C. Tamblyn....................... 22,000 8.0% 39.00 3/26/06 539,592 1,367,431
Cliffe F. Laborde.................... 18,000... 6.5% 39.00 3/26/06 441,484 1,118,807
Stephen A. Snider.................... 18,000 6.5% 39.00 3/26/06 441,484 1,118,807
</TABLE>
- ------------
(1) The options become fully exercisable within three years after the date of
grant. Excercisability is accelerated upon a change of control.
(2) The exercise price is equal to the closing price of the Company's common
stock on the New York Stock Exchange consolidated tape on the date of grant.
OPTION EXERCISES AND HOLDINGS
The following table sets forth certain information concerning the exercise
of options during the fiscal year ended March 31, 1996, and unexercised options
held on March 31, 1996:
8
AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED MARCH 31, 1996
AND OPTION VALUES AS OF MARCH 31, 1996
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
NUMBER OF SHARES UNDERLYING IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT MARCH 31, 1996 MARCH 31, 1996(2)
ACQUIRED VALUE ------------------------------ ---------------------------
NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------- ----------- ----------- -------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William C. O'Malley.................. -0- -0- 150,000 350,000 $ 2,303,125 $ 4,606,250
Richard M. Currence.................. 3,700 $ 124,412 92,608 60,117 2,016,469 700,344
Ken C. Tamblyn....................... 47,582 1,195,265 42,601 58,917 793,753 668,319
Cliffe F. Laborde.................... -0- -0- 47,225 43,584 979,415 459,409
Stephen A. Snider.................... 10,000 209,750 40,958 46,917 826,046 522,736
</TABLE>
- ------------
(1) Reflects the difference between the closing sale price of the Company's
Common Stock on the exercise date and the exercise price of the options.
(2) Reflects the difference between the closing sale price of the Company's
Common Stock on March 29, 1996, and the exercise price of the options.
PENSION PLANS
DEFINED BENEFIT PENSION PLAN. The Company and its participating
subsidiaries sponsor a defined benefit pension plan ("Pension Plan") covering
eligible employees. Upon normal retirement at age 65, the Pension Plan provides
a monthly benefit equal to the sum of (i) 1.5% of five-year final average
earnings above Social Security covered compensation times years of credited
service to a maximum of 35, plus (ii) 0.85% of five-year final average earnings
of Social Security covered compensation times years of credited service to a
maximum of 35, plus (iii) 1% of five-year final average earnings times credited
service in excess of 35 years.
Early retirement benefits are available upon attainment of age 55 and
completion of 10 years of credited service and are payable on a reduced basis.
There is no reduction for benefits payable at age 62 or later. For employees
retiring between age 55 and 62, the reduction is 5% per year for each year prior
to age 62. A retiring employee may select a life annuity or one of several
optional forms of settlement.
Employees completing five years of credited service are 100% vested in
their pension benefits. Messrs. O'Malley, Currence, Tamblyn, Cliffe Laborde, and
Snider have 1, 22, 10, 4 and 4 years of credited service, respectively, under
the Company's Pension Plan.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. Under federal law, an employee's
benefits under a qualified pension plan are limited to certain maximum amounts.
The Company has adopted a supplemental executive retirement plan ("SERP") to
supplement the benefits received by the Company's officers participating in the
Pension Plan. The supplemental benefits consist of an amount equal to the excess
of the participant's benefits calculated under the Pension Plan over the maximum
benefit permitted by law. The SERP also gives credit for prior service by the
SERP participants without regard to any break in service. As a consequence,
under the SERP Messrs. Currence and Snider were given credit for prior service
without regard to their breaks in service. The SERP also provides for payment of
a supplemental monthly benefit upon an officer's death or upon the later of
attainment of age 55 or separation from service. The monthly benefit is equal to
the sum of (i) 2.0% of five-year final average earnings above Social Security
covered compensation times years of credited service to a maximum of 35 years,
plus (ii) 1.35% of five-year final average earnings below Social Security
covered compensation times years of credited service to a maximum of 35 years,
plus (iii) 1% of five-year final average earnings times credited service in
excess of 35 years. The monthly benefit provided by the SERP is offset by the
monthly benefit provided by the Pension Plan.
The following table sets forth estimated aggregate combined annual benefits
payable in the form of a straight life annuity under the Pension Plan and the
SERP upon retirement to persons in the remuneration
9
and years-of-service classifications specified. Benefits are not subject to any
deduction for Social Security or other offset amounts.
PENSION PLANS TABLE
<TABLE>
<CAPTION>
FIVE-YEAR YEARS OF CREDITED SERVICE AT RETIREMENT
FINAL AVERAGE ----------------------------------------------------------
EARNINGS 15 20 25 30 35
- ------------------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$150,000............................. $ 42,311 $ 56,415 $ 70,519 $ 84,623 $ 98,726
$175,000............................. 49,811 66,415 83,019 99,623 116,226
$200,000............................. 57,311 76,415 95,519 114,623 133,726
$225,000............................. 64,811 86,415 108,019 129,623 151,226
$250,000............................. 72,311 96,415 120,519 144,623 168,726
$300,000............................. 87,311 116,415 145,519 174,623 203,726
$400,000............................. 117,311 156,415 195,519 234,623 273,726
$500,000............................. 147,311 196,415 245,519 294,623 343,726
$600,000............................. 177,311 236,415 295,519 354,623 413,726
</TABLE>
EMPLOYMENT CONTRACTS
The Company has entered into an employment agreement (the "Employment
Agreement") with Mr. William C. O'Malley, pursuant to which Mr. O'Malley agreed
to serve as the Chairman, President, and Chief Executive Officer of the Company.
Under the Employment Agreement, which has a term that expires on December 31,
1997, the Company pays Mr. O'Malley an annual base salary of $500,000. In
addition, Mr. O'Malley is eligible for an annual incentive bonus in accordance
with the terms of the Company's Annual Incentive Plan. Among other terms, the
Employment Agreement provides that if Mr. O'Malley's employment is terminated
without cause (or if he terminates for good reason) following a change of
control (as defined in the Employment Agreement) of the Company, then Mr.
O'Malley will be entitled to receive cash in an amount equal to two times his
annual base salary. Under the Employment Agreement, the Company has agreed to
pay Mr. O'Malley such additional amounts as are necessary in order that his
total retirement benefits will not be less than the benefits he would have been
entitled to receive under the retirement plans of his previous employer. Upon
death or disability, Mr. O'Malley or his estate will be paid 50% of the base
salary that he would have been paid under the Employment Agreement for the
remaining term.
SEVERANCE AGREEMENTS
The Company has entered into severance agreements with Messrs. Currence,
Tamblyn, Cliffe Laborde, and Snider (the "Severance Agreements").
The Severance Agreements provide for a lump sum payment by the Company to
each executive in the event the executive's employment with the Company is
terminated (other than for death, retirement, disability, or cause as defined in
the Severance Agreements), or the executive terminates his employment for good
reason as defined in the Severance Agreements, following a change in control of
the Company.
Under the Severance Agreements, upon a termination for which a severance
payment is required, an amount shall be paid to the executive equal to two times
the executive's average annual base salary for the three years prior to
termination. In addition, the Severance Agreements provide for: (a) continuation
of Company group welfare benefits until the earlier of two years after
termination or until normal retirement age would have been reached or until
replacement of the benefits as a result of the executive's employment with
others; (b) a payment equal to the employer contributions to the Company's
Savings Plan that would have been made for the two years following the date of
termination or until normal retirement age would have been reached, whichever
comes earlier; (c) a payment equal to the present value of the additional
retirement benefit which would have been earned under the Company's Pension Plan
if employment had continued until the earlier of two years following date of
termination or until normal retirement age would have been reached; and (d) a
cash payment equal to the difference between the option price and the higher
10
of market value on date of termination, or the highest price paid in connection
with the change in control, for all stock options exercisable during the next
two years. Any payment or benefit to be received by the executive in connection
with a change in control or the termination of employment will be reduced to the
extent necessary to preserve the deductibility of payments made to the executive
pursuant to Section 280G of the Internal Revenue Code.
COMPENSATION COMMITTEE REPORT
PRINCIPLES OF EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
composed of independent Non-Employee Directors who are responsible for
Tidewater's compensation programs. The executive compensation program is
designed to help the Company attract, motivate, and retain the executive talent
that the Company needs in order to maximize its return to shareholders. Toward
that end, the Company's executive compensation program has been structured based
on the following principles:
o COMPETITIVE LEVELS OF COMPENSATION -- Tidewater attempts to provide
its executives with a total compensation package that, at expected levels of
performance, is competitive with those provided to executives who hold
comparable positions or have similar qualifications. Total compensation is
defined to include base salary, annual incentive bonus, long-term incentives,
and executive benefits.
The Company's philosophy is to provide a total compensation package which
is market driven. The Company determines competitive levels of compensation for
executive positions based on information drawn from compensation surveys, proxy
statements for comparable organizations and independent compensation
consultants. Tidewater considers market pay data for general industry companies
with comparable revenues to Tidewater and the Value Line Oilfield Service peer
companies used in the total shareholder return graph in this proxy statement in
setting competitive compensation levels.
o PAY FOR PERFORMANCE -- Tidewater's base salary and incentive plans are
managed within a pay for performance framework. As a result, while the expected
value of an executive's compensation package may be market driven, actual
payments made to executives in a given year may be higher or lower than
competitive market rates because of Company and individual performance.
o FOCUS ON ANNUAL AND LONG-TERM RESULTS -- As part of its pay for
performance program, Tidewater maintains both an annual and a long-term
incentive plan for key employees. The purpose of the annual incentive plan is to
reward short-term performance that is tied to the Company's annual business
objectives. The long-term incentive plan focuses on providing stock based
incentives which are intended to be consistent with the goals of long term
shareholders.
DESCRIPTION OF THE CURRENT EXECUTIVE COMPENSATION PROGRAM
This section describes each of the principal elements of the Company's
executive compensation program with specific reference to the objectives
discussed above. The Company's compensation program is periodically reviewed to
ensure an appropriate mix of base salary, annual incentive, and long-term
incentive within the philosophy of providing competitive total direct
compensation opportunities.
BASE SALARY PROGRAM. Tidewater believes that offering competitive rates of
base pay plays an important role in our ability to attract and retain executive
talent. Discretionary base salary adjustments are also made for each individual
employee's performance over time. Consequently, employees with higher levels of
sustained performance over time will be paid correspondingly higher salaries.
Generally, salaries for executives are reviewed annually based on a variety of
factors, including individual performance, general levels of market salary
increases, and Tidewater's overall financial results. As was the case for fiscal
1996, base salaries for fiscal 1997 will not be adjusted upward in order to
place more emphasis on the
11
incentive portion of total cash compensation and to increase the risk/reward
element of executive compensation.
ANNUAL INCENTIVE PLAN. Tidewater's annual incentive plan is intended to
motivate, attract, and retain high quality employees by offering variable pay
tied to Company and individual performance. This program is also an important
component in providing a fully competitive compensation package to the Company's
executive officers.
A bonus pool is established each year based on the Company's overall
performance against measures established by the Compensation Committee of the
Board of Directors. In fiscal 1996, two equally weighted performance measures
were considered. These performance measures were (1) adjusted net income
compared to the budget, and (2) return on total capital compared to the Value
Line Oilfield Services industry peer group.
For fiscal 1996, the Company exceeded the maximum target for return on
total capital, and exceeded the target for adjusted net income as compared to
the budget. As a result, the overall company performance measures generated a
bonus pool from which payouts were made.
Individual awards from the established bonus pool are determined by the
Compensation Committee. The CEO provides advice to the Committee for specific
individual awards for executives other than himself. Individual awards from the
pool are based on a combination of objective performance criteria (such as
operating margins, business unit performance, and the attainment of safety
goals), as well as a discretionary evaluation of individual employee
performance.
The aggregate individual bonus awards for fiscal 1996 did not exceed the
amount of funds in the bonus pool.
LONG-TERM INCENTIVE PLAN. Tidewater's long-term incentive plan provides
long-term incentives to executives in two forms: stock options and restricted
stock.
Tidewater's stock option plan is intended to reward participants for
generating appreciation in the Company's stock price. Stock options granted
during the last fiscal year were granted at the closing price of the Company's
Common Stock on the New York Stock Exchange on the date of grant. All stock
options have a term of 10 years and are exercisable in accordance with a vesting
schedule established by the Compensation Committee at the time of the grant. For
fiscal 1996, the Compensation Committee used a vesting schedule of one-third per
year commencing one year following the grant date. Although restricted stock was
awarded in fiscal 1994 and fiscal 1995, no such grants were made in fiscal 1996.
Tidewater's overall stock option and restricted stock grant levels
generally are established by considering market data on grant levels. Individual
long-term incentive grants are based on a subjective evaluation of the level of
responsibility of each participant in the Company and individual performance.
1996 CHIEF EXECUTIVE OFFICER COMPENSATION
During fiscal 1996, Mr. William C. O'Malley served as Chief Executive
Officer pursuant to an employment contract entered into in June 1994. The
employment contract set Mr. O'Malley's annual base salary at $500,000 during the
term of the contract. On March 26, 1996, Mr. O'Malley was granted stock options
to purchase 50,000 shares of Common Stock under the provisions of the Tidewater
1992 Stock Option and Restricted Stock Plan. The size of the stock option grant
was based upon the Committee's evaluation of Mr. O'Malley's performance during
the last fiscal year. In addition, under the terms of the annual incentive plan,
Mr. O'Malley was eligible for an annual incentive award for fiscal 1996. Based
upon Company performance under the plan measures (as described previously in
this report), and the discretionary evaluation of the Company's safety
performance and his individual performance by the Compensation Committee, an
allowable payout of $456,000 was paid.
12
$1 MILLION PAY DEDUCTIBILITY CAP
Section 162(m) of the Internal Revenue Code limits the tax deductibility by
a company of compensation in excess of $1 million paid to each of its most
highly compensated executive officers. The compensation paid to each of the
named executive officers for the last fiscal year was not expected to exceed and
did not exceed the amount deductible under Section 162(m). The Compensation
Committee intends to establish executive officer compensation programs that will
maximize Tidewater's deduction if the Committee determines that such actions are
consistent with its philosophy and in the best interest of Tidewater and its
shareholders. However, from time to time, the Committee may award compensation
that is not fully deductible if the Committee determines that such award is
consistent with its philosophy and in the best interest of Tidewater and its
shareholders.
Compensation Committee:
Robert H. Boh, Chairman
Arthur R. Carlson
Hugh J. Kelly
J. Hugh Roff, Jr.
13
<PAGE>
PERFORMANCE GRAPH
The following graph compares the change in the cumulative total shareholder
return on Company shares with the cumulative total return of the Standard &
Poor's 500 Stock Index and the cumulative total return of the Value Line
Oilfield Services Group Index during fiscal 1992, 1993, 1994, 1995, and 1996.
The graph assumes the investment of $100 on April 1, 1991, at closing prices on
March 31, 1991, and the reinvestment of dividends. The Value Line Oilfield
Services Group consists of 19 companies.
[LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
FISCAL YEAR ENDING MARCH 31
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
Tidewater Inc. ........... 100 87 176 145 155 293
S&P 500 .................. 100 111 128 130 150 198
Peer Group ............... 100 80 98 87 100 145
14
INTEREST IN CERTAIN TRANSACTIONS
RELATED PARTY TRANSACTIONS
During fiscal 1996, the Company contracted with Bollinger Shipyards, Inc.
("Bollinger Shipyards") for repair services in the amount of approximately
$1,200,000 for vessels owned by the Company. The contracts were awarded to
Bollinger Shipyards on the basis of competitive bidding and/or drydock
availability. Bollinger Shipyards was also paid approximately $50,000 during
fiscal 1996 for dockage service provided for the Company's vessels that had been
taken out of service. Donald T. Bollinger is the Chairman and Chief Executive
Officer of Bollinger Shipyards and a Director of the Company. In the opinion of
management, all of the Company's transactions with Bollinger Shipyards were
provided on terms that were usual, customary, and no less favorable to the
Company than would be available from unaffiliated parties.
On October 20, 1994, John P. Laborde retired as Chairman of the Board and
Chief Executive Officer of the Company after more than 38 years of service. On
July 1, 1992, the Company entered into an employment and consulting contract
(the "Consulting Contract") with Mr. Laborde relating to the terms of his
continued employment through October 20, 1994 and consulting services to be
performed following his retirement. The terms of the Consulting Contract provide
for Mr. Laborde to serve the Company as a consultant for a three-year term
through October 20, 1998 (the "Consultant Term"). Under the terms of the
Consulting Contract, Mr. Laborde is paid an annual consulting fee of $600,000.
During the Consultant Term, Mr. Laborde, among other perquisites, is entitled to
all benefits that he is eligible to receive as a retiree from the Company. Mr.
Laborde and his spouse are also entitled to be provided medical coverage by the
Company for life. If Mr. Laborde's employment as a consultant is terminated
other than under the conditions permitted in the Consulting Contract, including
termination at the option of Mr. Laborde following a change in control of the
Company, Mr. Laborde will be paid the aggregate amount of his annual consulting
fee through the last day of the Consultant Term. In the case of disability or
death, Mr. Laborde or his heirs will receive a payment equal to 50% of Mr.
Laborde's annual consulting fee from the date of termination through the last
day of the Consultant Term. In the case of disability, Mr. Laborde will also be
entitled to receive disability and other benefits at least equal to the most
favorable of those generally provided by the Company to executive officers.
In connection with the acquisition of Hornbeck Offshore Services, Inc. by
the Company, Larry D. Hornbeck entered into a two-year consulting agreement with
the Company under which Mr. Hornbeck agreed to render consulting and advisory
services to the Company in return for payments aggregating $350,000 and the
Company agreed to recommend Mr. Hornbeck for re-election to the Company's Board
for a full three-year term at the Annual Meeting. In the event of Mr. Hornbeck's
death or disability during the term of the agreement, the balance remaining to
be paid under the consulting agreement will be paid to Mr. Hornbeck or his
estate. Also, the agreement provides that Mr. Hornbeck will receive certain
health insurance benefits, indemnification with respect to activities undertaken
in connection with services rendered thereunder, and an assignment of all right,
title and interest in and to the Hornbeck name and logo.
15
PROPOSAL FOR THE RATIFICATION OF
SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL 2)
The Board of Directors has approved the appointment of KPMG Peat Marwick
LLP, independent certified public accountants, to audit the consolidated
financial statements of the Company and its subsidiaries for the fiscal year
ending March 31, 1997. Proxies solicited hereby will be so voted unless
stockholders specify otherwise in their proxies. The affirmative vote of the
holders of a majority of the Common Stock present in person or by proxy at the
meeting and entitled to vote is required for approval of this Proposal.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
Annual Meeting and will have an opportunity to make a statement if they desire
to do so. Such representatives are also to be available at the meeting to
respond to appropriate questions. The Board also expects one or more members of
its Audit Committee to be present at the Annual Meeting and to be available to
respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING MARCH 31, 1997.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Stockholders are entitled to submit proposals on matters appropriate for
stockholder action consistent with regulations of the Securities and Exchange
Commission and the Bylaws of the Company.
Should a stockholder intend to present a proposal at the Annual Meeting to
be held in 1997, it must be received by the Secretary of the Company (at 1440
Canal Street, New Orleans, Louisiana 70112) not less than 120 days in advance of
June 10, 1997, in order to be included in the Company's Proxy Statement and form
of proxy relating to that meeting.
The Company's Bylaws provide that in addition to any other applicable
requirements for business to be properly brought before the Annual Meeting by a
stockholder, the stockholder must give timely notice in writing to the
Secretary. To be timely, a stockholder's notice must be delivered or mailed to
and received at the principal executive offices of the Company not less than 75
days nor more than 100 days prior to the anniversary date of the immediately
preceding Annual Meeting, provided that in the event that the Annual Meeting is
called for a date more than 50 days prior to such anniversary date, notice by
the stockholder, in order to be timely, must be so received not later than the
close of business on the 10th day following the day on which such notice of the
date of the meeting was mailed or public disclosure of the date of the meeting
was made, whichever occurs first. A stockholder's notice to the Secretary must
set forth as to each matter the stockholder proposes to bring before the Annual
Meeting (i) a brief description of the business desired to be brought before the
Annual Meeting and the reasons for conducting such business at the Annual
Meeting, (ii) the name and record address of the stockholder proposing such
business, (iii) the class and number of shares of the Company which are
beneficially owned by the stockholder, and (iv) any material interest of the
stockholder in such business. This requirement does not preclude discussion by
any stockholder of any business properly brought before the Annual Meeting in
accordance with such procedures.
The Bylaws further provide that a stockholder of the Company entitled to
vote for the election of Directors may make nominations of persons for election
to the Board at a meeting of stockholders by complying with required notice
procedures. Such nominations shall be made pursuant to notice in writing to the
Secretary, which must be delivered or mailed to and received at the principal
executive offices of the Company not less than 75 days nor more than 100 days
prior to the anniversary date of the immediately preceding Annual Meeting,
provided that in the event the Annual Meeting is called for a date more than 50
days prior to such anniversary date, notice by the stockholder in order to be
timely must be so received
16
not later than the close of business on the 10th day following the day on which
such notice of the date of the meeting was mailed or public disclosure of the
date of the meeting was made, whichever occurs first. Such stockholder's notice
to the Secretary shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a Director, (i) the name,
age, business address, and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and number of shares of
capital stock of the Company which are beneficially owned by the person, and
(iv) any other information relating to the person that is required to be
disclosed in solicitations for proxies for election of Directors pursuant to
Rule 14A under the Securities Exchange Act of 1934 as amended; and (b) as to the
stockholder giving the notice, (i) the name and record address of the
stockholder, and (ii) the class and number of shares of capital stock of the
Company which are beneficially owned by the stockholder. The Company may require
any proposed nominee to furnish such other information as may reasonably be
required by the Company to determine the eligibility of such proposed nominee to
serve as a Director of the Company.
OTHER MATTERS
The Board of Directors knows of no business, other than that described
above, that will be presented to the meeting but, should any other matters
properly arise before the meeting, the persons named in the enclosed proxies
will vote the proxies in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
CLIFFE F. LABORDE
SENIOR VICE PRESIDENT, SECRETARY,
AND GENERAL COUNSEL
New Orleans, Louisiana
June 10, 1996
PLEASE COMPLETE AND RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE REQUIRED IF MAILED IN THE UNITED STATES.
17
<PAGE>
[FORM OF PROXY]
TIDEWATER INC.
The undersigned appoints William C. O'Malley and John P. Laborde as
P proxies, each with power to act alone or by substitution, to vote all
shares of the undersigned at the Annual Meeting of Stockholders of
R Tidewater Inc. to be held on July 25, 1996, and any adjournments thereof.
O THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, OR IF
NOT DIRECTED, FOR EACH NOMINEE AND FOR ALL PROPOSALS LISTED HEREIN, AND,
X AS SAID PROXIES DEEM ADVISABLE, ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING. RECEIPT OF THE NOTICE OF MEETING AND PROXY STATEMENT
Y IS HEREBY ACKNOWLEDGED. THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE
UNDERSIGNED.
SEE REVERSE SIDE. If you wish to vote in accordance with the Board of
Directors' recommendations, just sign on the reverse side. You need not mark
any boxes.
SEE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE REVERSE
SIDE
<PAGE>
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE NOMINEES FOR DIRECTOR LISTED BELOW
1. To elect directors to hold office until July 1999 or until
their successors are elected and qualified.
NOMINEES: Robert H. Boh, Donald T. Bollinger,
Larry D. Hornbeck, and Hugh J. Kelly
FOR WITHHELD
[ ] ALL [ ] FROM ALL
NOMINEES NOMINEES
[ ] ______________________________________
For all nominees except as noted above
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL
2. To ratify selection of KPMG FOR AGAINST ABSTAIN
Peat Marwick LLP as inde-
pendent auditors. [ ] [ ] [ ]
MARK HERE
FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
Please sign exactly as your name appears hereon. IF the stock is issued in the
names of two or more persons, each of them should sign the proxy. If the proxy
is executed by a corporation, it should be signed in the corporate name by an
authorized officer. When signing as attorney, executor, administrator, trustee,
or guardian, or in any other representative capacity, give full title as such.
Signature: ___________________________________ Date: __________
Signature: ___________________________________ Date: __________
PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN
ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
