<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
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] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[lOGO OF TIDEWATER INC. APPEARS HERE]
TIDEWATER INC.
1440 CANAL STREET
NEW ORLEANS, LA 70112
June 12, 1998
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of
Tidewater Inc. to be held at the Pan-American Life Center Auditorium, 11th
Floor, 601 Poydras Street, New Orleans, Louisiana, on Thursday, July 23, 1998,
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,
/s/ William C. O'Malley
-----------------------------------
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 in the
Pan-American Life Center Auditorium, 11th Floor, 601 Poydras Street, New
Orleans, Louisiana, on Thursday, July 23, 1998, at 10:00 a.m., C.D.S.T., to
vote upon the following matters:
1. The election of three Directors for a term of three years and one
Director for a term of one year;
2. Ratification of the selection of Ernst & Young LLP as the Company's
independent accountants for the fiscal year ending March 31, 1999; and
3. Such other matters as may properly come before the meeting or any
adjournment thereof.
The record date for the determination of stockholders entitled to notice of
and to vote at the meeting has been fixed as June 2, 1998.
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
/s/ Cliffe F. Laborde
----------------------------------------
Cliffe F. Laborde
Senior Vice President, Secretary
and General Counsel
New Orleans, Louisiana
June 12, 1998
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
DESCRIPTION PAGE
----------- ----
<S> <C>
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................................................... 4
Compensation Committee Interlocks and Insider Participation............... 5
Director Compensation..................................................... 5
Executive Compensation.................................................... 6
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
</TABLE>
<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 in the Auditorium of the Pan-American Life
Center, 601 Poydras Street, New Orleans, Louisiana, on Thursday, July 23,
1998, at 10:00 a.m., C.D.S.T., and at any adjournment thereof. Only
stockholders of record at the close of business on June 2, 1998, 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 and entitled to vote at the Annual
Meeting.
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 June 2, 1998, the Company had 59,299,856
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
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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 June 2, 1998:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------- ---------- --------
<S> <C> <C>
Common Stock
Merrill Lynch Growth Fund.......................... 5,016,000(1) 8.5%(2)
800 Scudders Mill Road
Plainsboro, NJ 08536
</TABLE>
- --------
(1) Based on Schedule 13G dated January 28, 1998, jointly filed with the
Commission by Princeton Services, Inc., Merrill Lynch Asset Management,
L.P., and Merrill Lynch Growth Fund.
(2) Based on 59,299,856 shares of Common Stock outstanding on June 2, 1998.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership of the Common Stock
as of June 2, 1998, with respect to each executive officer named in the
Summary Compensation Table and by all Directors, nominees, and executive
officers as a group:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
NAME BENEFICIAL OWNERSHIP* OF CLASS
---- --------------------- --------
<S> <C> <C>
Robert H. Boh........................... 13,000(1) **
Donald T. Bollinger..................... 23,451(1) **
Arthur R. Carlson....................... 9,100(1) **
Richard M. Currence..................... 162,960(2)(3) **
Larry D. Hornbeck....................... 53,001(1) **
Hugh J. Kelly........................... 10,000(1) **
Cliffe F. Laborde....................... 56,780(2)(3)(4) **
John P. Laborde......................... 40,894(1)(5) **
Paul W. Murrill......................... 9,100(1) **
William C. O'Malley..................... 414,088(2)(3) **
Lester Pollack.......................... 1,499,999(1)(6) 2.5%(7)
J. Hugh Roff, Jr........................ 10,000(1) **
Donald G. Russell....................... 0 **
Stephen A. Snider....................... 34,337(2)(3)(8) **
Ken C. Tamblyn.......................... 37,349(2)(3) **
All Directors and Executive Officers as
a group (15 persons)................... 2,407,392(9) 4.0%(10)
</TABLE>
- --------
* 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 shares that may be acquired within 60 days upon exercise of Non-
Employee Director Stock Options, as follows: Mr. Boh, 9,000; Mr.
Bollinger, 9,000; Mr. Carlson, 9,000; Mr. Hornbeck, 3,000; Mr. Kelly,
9,000; Mr. Laborde, 2,000; Dr. Murrill, 9,000; Mr. Pollack, 7,000; and
Mr. Roff, 8,000.
(2) Includes shares that may be acquired within 60 days upon exercise of
Employee Stock Options, together with related restricted stock awards, as
follows: Mr. Currence, 139,151; Mr. Laborde, 27,925; Mr. O'Malley,
283,333; Mr. Snider, 24,334; and Mr. Tamblyn, 23,999.
2
<PAGE>
(3) Includes shares attributable to accounts under the Company's 401(k)
Savings Plan as follows: Mr. Currence, 307; Mr. Laborde, 701; Mr.
O'Malley, 229; Mr. Snider, 1,022; and Mr. Tamblyn, 3,065.
(4) Includes 636 shares held in trusts for Mr. Laborde's minor children,
beneficial ownership of which is disclaimed.
(5) Includes 932 shares owned by Mr. Laborde's wife, beneficial ownership of
which is disclaimed.
(6) Includes 1,492,999 shares owned by the Corporate Partners Group, as to
which Mr. Pollack disclaims beneficial ownership.
(7) Calculated on the basis of 59,299,856 shares of Common Stock outstanding
at June 2, 1998, plus the number of shares such person has the right to
acquire within 60 days.
(8) Mr. Snider resigned on February 20, 1998 in connection with the sale of
Tidewater Compression Service, Inc. ("Tidewater Compression"), the
Company's natural gas compression subsidiary.
(9) Includes 597,075 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; 1,494,567 shares for which Directors and
executive officers reported indirect ownership and disclaim beneficial
ownership; and 5,324 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.
(10) Calculated on the basis of 59,299,856 shares of Common Stock outstanding
at June 2, 1998, and the 572,741 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. Except for Mr. Russell, all of the
nominees for Directors are currently serving as Directors (see "Committees of
the Board").
The Board of Directors has nominated and urges you to vote FOR the election
of Messrs. Murrill, Pollack and Roff for terms of office ending in 2001 and
Mr. Russell for a term 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 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.
NOMINEES FOR ELECTION AT THIS MEETING TO TERMS EXPIRING IN 2001:
PAUL W. MURRILL, 63, Professional Engineer; Chairman of Piccadilly
Cafeterias since 1994; 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 ChemFirst, Inc., Entergy
Corporation, Howell Corporation, Piccadilly Cafeterias, Inc., and ZYGO Corp.
Director since 1981.
LESTER POLLACK, 64, Managing Director of Lazard Freres & Co. LLC since 1995
(prior thereto a general partner), Managing Director of Centre Partners
Management LLC since 1995; Chairman of the Board of Firearms Training Systems,
Inc., and Director of La Salle Re Limited, Parlex Corporation, Rembrandt Photo
Services, and SunAmerica Inc. Director since 1992.
3
<PAGE>
J. HUGH ROFF, Jr., 66, Chairman of the Board of PetroUnited Terminals, Inc.
(petrochemical terminals) since 1986; Advisory Director of Chase Bank of
Texas, N.A. Director since 1986.
NOMINEE FOR ELECTION AT THIS MEETING TO TERM EXPIRING IN 1999:
DONALD G. RUSSELL, 66, Chairman of Russell Companies (oil and gas
investments) since May 1998, former Executive Vice President of Sonat Inc.
from April 1993 to May 1998, and Chairman of the Board and Chief Executive
Officer of Sonat Exploration Company from February 1988 to May 1998.
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1999:
ROBERT H. BOH, 67, Chairman and Former President and Chief Executive Officer
of Boh Bros. Construction Co. (general construction contractor); and Chairman
of Hibernia Corporation and Hibernia National Bank. Director since 1978.
DONALD T. BOLLINGER, 48, Chairman of Bollinger Shipyards, Inc. since 1989
and its Chief Executive Officer since 1985; Director of Banc One Louisiana
Corporation, Campo Electronics Appliances & Computers, Inc., Louisiana
Worker's Compensation Corp., and Port of New Orleans. Director since 1990.
LARRY D. HORNBECK, 59, Former Chairman, President and Chief Executive
Officer of Hornbeck Offshore Services, Inc.; Director of Coastal Towing, Inc.
Director since 1996.
HUGH J. KELLY, 73, Oil and gas consultant since 1989; former Chief Executive
Officer of Ocean Drilling and Exploration Company, 1977-1989; Director of
Chieftain International, Inc., Central Louisiana Electric Co., and Gulf Island
Fabrication Co. Director since 1990.
DIRECTORS WHOSE TERMS CONTINUE UNTIL 2000:
ARTHUR R. CARLSON, 57, Managing Director, Trust Company of the West
(investment advisor), Director of Inuvialuit Energy, Inc. and TCW Asset
Management Company. Director since 1982.
JOHN P. LABORDE, 74, Former Chairman, President and Chief Executive Officer
of the Company from 1956 to 1994; Director of Stolt Comex Seaway S.A., Stone
Energy Corporation, Stewart Enterprises, Inc., and LSU Medical Faculty
Practice Group, Inc., and Director Emeritus of American Bankers Insurance
Group Inc. and Hibernia Corporation. Director since 1956.
WILLIAM C. O'MALLEY, 61, Chairman, President and Chief Executive Officer of
the Company since 1994; prior thereto, served as Chairman of the Board and
Chief Executive Officer of Sonat Offshore Drilling, Inc.; Director of Hibernia
Corporation, Ceanic, Inc., BE&K, and American Bureau of Shipping. Director
since 1994.
COMMITTEES OF THE BOARD
The Company has standing Executive, Audit, and Compensation Committees of
the Board of Directors. During fiscal 1998, 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 has no nominating committee. During fiscal 1998 the Board
appointed Messrs. Boh, Carlson and Murrill to an ad hoc committee to conduct a
search for an additional Director. The Committee has met one time and
concluded to recommend Mr. Donald G. Russell for election to the Board.
The Company's Executive Committee is composed of Messrs. Boh, Bollinger,
Carlson, Hornbeck, Kelly, Laborde, Murrill, O'Malley, Pollack, and Roff. 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
4
<PAGE>
except those powers specifically reserved to the Board under applicable law.
The Committee held one meeting during fiscal 1998.
The Company's Audit Committee is composed of Messrs. Bollinger, Hornbeck,
Laborde, Murrill, and Pollack. The Committee met five times during fiscal
1998. 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 and quarterly
financial statements, 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. Boh, Carlson,
Kelly, and Roff. The Committee met five times during fiscal 1998. 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 executive
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. Boh,
Carlson, Kelly, and Roff. 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
Outside Directors of the Company receive an annual retainer fee of $25,000,
except for John P. Laborde, who receives an annual retainer fee of $100,000
for the duration of his term as Director. Mr. Laborde, the founder of the
Company, served as Chairman and Chief Executive Officer of the Company for 38
years, and thereafter served as a consultant to the Company until October 20,
1997. The Board of Directors has elected Mr. Laborde to the honorary position
of Chairman Emeritus.
In addition to the annual retainer fee, Outside Directors receive a fee of
$1,500 for attendance at each meeting of the Board of Directors. Outside
Directors also receive a fee of $1,200 for attendance at each meeting of any
Committee of the Board of Directors or $1,600 for attendance at those
committee meetings they chair.
For fiscal 1998, Outside Directors also received a stock option to purchase
2,000 shares of Common Stock after the Annual Meeting of Stockholders. The
exercise price of the stock options was equal to the closing price for the
Common Stock reported on the New York Stock Exchange consolidated tape on the
date of the 1997 Annual Meeting.
For fiscal 1999, Outside Directors will receive a stock option to purchase
5,000 shares of Common Stock after the Annual Meeting. The exercise price of
the stock option will be equal to the closing price for the Common Stock
reported on the New York Stock Exchange consolidated tape on the date of the
1998 Annual Meeting.
The Company provides a Deferred Compensation Plan pursuant to which an
Outside Director may elect to defer all fees which are payable to him from the
Company. Deferred amounts are credited to an account in the
5
<PAGE>
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 1998.
The Company also provides a Retirement Plan for the benefit of Outside
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. (For Mr.
Laborde, the annual retainer fee for purposes of this Retirement Plan will be
the same amount as the other Directors' annual retainer fee.) The benefit is
payable for a term equal to the number of years the retired Director served as
an Outside 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.
EXECUTIVE COMPENSATION
The following table summarizes, for each of the three fiscal years ended
March 31, 1996, 1997, and 1998, the compensation of the named individuals in
all capacities in which they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
----------------------------- ----------------------------------
RESTRICTED NO. OF
NAME AND PRINCIPAL FISCAL STOCK OPTIONS ALL OTHER
POSITION YEAR SALARY BONUS AWARDS(1) AWARDED COMPENSATION(2)
------------------ ------ -------- ---------- ---------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
William C. O'Malley, 1998 $653,017(3) $1,275,000 2,950,000 325,000 $ 24,342
Chairman, President and 1997 500,000 750,000 -0- 100,000 18,786
Chief Executive Officer 1996 500,000 456,000 -0- 50,000 11,376
Richard M. Currence, 1998 275,000 385,667 -0- 50,000 12,126
Executive Vice
President 1997 245,000 244,389 -0- 50,000 11,226
1996 245,000 175,000 -0- 22,000 11,226
Ken C. Tamblyn, 1998 265,000 370,460 -0- 50,000 11,826
Executive Vice
President 1997 235,000 234,414 -0- 50,000 10,926
and Chief Financial
Officer 1996 235,000 175,000 -0- 22,000 10,926
Cliffe F. Laborde, 1998 215,000 252,860 -0- 40,000 10,326
Senior Vice President, 1997 200,000 153,125 -0- 35,000 9,876
Secretary and General
Counsel 1996 200,000 120,000 -0- 18,000 9,876
Stephen A. Snider, 1998 170,000 -0- -0- -0- 1,213,122
Senior Vice
President(4) 1997 160,000 87,500 -0- 30,000 8,676
1996 160,000 60,000 -0- 18,000 8,676
</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.
6
<PAGE>
(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). For Mr. Snider,
also includes $1,205,000 of incentive compensation awarded to Mr. Snider
to retain his services as a member of senior management pending the sale
of Tidewater Compression (see "Employment Contracts").
(3) Mr. O'Malley's salary was increased from $600,000 to $700,000 in September
1997.
(4) Mr. Snider resigned on February 20, 1998 in connection with the sale of
Tidewater Compression.
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 SAVINGS UNDER EXECUTIVE
NAME FISCAL YEAR PLANS MEDICAL PLAN
- ---- ----------- ------------- ---------------
<S> <C> <C> <C>
William C. O'Malley................... 1998 $20,466 $3,876
1997 15,000 3,876
1996 7,500 3,876
Richard M. Currence................... 1998 8,250 3,876
1997 7,350 3,876
1996 7,350 3,876
Ken C. Tamblyn........................ 1998 7,950 3,876
1997 7,050 3,876
1996 7,050 3,876
Cliffe F. Laborde..................... 1998 6,450 3,876
1997 6,000 3,876
1996 6,000 3,876
Stephen A. Snider..................... 1998 4,569 3,553
1997 4,800 3,876
1996 4,800 3,876
</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,
1998:
OPTION GRANTS IN FISCAL YEAR ENDED MARCH 31, 1998
<TABLE>
<CAPTION>
% OF TOTAL
NUMBER OF OPTIONS
SHARES GRANTED
UNDERLYING TO EMPLOYEES GRANT DATE
OPTIONS IN LAST EXERCISE EXPIRATION THEORETICAL
NAME GRANTED(1) FISCAL YEAR PRICE DATE VALUE(2)
- ---- ---------- ------------ -------- ---------- -----------
<S> <C> <C> <C> <C> <C>
William C. O'Malley..... 200,000 26.9% $59.000 09/25/07 $4,248,000
125,000 16.8% 45.625 03/26/08 2,052,500
Richard M. Currence..... 50,000 6.7% 45.625 03/26/08 821,000
Ken C. Tamblyn.......... 50,000 6.7% 45.625 03/26/08 821,000
Cliffe F. Laborde....... 40,000 5.4% 45.625 03/26/08 656,800
Stephen A. Snider....... -0- -0- -0- -0- -0-
</TABLE>
7
<PAGE>
- --------
(1) The options become fully exercisable within three years after the date of
grant. Exercisability is accelerated upon a change of control.
(2) The theoretical values on grant date are calculated under the Black-
Scholes Model. The Black-Scholes Model is a mathematical formula used to
value options traded on stock exchanges. This formula considers a number
of factors to estimate the option's theoretical value, including the
stock's historical volatility, dividend rate, exercise period of the
option and interest rates. The grant date theoretical value above assumes
a volatility of 35%, a dividend yield of 1.25%, a 5.75% risk free rate of
return and a ten-year option term.
OPTION EXERCISES AND HOLDINGS
The following table sets forth certain information concerning the exercise
of options during the fiscal year ended March 31, 1998, and unexercised
options held on March 31, 1998:
AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED MARCH 31, 1998
AND OPTION VALUES AS OF MARCH 31, 1998
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
NUMBER OF SHARES UNDERLYING IN-THE-MONEY OPTIONS
SHARES OPTIONS AT MARCH 31, 1998 AT MARCH 31, 1998(2)
ACQUIRED VALUE ------------------------- ----------------------------
NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William C. O'Malley..... 200,000 $7,343,750 316,666 408,334 $5,385,415(3) $92,710(3)
Richard M. Currence..... 24,820 795,742 135,187 90,668 2,770,026 41,545
Ken C. Tamblyn.......... 32,333 914,719 23,999 90,668 38,415 41,545
Cliffe F. Laborde....... 64,953 2,573,271 27,522 69,334 265,250 33,250
Stephen A. Snider(4).... 42,541 1,320,788 24,334 -0- 227,537 -0-
</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 31, 1998 and the exercise price of the options.
(3) Excludes exercisable options for 33,333 shares and unexercisable options
for 64,375 shares which Mr. O'Malley has assigned to a trust for the
benefit of his children. Mr. O'Malley does not have voting or investment
power with respect to these options.
(4) Mr. Snider's outstanding options lapse on February 20, 1999.
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 3, 24, 12, 6 and 6 years of credited service, respectively, under
the Company's Pension Plan.
8
<PAGE>
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 at age 65 to persons in the remuneration 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>
$ 250,000................... $ 71,965 $ 95,953 $ 119,942 $ 143,930 $ 167,918
$ 300,000................... 86,965 115,953 144,942 173,930 202,918
$ 400,000................... 116,965 155,953 194,942 233,930 272,918
$ 500,000................... 146,965 195,953 244,942 293,930 342,918
$ 600,000................... 176,965 235,953 294,942 353,930 412,918
$ 700,000................... 206,965 275,953 344,942 413,930 482,918
$1,000,000................... 296,965 395,953 494,942 593,930 692,918
$1,300,000................... 386,965 515,953 644,942 773,930 902,918
$1,600,000................... 476,965 635,953 794,942 953,930 1,112,918
$1,900,000................... 566,965 755,953 944,942 1,133,930 1,322,918
$2,200,000................... 656,965 875,953 1,094,942 1,313,930 1,532,918
</TABLE>
EMPLOYMENT CONTRACTS
On September 19, 1997, the Company entered into an Employment Agreement (the
"Employment Agreement") with Mr. William C. O'Malley, pursuant to which Mr.
O'Malley will serve as the Chairman, President and Chief Executive Officer of
the Company through September 19, 2000. This Employment Agreement supersedes
the previously executed Employment Agreement between the Company and Mr.
O'Malley dated June 13, 1994 and which would have expired on December 31,
1998. Under the Employment Agreement, the Company will pay Mr. O'Malley an
annual base salary of $700,000. In addition, Mr. O'Malley will be eligible for
an annual incentive bonus in accordance with the terms of the Executive
Officer Annual Incentive Plan. Pursuant to the Employment Agreement, Mr.
O'Malley was granted 50,000 restricted shares of the Company's Common Stock,
which shares are subject to certain restrictions on transfer, vesting periods,
and risks of forfeiture. Additionally, Mr. O'Malley was granted non-qualified
options to purchase 200,000 shares of the Company's Common Stock at an
exercise price equal to the fair market value of the Company's Common Stock on
the date of the option grant. Under the terms of the Stock Option Grant, the
options will become exercisable over a three-year period. Under the Employment
Agreement, the Company has agreed to pay Mr.
9
<PAGE>
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.
On August 21, 1997, the Company entered into an agreement (the "Separation
Agreement") with Stephen A. Snider pursuant to which Mr. Snider was entitled
to receive incentive compensation provided that he remained a full-time
employee of the Company through the date of closing of the Company's sale of
Tidewater Compression and achieved other performance based goals. Pursuant to
the terms of the Separation Agreement, Mr. Snider was paid a bonus of
$1,205,000.
CHANGE OF CONTROL AGREEMENTS
The Company has entered into change of control agreements (the "Change of
Control Agreements") with each of the executive officers named in the Summary
Compensation Table. Mr. O'Malley's Change of Control Agreement supersedes his
employment agreement upon a change of control of the Company. Mr. Snider's
change of Control Agreement expired concurrently with his resignation from the
company on February 20, 1998.
The Change of Control Agreements for each executive officer provide for
continued employment for a two-year period following a change of control (the
"Employment Term"). Should the officer's employment be terminated during the
Employment Term for any reason other than death, disability or "Cause," as
defined, or should the officer terminate his employment for "Good Reason," as
defined, the officer will become entitled to certain benefits. The benefits
include a lump sum payment equal to three times the officer's base salary at
termination, plus a payment equal to three times the greater of the average of
his last three bonuses or the target bonus for which the officer is eligible
within the following twelve months. Also, the officer will be entitled to
continued life and health insurance benefits for thirty-six months following
the date of termination. The officer will immediately become fully vested in
his benefits under each supplemental or excess retirement plan of the Company
in which the officer participated. In addition, the Company will contribute to
a trust for the officer's account an amount equal to the additional benefits
to which the officer would have been entitled under any qualified or non-
qualified defined benefit or defined contribution plan of the Company, as if
the officer had continued to participate in such plan for three years
following the change of control.
Mr. O'Malley's Change of Control Agreement provides that he is entitled to
payments related to any excise tax that arises as a result of the "excess
parachute payment" provisions of section 4999 of the Internal Revenue Code of
1986, to the extent such payments are provided for under any employment
agreement in effect immediately prior to a change of control. Mr. O'Malley's
current employment agreement provides for payments in such amounts as are
necessary to place Mr. O'Malley in the same after-tax position as he would
have been in had such excise tax not been applicable to him. The Change of
Control Agreements with the other named executive officers provide that if the
excise tax would be avoided by reduction of benefits payable under the Change
of Control Agreements, then a reduction will occur, unless the amount of the
reduction would exceed the excise tax due thereon, in which case there will be
no reduction. Mr. O'Malley's Change of Control Agreement also continues in
effect any additional retirement, death and disability benefits provided by an
employment agreement in effect at the time of a change of control.
10
<PAGE>
COMPENSATION COMMITTEE REPORT
PRINCIPLES OF EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is composed of
independent Outside 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:
.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 and
proxy statements for comparable organizations. Tidewater considers market pay
data for general industry companies with comparable revenues to Tidewater and
the Value Line oilfield service peer group of companies used in the total
shareholder return graph in this proxy statement in setting competitive
compensation levels.
.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.
.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 its ability to attract and retain
executive talent. Discretionary base salary adjustments are also made based
upon 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 condition. Base salaries for fiscal year 1998 were adjusted
upward to maintain competitive rates of base pay; however, greater emphasis
was placed upon the incentive portion of total cash compensation and the
risk/reward element of executive compensation.
Annual Incentive Plan. Tidewater provides an annual management incentive
plan in which all executive officers other than Mr. O'Malley participate. The
annual incentive plan is intended to attract, motivate, 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.
11
<PAGE>
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 1998, two performance measures were considered:
(1) adjusted net income compared to the budget, and (2) return on total
capital compared to the Value Line oilfield services industry peer group.
Unlike prior years where the two performance measures were equally weighted,
in fiscal 1998 the weight of the adjusted net income versus budget measure was
increased to 66.67% to underscore the Company's emphasis on net income, and
the weight of the return on total capital measure was decreased to 33.33%.
For fiscal 1998, the Company exceeded the targets for return on total
capital and 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 Chief Executive Officer provides advice to the
Committee for specific individual awards. 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 1998 did not exceed the
amount of funds in the bonus pool.
Mr. O'Malley participates in a separate Executive Officer Annual Incentive
Plan, which is described below under "1998 Chief Executive Officer
Compensation."
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 through their individual
performance. 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 1998, the
Compensation Committee used a vesting schedule of one-third per year
commencing one year following the grant date.
Tidewater's overall stock option 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.
Restricted shares were granted to Mr. O'Malley as described below under
"1998 Chief Executive Officer Compensation."
1998 CHIEF EXECUTIVE OFFICER COMPENSATION
During fiscal 1998, Mr. William C. O'Malley served as Chief Executive
Officer pursuant to an employment contract entered into in September 1997,
which supersedes the prior agreement entered into in June 1994. The employment
contract set Mr. O'Malley's annual base salary at $700,000, and granted him
options to purchase 200,000 shares of Common Stock and 50,000 shares of
restricted stock. The restricted shares have special vesting restrictions tied
to increases in the price of the Company's Common Stock with earlier vesting
upon Mr. O'Malley's attaining age 65 or upon his death or disability. In
fiscal 1998, Mr. O'Malley was additionally granted stock options to purchase
125,000 shares of Common Stock based upon the Committee's subjective
evaluation of Mr. O'Malley's performance during the last fiscal year.
In addition, under the terms of the Executive Officer Annual Incentive Plan,
Mr. O'Malley was eligible for an annual incentive award for fiscal 1998. This
plan provides for payment of a variable bonus contingent upon
12
<PAGE>
achievement of certain Company performance goals. For fiscal 1998, the
performance measures and their respective weights were: 1) adjusted net income
versus budget weighted at 37.50%; 2) return on total capital as compared to
the Value Line oilfield services industry peer group weighted at 37.50%; and
3) safety performance weighted at 25%. The actual amount of the incentive
award is dependent upon the attainment of corporate performance in each of
these three criteria. The target payout is 100% of base salary; the maximum
payout is 200% of base salary. For fiscal 1998, Company performance exceeded
the target for adjusted net income as compared to the budget, and achieved the
maximum award levels for the return of total capital and safety measures. As a
result, the overall Company performance measures generated an allowable payout
of $1,316,000, of which $1,275,000 was awarded to Mr. O'Malley.
$1 MILLION PAY DEDUCTIBILITY CAP
Section 162(m) of the Internal Revenue Code limits the tax deductibility by
a company of compensation, other than performance-based compensation, in
excess of $1 million paid to each of its most highly compensated executive
officers. Although the aggregate of Mr. O'Malley's salary and bonus for fiscal
1998 exceeded $1 million, Mr. O'Malley's bonus paid through the Executive
Officer Annual Incentive Plan qualified as performance-based compensation and
therefore was deductible by the Company. Stock options also qualify as
performance-based and are excluded in calculating the $1 million limit of
Section 162(m).
The Compensation Committee intends to continue to establish executive
officer compensation programs that will maximize Tidewater's income tax
deduction, assuming 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 tax 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 1994, 1995, 1996, 1997, and 1998.
The graph assumes the investment of $100 on April 1, 1993, at closing prices
on March 31, 1993, and the reinvestment of dividends. The Value Line Oilfield
Services Group consists of 21 companies.
[Graph appears here]
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
Tidewater Inc. 100 82 88 167 204 197
S&P 500 100 101 117 155 186 275
Peer Group 100 90 103 156 208 296
14
<PAGE>
INTEREST IN CERTAIN TRANSACTIONS
RELATED PARTY TRANSACTIONS
During fiscal 1998, the Company contracted with Bollinger Shipyards, Inc.
("Bollinger Shipyards") for repair services in the amount of approximately
$7,400,000 for vessels owned by the Company. The contracts were awarded to
Bollinger Shipyards on the basis of competitive bidding and/or drydock space
availability. Donald T. Bollinger is the Chairman and Chief Executive Officer
of Bollinger Shipyards and a Director of the Company.
During fiscal 1998, the Company paid approximately $15,500 to Broadmoor
Construction ("Broadmoor") for architectural and planning work for
improvements (the "Improvements") proposed for an expansion of the Company's
marine base in Amelia, Louisiana. During fiscal 1999, the Company accepted
Broadmoor's proposal to construct the Improvements at a cost not to exceed
$2,285,000. Broadmoor is a partnership which is jointly owned by Boh Bros.
Construction Co. LLC ("BBCC") and Boh Company LLC ("BC"). Robert H. Boh is
Chairman of the Board of BBCC and BC. Mr. Boh and his wife own approximately
22.5% of the voting units and 5.7% of the total units of BC and approximately
22.5% of the voting units and 8.8% of the total units of BBCC.
In the opinion of management, all of the Company's transactions with
affiliates were provided on terms that were usual, customary, and no less
favorable to the Company than would be available from unaffiliated parties.
CONSULTING CONTRACTS
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. In
connection with his retirement, the Company entered into a consulting contract
(the "Consulting Contract") with Mr. Laborde that expired on September 24,
1997 under which he agreed to provide consulting services to the Company for a
three-year period following his retirement (the "Consultant Term). Under the
terms of the Consulting Contract, Mr. Laborde was paid an annual consulting
fee of $600,000. During the Consultant Term, Mr. Laborde, among other
perquisites, was entitled to all benefits that he was eligible to receive as a
retiree from the Company. The Consulting Contract also provided that Mr.
Laborde and his spouse were entitled to medical coverage paid by the Company
for life.
In connection with the acquisition of Hornbeck Offshore Services, Inc. by
the Company, Larry D. Hornbeck entered into a two-year consulting agreement
(the "Consulting Agreement") which terminated on March 13, 1998. Under the
terms of the Consulting Agreement, Mr. Hornbeck agreed to render consulting
and advisory services to the Company in return for payments aggregating
$350,000. The Consulting Agreement provided for Mr. Hornbeck to 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
<PAGE>
PROPOSAL FOR THE RATIFICATION OF
SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL 2)
The Board of Directors has approved the appointment of Ernst & Young LLP,
independent certified public accountants, to audit the consolidated financial
statements of the Company and its subsidiaries for the fiscal year ending
March 31, 1999. 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.
On May 22, 1997, the Company appointed, subject to shareholder ratification,
Ernst & Young LLP as its new independent accountants. The decision to change
the Company's independent accountants was recommended by the Company's Audit
Committee and approved by the Company's Board of Directors.
KPMG Peat Marwick's ("Peat Marwick") reports on the Company's financial
statements for the two fiscal years ended March 31, 1996, and 1997,
respectively, did not contain an adverse opinion or disclaimer of opinion, nor
were such reports qualified or modified as to uncertainty, audit scope, or
accounting principles.
During the Company's two fiscal years ended March 31, 1997, and the
subsequent interim period preceding the decision to discharge Peat Marwick as
the Company's independent accountants, there were no disagreements with Peat
Marwick on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which if not resolved to
the satisfaction of Peat Marwick, would have caused it to make a reference to
the subject matter of the disagreement(s) in connection with its reports
covering such periods.
Representatives of Ernst & Young 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 OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING MARCH 31, 1999.
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 1999, 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 12, 1999, 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
16
<PAGE>
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 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
/s/ Cliffe F. Laborde
-----------------------------------------
Cliffe F. Laborde
Senior Vice President, Secretary
and General Counsel
New Orleans, Louisiana
June 12, 1998
PLEASE COMPLETE AND RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE REQUIRED IF MAILED IN THE UNITED STATES.
17
<PAGE>
2730-PS-98
<PAGE>
VOTING INSTRUCTIONS DETACH HERE VOTING INSTRUCTIONS
TIDEWATER SAVINGS PLAN
The undersigned directs the Trustee of the Tidewater Savings Plan (the
"Plan") to vote as designated herein the shares represented by the undersigned's
interest in the shares of Tidewater Inc. Common Stock held by the Plan at the
Annual Meeting of Shareholders of the Company to be held on Thursday, July 23,
1998, and any adjournment thereof (the "Meeting"). The undersigned acknowledges
receipt of the Company's Proxy Statement for the Meeting. The Trustee is further
authorized to vote, in its discretion, upon such other business as may properly
come before the Meeting.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
<PAGE>
DETACH HERE
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
IN NO DIRECTION IS MADE, THE SHARES WILL BE VOTED IN FAVOR OF THE
PROPOSALS SET FORTH BELOW. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE NOMINEES FOR DIRECTOR LISTED BELOW AND FOR PROPOSAL 2.
1. To elect directors.
NOMINEES: Paul W. Murrill, Lester Pollack, J. Hugh Roff, Jr.
and Donald G. Russell
[ ] For All [ ] Withheld from
Nominees all nominees
[ ] ________________________________________
For all nominees except as noted above
2. To ratify the selection of FOR AGAINST ABSTAIN
Ernst & Young LLP as [ ] [ ] [ ]
independent auditors.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please vote, date, sign and promptly return this proxy in the enclosed
return envelope which is postage prepaid if mailed in the United States.
Signature: __________________________________ Date: ____________________
<PAGE>
DETACH HERE
PROXY
TIDEWATER INC.
The undersigned appoints William C. O'Malley and John P. Laborde as
proxies, each with power to act alone or by substitution, to vote all shares of
the undersigned at the Annual Meeting of Stockholders of Tidewater Inc. to be
held on July 23, 1998, and any adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, OR IF NOT
DIRECTED, FOR EACH NOMINEE AND FOR ALL PROPOSALS LISTED HEREIN, AND, 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 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 REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
<PAGE>
DETACH HERE
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
IN NO DIRECTION IS MADE, THE SHARES WILL BE VOTED IN FAVOR OF THE
PROPOSALS SET FORTH BELOW. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE NOMINEES FOR DIRECTOR LISTED BELOW AND FOR PROPOSAL 2.
1. To elect directors.
NOMINEES: Paul W. Murrill, Lester Pollack, J. Hugh Roff, Jr.
and Donald G. Russell
[ ] For All [ ] Withheld from
Nominees all nominees
[ ] ________________________________________
For all nominees except as noted above
2. To ratify the selection of FOR AGAINST ABSTAIN
Ernst & Young LLP as [ ] [ ] [ ]
independent auditors.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please vote, date, sign and promptly return this proxy in the enclosed
return envelope which is postage prepaid if mailed in the United States.
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: ____________________
