<PAGE>
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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[TIDEWATER LOGO]
TIDEWATER INC.
601 Poydras Street, Suite 1900
New Orleans, Louisiana 70130
June 15, 1999
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 Tuesday, July 27, 1999,
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.
Stockholders are requested to vote by proxy as promptly as possible.
Stockholders can vote by signing, dating, and returning the enclosed proxy
card in the envelope provided. Stockholders can also call in their vote by
touchtone telephone or send it over the Internet using the instructions on the
proxy card. If you attend the meeting, which we hope you will do, you may vote
in person even if you have previously voted by proxy.
Sincerely,
/s/ William C. O'Malley
William C. O'Malley
Chairman of the Board, President,
and Chief Executive Officer
<PAGE>
TIDEWATER INC.
601 Poydras Street, Suite 1900
New Orleans, LA 70130
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 Tuesday, July 27, 1999, at 10:00 a.m., C.D.S.T., to vote
upon the following matters:
1. The election of four 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, 2000; 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 1, 1999.
Stockholders are requested to vote by proxy as promptly as possible.
Stockholders can vote by signing, dating, and returning the enclosed proxy card
in the envelope provided. Stockholders can also call in their vote by touchtone
telephone or send it over the Internet using the instructions on the proxy
card. If you attend the meeting, which we hope you will do, you may vote in
person even if you have previously voted by proxy.
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 15, 1999
<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)....................................... 4
Committees of the Board.................................................. 5
Compensation Committee Interlocks and Insider Participation.............. 6
Director Compensation.................................................... 6
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)............................................................ 15
Stockholder Proposals and Director Nominations........................... 16
Other Matters............................................................ 17
</TABLE>
<PAGE>
TIDEWATER INC.
601 Poydras Street, Suite 1900
New Orleans, LA 70130
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 Tuesday, July 27, 1999,
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 1, 1999, 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 1, 1999, the Company had 60,566,852
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
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table indicates the name, address, and stock ownership of each
person known by the Company to own beneficially more than 5% of the Common
Stock as of June 1, 1999:
<TABLE>
<CAPTION>
Amount and
Nature of
Name and Address Beneficial Percent
Of Beneficial Owner Ownership of Class
------------------- ---------- --------
<S> <C> <C>
Whitney National Bank, as Trustee(1)................ 4,978,841 8.2%(2)
of the Tidewater Inc.
Grantor Stock Trust
228 St. Charles Avenue
New Orleans, LA 70130
</TABLE>
- --------
(1) The Company created the Tidewater Inc. Grantor Stock Trust (the "Trust")
to acquire, hold and distribute shares of Common Stock for the payment of
benefits and compensation under the Company's employee benefit plans,
including the Company's stock option plans and 401(k) plan. Under the
Trust, Whitney National Bank as Trustee (the "Trustee"), will vote all
shares of Common Stock held in the Trust (the "Trust Shares") in
accordance with instructions received from current and former employees of
the Company (excluding members of the Board of Directors of the Company)
who participate in the Company's 401(k) plan or hold options to purchase
Common Stock granted under the Company's stock option plans (the "Eligible
Participants"). For each Eligible Participant, the Trustee will vote or
abstain from voting, according to instructions received from that Eligible
Participant, with respect to that number of Trust Shares that results from
multiplying (x) the total number of Trust Shares as of the record date by
(y) a fraction, the numerator of which is the sum of the number of shares
of Common Stock allocated to the account of such Eligible Participant in
the 401(k) Plan and the number of shares of Common Stock that are subject
to stock options held by such Eligible Participant, and the denominator of
which is the total number of shares of Common Stock in the 401(k) plan
allocated to Eligible Participants and the total number of shares of
Common Stock subject to options held by Eligible Participants, as to which
the Trustee has received voting instructions.
(2) Based on 60,566,852 shares of Common Stock outstanding on June 1, 1999.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership of the Common Stock
as of June 1, 1999, with respect to each executive officer named in the
Summary Compensation Table and by all Directors and executive officers as a
group:
<TABLE>
<CAPTION>
Amount and
Nature of Percent
Name Beneficial Ownership* of Class
---- --------------------- --------
<S> <C> <C>
Robert H. Boh.............................. 18,000(1) **
Donald T. Bollinger........................ 34,401(1) **
Arthur R. Carlson.......................... 14,100(1) **
Richard M. Currence........................ 203,734(2)(3) **
Larry D. Hornbeck.......................... 58,001(1) **
Cliffe F. Laborde.......................... 59,736(2)(3)(4) **
John P. Laborde............................ 45,894(1)(5) **
Jon C. Madonna............................. 0 **
Paul W. Murrill............................ 14,100(1) **
William C. O'Malley........................ 605,873(2) **
Lester Pollack............................. 1,254,999(1)(6) 2.1%(7)
J. Hugh Roff, Jr........................... 15,000(1) **
Donald G. Russell.......................... 5,400(1) **
Ken C. Tamblyn............................. 78,187(2)(3) **
All Directors and Executive Officers as a
group (14 persons)........................ 2,407,425(3)(8) 3.9%(9)
</TABLE>
2
<PAGE>
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* Unless otherwise indicated by footnote, all shares are held by the named
individuals with sole voting and investment power.
**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, 14,000; Mr.
Bollinger, 14,000; Mr. Carlson, 14,000; Mr. Hornbeck, 8,000; Mr. Laborde,
7,000; Dr. Murrill, 14,000; Mr. Pollack, 12,000; Mr. Roff, 13,000; and Mr.
Russell, 5,000.
(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, 179,818; Mr. Laborde, 58,925; Mr. O'Malley and a
trust for his children, 474,998; and Mr. Tamblyn, 64,666. Also includes
shares attributable to accounts under the Company's 401(k) Savings Plan as
follows: Mr. Currence, 414; Mr. Laborde, 811; Mr. O'Malley, 349; and Mr.
Tamblyn, 3,236.
(3) Does not include shares held in the Tidewater Inc. Grantor Stock Trust
with respect to which Messrs. Currence, Laborde, and Tamblyn and other
participants (other than members of the Company's Board of Directors) in
the Company's stock option plans and 401(k) Savings Plan have the power to
direct the vote on a pro rata basis.
(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 1,242,999 shares owned by the Corporate Partners Group, as to
which Mr. Pollack disclaims beneficial ownership. The Common Stock owned
by the Corporate Partners Group is allocated as follows: Corporate
Partners, L.P., 1,056,746 shares; Corporate Offshore Partners, L.P.,
75,742 shares, and The State Board of Administration of Florida, 110,511
shares. Corporate Partners and Corporate Offshore Partners are privately
owned investment partnerships, the general partner of each of which is
controlled by Lazard Freres & Co. and the limited partners of which are
private institutional and individual investors. SBAF is a body corporate
organized under the constitution of the state of Florida.
(7) Calculated on the basis of 60,566,852 shares of Common Stock outstanding
at June 1, 1999, plus the number of shares such persons have the right to
acquire within 60 days.
(8) Includes 879,407 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; 1,244,567 shares for which Directors and
executive officers reported indirect ownership and disclaim beneficial
ownership; and 4,810 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.
(9) Calculated on the basis of 60,566,852 shares of Common Stock outstanding
at June 1, 1999, and the 879,407 shares that all Directors and executive
officers as a group have the right to acquire within 60 days.
3
<PAGE>
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. Madonna, all of the
nominees for Directors are currently serving as Directors. In accordance with
Company policy, Hugh J. Kelly is retiring from the Board when his term expires
at the time of the Annual Meeting.
The Board of Directors has nominated and urges you to vote FOR the election
of Messrs. Boh, Bollinger, Hornbeck and Russell for terms of office ending in
2002 and Mr. Madonna for a term of office ending in 2000. 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 2002:
Robert H. Boh, 68, Chairman and Former President and Chief Executive Officer
of Boh Bros. Construction Co. L.L.C. (general construction contractor); and
Chairman of Hibernia Corporation and Hibernia National Bank. Director since
1978.
Donald T. Bollinger, 49, Chairman of Bollinger Shipyards, Inc. since 1989
and its Chief Executive Officer since 1985; Director of Louisiana Worker's
Compensation Corp. and Port of New Orleans. Director since 1990.
Larry D. Hornbeck, 60, Former Chairman, President and Chief Executive
Officer of Hornbeck Offshore Services, Inc.; and Director of Coastal Towing,
Inc. Director since 1996.
Donald G. Russell, 67, Chairman of Russell Companies (oil and gas
investments) since 1998; Executive Vice President of Sonat Inc. 1993-1998; and
Chairman of the Board and Chief Executive Officer of Sonat Exploration Company
1988-1998. Director since 1998.
Nominee for election at this meeting to term expiring in 2000:
Jon C. Madonna, 56, President and Chief Executive Officer of Carlson
Wagonlit Travel (1999 to present), Vice Chairman of Travelers Group (1997 to
1998), and Chairman and Chief Executive Officer of KPMG Peat Marwick (1968-
1996). Mr. Madonna is not currently a Director of the Company.
Directors whose terms continue until 2000:
Arthur R. Carlson, 58, 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, 75, 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., Hibernia Corporation and American Bureau of Shipping. Director
since 1956. John Laborde is the father of Cliffe Laborde, Senior Vice
President, Secretary and General Counsel of the Company.
William C. O'Malley, 62, 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, BE&K, and American Bureau of Shipping. Director since 1994.
4
<PAGE>
Directors whose terms continue until 2001:
Paul W. Murrill, 64, Professional Engineer; Chairman of Piccadilly Cafeteria
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, 65, Managing Director of Centre Partners Management LLC
since 1995; Managing Director of Lazard Freres & Co. LLC 1995-1998 (prior
thereto a general partner), Chairman of the Board of Firearms Training
Systems, Inc.; and Director of La Salle Re Limited, Nationwide Credit Parlex
Corporation, Rembrandt Photo Services, and SunAmerica Inc. Director since
1992.
J. Hugh Roff, Jr., 67, Chairman of the Board of Roff Resources LLC (energy
investment) since 1988; and Chairman of the Board of PetroUnited Terminals,
Inc. (petrochemical terminals) 1986-1998; Advisory Director of Chase Bank of
Texas, N.A. Director since 1986.
COMMITTEES OF THE BOARD
The Company has standing Audit, Compensation and Finance Committees of the
Board of Directors. During fiscal 1999, 6 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 1999 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 1 time and concluded
to recommend Mr. Madonna for election to the Board.
The Company's Audit Committee is composed of Messrs. Bollinger, Hornbeck,
Laborde, Murrill, Pollack and Russell. The Committee met 4 times during fiscal
1999. 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 2 times during fiscal 1999. 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,
and monitoring compliance with applicable provisions of state and federal law.
In fiscal 1999, the Committee also had responsibility for determining salary
and bonus awards for executive officers and determining stock option and
restricted stock awards for all key employees. The Board recently formed a
sub-committee of the Compensation Committee made up of Messrs. Carlson, Kelly
and Roff. The sub-committee will be responsible for the grant of stock options
and other stock compensation to officers and directors who are subject to
Section 16 of the Securities Exchange Act of 1934 as amended (the "Securities
Exchange Act of 1934") and the administration of the annual cash bonus pool in
which Mr. O'Malley participates.
The Company's Finance Committee is composed of Messrs. Boh, Carlson,
Murrill, and Pollack. The Committee met 2 times during fiscal 1999. The
principal functions of the Committee include responsibility for reviewing
capital structure, dividend policy, corporate liquidity, and issuance of debt
and equity securities. The Committee also has responsibility for appointing
and monitoring independent investment managers and establishing investment
policies and guidelines for employee benefit plans.
5
<PAGE>
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.
Mr. Boh is Chairman of the Compensation Committee. During fiscal 1999, the
Company contracted with Broadmoor Construction ("Broadmoor"), a company
affiliated with Mr. Boh, to construct improvements (the "Improvements")
necessary for an expansion of the Company's marine base in Amelia, Louisiana.
Broadmoor was paid $2.5 million for the cost of the improvements. Broadmoor is
a partnership which is jointly owned by Boh Bros. Construction Co. LLC
("BBCC") and Boh Company LLC ("BC"). Mr. 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.
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 1997. The
Company has agreed to furnish office space to Mr. Laborde during his term as a
director to enable him to perform his duties as a director and for Mr. Laborde
and his spouse to receive medical coverage from the Company for life. 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.
Outside Directors also receive a stock option to purchase 5,000 shares of
Common Stock after each Annual Meeting of Stockholders. 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.
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 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 1999.
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.
6
<PAGE>
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, 1997, 1998, and 1999, 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 Awarded Compensation(1)
------------------ ------ -------- ---------- ---------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
William C. O'Malley, 1999 $700,000 $ 975,000 -0- 150,000 $24,876
Chairman, President and 1998 653,017 1,275,000 $2,950,000(2) 325,000 24,342
Chief Executive Officer 1997 500,000 750,000 -0- 100,000 18,786
Richard M. Currence, 1999 290,000 307,976 -0- 100,000 12,576
Executive Vice
President 1998 275,000 385,667 -0- 50,000 12,126
1997 245,000 244,389 -0- 50,000 11,226
Ken C. Tamblyn, 1999 285,000 302,976 -0- 100,000 12,426
Executive Vice
President 1998 265,000 370,460 -0- 50,000 11,826
and Chief Financial
Officer 1997 235,000 234,414 -0- 50,000 10,926
Cliffe F. Laborde, 1999 230,000 203,547 -0- 80,000 10,776
Senior Vice President, 1998 215,000 252,860 -0- 40,000 10,326
Secretary and General
Counsel 1997 200,000 153,125 -0- 35,000 9,876
</TABLE>
- --------
(1) 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).
(2) Reflects the number of shares of restricted stock awarded to the named
individual multiplied by the closing market price of the Company's Common
Stock on the date of grant. The restricted shares vest at varying
intervals when the average market price of the Common Stock reaches
certain predetermined levels.
7
<PAGE>
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
Fiscal Under Savings Under Executive
Name Year Plan Medical Plan
- ---- ------ ------------- ---------------
<S> <C> <C> <C>
William C. O'Malley........................ 1999 $21,000 $3,876
1998 20,466 3,876
1997 15,000 3,876
Richard M. Currence........................ 1999 8,700 3,876
1998 8,250 3,876
1997 7,350 3,876
Ken C. Tamblyn............................. 1999 8,550 3,876
1998 7,950 3,876
1997 7,050 3,876
Cliffe F. Laborde.......................... 1999 6,900 3,876
1998 6,450 3,876
1997 6,000 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,
1999:
OPTION GRANTS IN FISCAL YEAR ENDED MARCH 31, 1999
<TABLE>
<CAPTION>
% of Total
Number of Options
Shares Granted
Underlying to Employees Grant Date
Options in Last Exercise Expiration Present
Name Granted(1) Fiscal Year Price Date Value(2)
---- ---------- ------------ -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
William C. O'Malley...... 150,000 14.0% $22.75 03/11/09 $1,794,000
Richard M. Currence...... 100,000 9.3% 22.75 03/11/09 1,196,000
Ken C. Tamblyn........... 100,000 9.3% 22.75 03/11/09 1,196,000
Cliffe F. Laborde........ 80,000 7.5% 22.75 03/11/09 956,800
</TABLE>
- --------
(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 43%, a dividend yield of 2.5%, a 5.15% risk free rate of return and a
ten-year option term.
8
<PAGE>
Option Exercises and Holdings
The following table sets forth certain information concerning the exercise
of options during the fiscal year ended March 31, 1999, and unexercised
options held on March 31, 1999:
AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED MARCH 31, 1999
AND OPTION VALUES AS OF MARCH 31, 1999
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Number of Shares Underlying In-the-Money Options At
Shares Options at March 31, 1999 March 31, 1999(1)
Acquired Value -------------------------- ---------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William C. O'Malley..... -0- -0- 474,998(2) 400,002(2) $734,375(2) $468,750(2)
Richard M. Currence..... -0- -0- 175,854 150,001 833,423 312,500
Ken C. Tamblyn.......... -0- -0- 64,666 150,001 -0- 312,500
Cliffe F. Laborde....... -0- -0- 58,522 118,334 57,396 250,000
</TABLE>
- --------
(1) Reflects the difference between the closing sale price of the Company's
Common Stock on March 31, 1999 and the exercise price of the options.
(2) Includes exercisable options for 66,666 shares and unexercisable options
for 31,042 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 the shares subject to these 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, and Cliffe Laborde have
4, 25, 13, and 7 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, Mr. Currence was given credit
for prior service without regard to his break 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.
9
<PAGE>
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>
$ 400,000................... $116,777 $155,702 $ 194,628 $ 233,553 $ 272,479
$ 500,000................... 146,777 195,702 244,628 293,553 342,479
$ 600,000................... 176,777 235,702 294,628 353,553 412,479
$ 700,000................... 206,965 275,953 344,942 413,930 482,918
$1,000,000................... 296,777 395,702 494,628 593,553 692,479
$1,300,000................... 386,777 515,702 644,628 773,553 902,479
$1,600,000................... 476,777 635,702 794,628 953,553 1,112,479
$1,900,000................... 566,777 755,702 944,628 1,133,553 1,322,479
$2,200,000................... 656,777 875,702 1,094,628 1,313,553 1,532,479
</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. 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.
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.
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.
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
10
<PAGE>
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.
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.
11
<PAGE>
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 1999 were adjusted
upward to maintain competitive rates of base pay. However, for fiscal year
2000, base salaries will not be adjusted upward due to a projected difficult
and highly competitive market environment, thereby imposing greater emphasis
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.
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 1999, 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. As
in the prior year, the weight of the adjusted net income versus budget measure
was 66.67% to once again underscore the Company's emphasis on net income, and
the weight of the return on total capital measure was maintained at 33.33%.
For fiscal 1999, 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 approved 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 discretionary evaluation of individual employee performance.
Mr. O'Malley participates in a separate Executive Officer Annual Incentive
Plan, which is described below under "1999 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 fair market value 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 1999, the
Compensation Committee used a vesting schedule of one-third per year
commencing one year following the grant date.
12
<PAGE>
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, and expected value of
future service to the Company.
1999 Chief Executive Officer Compensation
During fiscal 1999, William C. O'Malley served as Chief Executive Officer
pursuant to an employment contract entered into in September 1997 with a three
year term. The employment contract set Mr. O'Malley's annual base salary at
$700,000.
In addition, under the terms of the Executive Officer Annual Incentive Plan,
Mr. O'Malley was eligible for an annual incentive award for fiscal 1999. This
plan provides for payment of a variable bonus contingent upon achievement of
certain Company performance goals. For fiscal 1999, the performance measures
were: 1) adjusted net income versus budget; 2) return on total capital as
compared to the Value Line oilfield services industry peer group; and 3)
safety performance. 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 1999, Company performance exceeded the target for adjusted
net income as compared to the budget, and achieved the maximum award levels
for the return on total capital and safety measures. As a result, the overall
Company performance measures generated a fund from which $975,000 was awarded
to Mr. O'Malley.
In fiscal 1999, Mr. O'Malley was granted stock options to purchase 150,000
shares of Common Stock based upon the Committee's subjective evaluation of Mr.
O'Malley's performance during the last fiscal year.
$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
1999 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 1995, 1996, 1997, 1998, and 1999.
The graph assumes the investment of $100 on April 1, 1994, at closing prices
on March 31, 1994, and the reinvestment of dividends. The Value Line Oilfield
Services Group consists of 20 companies.
[Graph appears here]
Fiscal Year Ending March 31
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Tidewater Inc. 100 107 202 248 239 145
- -------------------------------------------------------------------------------------------
S&P 500 100 116 153 183 271 321
- -------------------------------------------------------------------------------------------
Peer Group 100 116 179 256 359 241
</TABLE>
14
<PAGE>
INTEREST IN CERTAIN TRANSACTIONS
Related Party Transactions
See "Compensation Committee Interlocks and Insider Participation" regarding
payments made by the Company during fiscal 1999 to an entity affiliated with
Mr. Boh, a director of the Company.
In addition, during fiscal 1999 the Company contracted with Bollinger
Shipyards, Inc. ("Bollinger Shipyards") for repair and storage services in the
amount of approximately $1.8 million for vessels owned by the Company. The
contracts were awarded to Bollinger Shipyards on the basis of competitive
bidding and/or space availability. 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
affiliates were provided on terms that were usual, customary, and no less
favorable to the Company than would be available from unaffiliated parties.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors, executive officers, and beneficial owners of more than 10% of the
Common Stock to file certain beneficial ownership reports with the SEC. Mr.
Russell, a director of the Company, failed to file timely a statement of
changes in beneficial ownership on Form 4 reporting one transaction in 1999.
Such report was subsequently filed with the SEC.
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, 2000. 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 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
ACCOUNTS FOR THE FISCAL YEAR ENDING MARCH 31, 2000.
15
<PAGE>
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 2000, it must be received by the Secretary of the Company (at 601
Poydras Street, Suite 1900, New Orleans, Louisiana 70130) not less than 120
days in advance of June 15, 2000, 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 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; 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.
16
<PAGE>
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 15, 1999
PLEASE COMPLETE AND RETURN YOUR PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
STOCKHOLDERS CAN ALSO CALL IN THEIR VOTE BY TOUCHTONE TELEPHONE OR SEND IT OVER
THE INTERNET USING THE INSTRUCTIONS ON THE PROXY CARD.
17
<PAGE>
[2730-TIDEWATER INC. Common Stock] [FILE NAME:TDW94B.ELX] [VERSION-2] [06/28/99]
TDW94B DETACH HERE
................................................................................
P R O X Y
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 27, 1999, 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 CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
<PAGE>
VOTE BY TELEPHONE
It's fast, convenient, and immediate!
Call Toll-Free on a Touch-Tone Phone
1-877-PRX-VOTE (1-877-779-8683).
Follow these four easy steps:
1. Read the accompanying Proxy Statement/Prospectus and Proxy Card.
2. Call the toll-free number 1-877-PRX-VOTE (1,877-779-8683). For shareholders
residing outside the United States call collect on a touch-tone phone
1-201-536-8073.
3. Enter your 14-digit Voter Control Number located on your Proxy Card above
your name.
4. Follow the recorded instructions.
YOUR VOTE IS IMPORTANT!
Call 1-877-PRX-VOTE anytime!
VOTE BY INTERNET
It's fast, convenient, and your vote is immediately confirmed and posted.
Follow these four easy steps:
1. Read the accompanying Proxy Statement/Prospectus and Proxy Card.
2. Go to the Website http://www.eproxyvote.com/tdw
3. Enter your 14-digit Vote Control Number located on your Proxy Card above
your name.
4. Follow the instructions provided.
YOUR VOTE IS IMPORTANT!
Go to http://www.eproxyvote.com/tdw anytime!
DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET
[2730-TIDEWATER INC. Common Stock] [FILE NAME:TDW94A.ELX] [VERSION-4] [06/04/99]
TDW94A DETACH HERE
................................................................................
Please mark
X votes as in
this example.
IF 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: (01) Robert H. Boh, (02) Donald T. Bollinger,
(03) Larry D. Hornbeck, (04) Donald G. Russell and (05) Jon C. Madonna
FOR WITHHELD
ALL FROM ALL
NOMINEES [ ] [ ] NOMINEES
[ ] ________________________________________
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. To ratify the selection of Ernst & [ ] [ ] [ ]
Young LLP as independent auditors.
3. Such other matters as may properly come before the meeting or any adjournment
thereof.
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:_______
<PAGE>
[2730-TIDEWATER INC. ESOP] [FILE NAME:TD2945B.ELX] [VERSION-3] [06/04/99]
TD295B DETACH HERE
................................................................................
VOTING INSTRUCTIONS VOTING INSTRUCTIONS
TIDEWATER SAVINGS PLAN
AND TIDEWATER INC. GRANTOR STOCK TRUST
The undersigned directs the Trustees of the Tidewater Savings Plan (the
"Savings Plan") and the Tidewater Inc. Grantor Stock Trust (the "Grantor Trust")
to vote as designated herein the shares of Tidewater Inc. Common Stock held in
the Savings Plan and the Grantor Trust with respect to which the undersigned is
entitled to direct the vote under the terms of the Savings Plan and the Grantor
Trust at the Annual Meeting of Stockholders of the Company to be held on July
27, 1999, and any adjournment thereof (the "Meeting"). The undersigned
acknowledges receipt of the Company's Proxy Statement for the Meeting. The
Trustees are further authorized to vote, in their 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>
DIRECT YOUR VOTE BY TELEPHONE
It's fast, convenient, and immediate!
Call Toll-Free on a Touch-Tone Phone
1-877-PRX-VOTE (1-877-779-8683).
Follow these four easy steps:
1. Read the accompanying Proxy Statement/Prospectus and Voting Instruction Card.
2. Call the toll-free number 1-877-PRX-VOTE (1-877-779-8683). For shareholders
residing outside the United States call collect on a touch-tone phone
1-201-536-8073.
3. Enter your 14-digit Voter Control Number located on your Voting Instruction
Card above your name.
4. Follow the recorded instructions.
YOUR VOTE IS IMPORTANT!
Call 1-877-PRX-VOTE anytime!
DIRECT YOUR VOTE BY INTERNET
It's fast, convenient, and your vote is immediately confirmed and posted.
Follow these four easy steps:
1. Read the accompanying Statement/Prospectus and Voting Instruction Card.
2. Go to the Website http://www.eproxyvote.com/tdw
3. Enter your 14-digit Voter Control Number located on your Voting Instruction
Card above your name.
4. Follow the instructions provided.
YOUR VOTE IMPORTANT!
Go to http://www.eproxyvote.com/tdw anytime!
DO NOT RETURN YOUR VOTING INSTRUCTION CARD IF YOU ARE DIRECTING YOUR VOTE BY
TELEPHONE OR INTERNET
[2730-TIDEWATER INC. ESOP] [FILE NAME:TD295A.ELX] [VERSION-4] [06/04/99]
TD295A DETACH HERE
................................................................................
Please mark
[X] votes as in
this example.
IF 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: (01) Robert H. Boh, (02) Donald T. Bollinger,
(03) Larry D. Hornbeck, (04) Donald G. Russell and (05) Jon C. Madonna
FOR WITHHELD
ALL FROM ALL
NOMINEES [ ] NOMINEES [ ]
[ ] ________________________________________
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. To ratify the selection of Ernst & [ ] [ ] [ ]
Young LLP as independent auditors.
3. In the Trustees' discretion to vote upon such other business as may properly
come before the Meeting.
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 UNITED STATES.
Signature:_______________ Date:________
