SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
TIDEWATER INC.
(Name of Registrant as Specified in Its Charter)
_______________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
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or Item 22(a)(2) or Schedule 14A.
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14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
____________________________________________________________________
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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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[LOGO]
TIDEWATER INC.
1440 CANAL STREET
NEW ORLEANS, LA 70112
June 8, 1995
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of
Stockholders of Tidewater Inc. to be held at the Radisson Hotel,
1500 Canal Street, New Orleans, Louisiana, on Thursday, July 20,
1995, at 10:00 a.m., C.D.S.T.
The attached Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the
Company. Directors and officers of the Company will be present
to respond to any questions that stockholders may have.
Please sign, date and return the enclosed proxy card
promptly. If you attend the meeting, which we hope you will do,
you may vote in person even if you have previously mailed a
proxy card.
Sincerely,
WILLIAM C. O'MALLEY
CHAIRMAN OF THE BOARD, PRESIDENT,
AND CHIEF EXECUTIVE OFFICER
TIDEWATER INC.
1440 CANAL STREET
NEW ORLEANS, LA 70112
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of the Stockholders of TIDEWATER INC. will be held at
the Radisson Hotel, 1500 Canal Street, New Orleans, Louisiana, on Thursday,
July 20, 1995, at 10:00 a.m., C.D.S.T., to vote upon the following matters:
1. The election of three Directors to serve three-year terms ending in
September 1998 or until their successors are elected and qualified;
2. Ratification of the selection of KPMG Peat Marwick LLP as the Company's
independent auditors for the fiscal year ending March 31, 1996; and
3. Such other matters as may properly come before the meeting or any
adjournment thereof.
May 29, 1995, has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the meeting.
Stockholders are requested to date, sign and return as soon as possible
the enclosed proxy card. A return envelope which requires no postage if mailed
in the United States is enclosed for that purpose.
By Order of the Board of
Directors
CLIFFE F. LABORDE
SENIOR VICE PRESIDENT, SECRETARY,
AND GENERAL COUNSEL
New Orleans, Louisiana
June 8, 1995
TABLE OF CONTENTS
DESCRIPTION PAGE
----------- ----
Solicitation of Proxies.............. 1
Revocation of Proxies................ 1
Shares Outstanding and Voting
Procedures......................... 1
Security Ownership of Certain
Beneficial Owners.................. 2
Security Ownership of Management..... 3
Election of Directors (Proposal 1)... 4
Committees of the Board.............. 6
Compensation Committee Interlocks and
Insider Participation.............. 6
Director Compensation................ 6
Executive Compensation............... 8
Compensation Committee Report........ 14
Performance Graph.................... 17
Interest in Certain Transactions..... 18
Proposal for the Ratification of
Selection of Independent
Accountants (Proposal 2)........... 18
Stockholder Proposals and Director
Nominations........................ 19
Other Matters........................ 20
TIDEWATER INC.
1440 CANAL STREET
NEW ORLEANS, LA 70112
PROXY STATEMENT
SOLICITATION OF PROXIES
This Proxy Statement and the accompanying proxy card are furnished in
connection with the solicitation by the Board of Directors of Tidewater Inc.
(the "Company") of proxies to be used at the Annual Meeting of Stockholders of
the Company which will be held at the Radisson Hotel, 1500 Canal Street, New
Orleans, Louisiana, on Thursday, July 20, 1995, at 10:00 a.m., C.D.S.T., and at
any adjournment thereof. Only stockholders of record at the close of business on
May 29, 1995, are entitled to vote at the meeting or any adjournment thereof.
The Company will bear the costs of soliciting proxies. Proxies may be
solicited, without extra remuneration, by Directors, officers, or employees of
the Company, by mail, telephone, telex, telefax, telegram, or personal
interview. The Company will reimburse brokers, banks, and other custodians,
nominees, or fiduciaries for their reasonable expenses in forwarding proxies and
proxy materials to beneficial owners of shares.
REVOCATION OF PROXIES
Any stockholder giving a proxy may revoke it at any time before it is
voted by voting in person at the meeting or by delivering written revocation
or a later dated proxy to the Secretary of the Company.
SHARES OUTSTANDING AND VOTING PROCEDURES
The Bylaws of the Company (the "Bylaws") provide that the holders of a
majority of the shares of common stock of the Company, par value $.10 per
share (the "Common Stock"), issued and outstanding and entitled to vote at the
Annual Meeting, present in person or represented by proxy, shall constitute a
quorum at the Annual Meeting. The Bylaws further provide that, except as
otherwise provided by statute, the Certificate of Incorporation of the
Company, or the Bylaws, all matters coming before the Annual Meeting shall be
decided by the vote of a majority of the number of shares of Common Stock
present in person or represented by proxy at the Annual Meeting and entitled
to vote thereat.
Votes cast by proxy or in person at the Annual Meeting will be counted by
the persons appointed by the Company to act as election inspectors for the
meeting. The election inspectors will treat shares represented by proxies that
reflect abstentions as shares that are present and entitled to vote for
purposes of determining the presence of a quorum and for purposes of
determining the outcome of any matter submitted to the stockholders for a
vote.
Abstentions as to particular proposals will have the same effect as votes
against such proposals. Broker non-votes as to particular proposals will not,
however, be deemed to be a part of the voting power present with respect to
such proposals and will not therefore count as votes for or against such
proposals and will not be included in calculating the number of votes
necessary for approval of such proposals.
1
As of the close of business on May 29, 1995, the Company had issued and
outstanding 53,256,544 shares of Common Stock. Each share of Common Stock is
entitled to one vote with respect to matters to be voted upon at the meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table and notes thereto indicate the name, address, and
stock ownership of each person or persons known by the Company to own
beneficially more than 5% of the Company's voting securities as of May 29,
1995:
AMOUNT AND
NATURE OF PERCENT
NAME AND ADDRESS BENEFICIAL OF
OF BENEFICIAL OWNER OWNERSHIP CLASS(5)
- ------------------------------------- ------------ -------
COMMON STOCK
Corporate Partners Group........... 3,992,999(1) 7.5%
One Rockefeller Plaza
New York, NY 10020
FMR Corporation...................... 6,114,200(2) 11.5%
82 Devonshire Street
Boston, MA 02109
Chieftain Capital Management, Inc.... 3,656,000(3) 6.9%
12 East 49th Street
New York, NY 10017
Neuberger & Berman................... 3,671,382(4) 6.9%
605 Third Avenue
New York, NY 10158
- ---------
(1) Based on Schedule 13D dated December 28, 1993, filed by Corporate Partners
Group with the Securities and Exchange Commission. The Common Stock owned
by the Corporate Partners Group is allocated as follows: Corporate
Partners, L.P., 3,394,683 shares; Corporate Offshore Partners, L.P.,
243,316 shares; and The State Board of Administration of Florida ("SBAF"),
355,000 shares. Lester Pollack, a Director of the Company, is Senior
Managing Director of Corporate Advisors, L.P.
(2) Based on amended Schedule 13G dated February 13, 1995, filed with the
Commission reporting the beneficial ownership position of FMR Corporation.
(3) Based on Schedule 13G dated January 30, 1994, filed with the Commission
reporting the beneficial ownership position of Chieftain Capital
Management, Inc.
(4) Based on Schedule 13G dated February 10, 1995, filed with the Commission
reporting the beneficial ownership position of Neuberger & Berman.
(5) Based on 53,256,544 shares of Common Stock outstanding on May 29, 1995.
2
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership of the Common
Stock as of May 29, 1995, with respect to each executive officer named in the
Summary Compensation Table and by all Directors and executive officers as a
group:
AMOUNT AND NATURE OF
BENEFICIAL PERCENT
NAME OWNERSHIP* OF CLASS
- ------------------------------------- -------------------- ---------
Robert H. Boh........................ 9,000(1) **
Donald T. Bollinger.................. 29,644(1)(2) **
Arthur R. Carlson.................... 5,100(1) **
Richard M. Currence.................. 87,400(3) **
Hugh J. Kelly........................ 6,000(1) **
Cliffe F. Laborde.................... 43,351(4) **
John P. Laborde...................... 201,697(5) **
Paul W. Murrill...................... 5,100(1) **
William C. O'Malley.................. 70,000 **
Lester Pollack....................... 3,995,999(6) 7.5%(7)
J. Hugh Roff, Jr..................... 6,000(8) **
Stephen A. Snider.................... 32,348(9) **
Ken C. Tamblyn....................... 73,020(10) **
All Directors and Executive Officers
as a group (13 persons)............ 4,565,149(11) 8.5%(12)
- ---------
* 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 5,000 shares of Common Stock that such person has the right to
acquire within 60 days upon exercise of a Non-Employee Director stock
option.
(2) Includes 103 shares held by Mr. Bollinger's son, as to which Mr.
Bollinger disclaims beneficial ownership.
(3) Includes 61,281 shares which Mr. Currence has the right to acquire within
60 days through the exercise of employee stock options together with
related restricted stock awards, and 3,992 shares of Common Stock
attributable to Mr. Currence's account in the Company's Savings Plan, as
to which shares Mr. Currence has sole voting power.
(4) Includes 23,422 shares which Mr. Laborde has the right to acquire within
60 days through the exercise of employee stock options together with
related restricted stock awards, 6,906 shares held in trusts for Mr.
Laborde's minor children, beneficial ownership of which is disclaimed,
and 490 shares of Common Stock attributable to Mr. Laborde's account in
the Company Savings Plan, as to which shares Mr. Laborde has sole voting
power.
(5) Includes 1,000 shares which Mr. Laborde has the right to acquire within
60 days through the exercise of a Non-Employee Director stock option and
932 shares owned by Mr. Laborde's wife, beneficial ownership of which is
disclaimed.
(6) Includes 3,000 shares of Common Stock which Mr. Pollack has the right to
acquire within 60 days through exercise of a Non-Employee Director stock
option, and 3,992,999 shares owned by the Corporate Partners Group, as to
which Mr. Pollack disclaims beneficial ownership. See "Security Ownership
of Certain Beneficial Owners".
(7) Calculated on the basis of 53,256,544 shares of Common Stock outstanding
at May 29, 1995, plus the number of shares such person has the right to
acquire within 60 days.
3
(8) Includes 4,000 shares of Common Stock which Mr. Roff has the right to
acquire within 60 days upon exercise of a Non-Employee Director stock
option.
(9) Includes 31,555 shares which Mr. Snider has the right to acquire within
60 days through the exercise of employee stock options together with
related restricted stock awards and 793 shares of Common Stock
attributable to Mr. Snider's account in the Company's Savings Plan, as to
which shares Mr. Snider has sole voting power.
(10) Includes 56,764 shares which Mr. Tamblyn has the right to acquire within
60 days through the exercise of employee stock options together with
related restricted stock awards, and 2,756 shares of Common Stock
attributable to Mr. Tamblyn's account in the Company's Savings Plan, as
to which shares Mr. Tamblyn has sole voting power.
(11) Includes 206,022 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; 4,000,940 shares for which Directors and
executive officers reported indirect ownership and disclaim beneficial
ownership; and 8,031 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.
(12) Calculated on the basis of 53,256,544 shares of Common Stock outstanding
at May 29, 1995, and the 206,022 shares that all Directors and executive
officers as a group have the right to acquire within 60 days.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Company's Certificate of Incorporation divides the Board of Directors
into three classes, as nearly equal in number as possible, with each class of
Directors serving a three-year term. The term of office of the classes of
Directors expires in rotation so that one class is elected at each Annual
Meeting for a full three-year term. The terms of Messrs. Murrill, Pollack and
Roff will expire at the Annual Meeting.
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
1998. 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.
PRINCIPAL OCCUPATION DIRECTOR TERM
NOMINEES AGE OR EMPLOYMENT SINCE EXPIRING
- ------------------------ --- ------------------------------------- -------- --------
Paul W. Murrill......... 60 Professional Engineer. Chairman of 1981 1998
Piccadilly Cafeterias since 1994.
Served as Special Advisor to the
Chairman of the Board of Gulf States
Utilities Co. (public utility),
1987-1989, its Chairman, 1982-1987,
and its Chief Executive Officer,
1982-1986; Director of Entergy
Corporation, Howell Corporation,
Piccadilly Cafeterias, Inc., ZYGO
Corp., First Mississippi Corporation,
and FirstMiss Gold Inc.
4
Lester Pollack.......... 61 Senior Managing Director of Corporate 1992 1998
Advisors, L.P. since 1988, Managing
Director of Lazard Freres & Co. LLC
since 1995 (prior thereto a general
partner) and Chief Executive Officer
of Centre Partners, L.P. since 1986;
Director of Continental Cablevision,
Inc., Kaufman & Broad Home
Corporation, La Salle Re Limited,
Parlex Corporation, Polaroid
Corporation, Sphere Drake Holdings,
Ltd., and SunAmerica, Inc.
J. Hugh Roff, Jr........ 63 Chairman of the Board of PetroUnited 1986 1998
Terminals, Inc. (petrochemical
terminals) since 1986; Director of
Texas Commerce Bank, N.A.
DIRECTORS CONTINUING IN PRINCIPAL OCCUPATION DIRECTOR TERM
OFFICE AGE OR EMPLOYMENT SINCE EXPIRING
- ------------------------ --- -------------------------------------- -------- --------
Robert H. Boh........... 64 Chairman and Former President and Chief 1978 1996
Executive Officer of Boh Bros.
Construction Co. (general construction
contractor); Chairman of Hibernia
Corporation and Hibernia National Bank,
and Director of BellSouth
Telecommunications, Inc.
Donald T. Bollinger..... 45 Chairman of Bollinger Machine Shop & 1990 1996
Shipyard, Inc. since 1989 and its Chief
Executive Officer since 1985; Director of
Premier Bancorp, Inc. and Premier Bank
N.A.--South Louisiana.
Arthur R. Carlson....... 54 Managing Director, Trust Company of the 1982 1997
West (investment advisor) since 1982.
Hugh J. Kelly........... 70 Oil and gas consultant since 1989; former 1990 1996
Chief Executive Officer of Ocean Drilling
and Exploration Company, 1977-1989;
Director of Hibernia Corporation, Chieftain
International, Inc. and Central Louisiana
Electric Co.
John P. Laborde......... 71 Former Chairman, President and Chief 1956 1997
Executive Officer of the Company from 1956
to 1994; Director of Stolt Comex Seaway
S.A., Stone Energy Corporation, and
American Bureau of Shipping.
William C. O'Malley..... 58 Chairman, President and Chief Executive 1994 1997
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
American Oilfield Divers, Inc. and Hibernia
Corporation.
5
COMMITTEES OF THE BOARD
The Company has standing Executive, Audit, and Compensation Committees of
the Board of Directors. It has no nominating committee. During fiscal 1995,
eight meetings of the Board of Directors were held. Each Director attended at
least 75% of the aggregate of the meetings of the Board and the Committees on
which they served.
The Company's Executive Committee is composed of Messrs. Robert H. Boh,
Arthur R. Carlson, John P. Laborde, Paul W. Murrill, William C. O'Malley,
Lester Pollack, and J. Hugh Roff, Jr. The function of the Committee is to act
in the place of the Board of Directors at times when the Board is not in
session. The Committee may exercise all powers of the Board except those
powers specifically reserved to the Board under applicable law. The Committee
did not meet during fiscal 1995.
The Company's Audit Committee is composed of Messrs. Donald T. Bollinger,
Arthur R. Carlson, John P. Laborde, Paul W. Murrill, and Lester Pollack. The
Committee met two times during fiscal 1995. The principal functions of the
Committee are to recommend selection of independent auditors, review the plan
for and results of audit examinations by internal and independent auditors,
review the Company's annual financial statements prior to release to the
public, and review and approve the services provided and fees charged by
independent auditors. The Committee also monitors and evaluates internal
accounting controls of the Company and ensures continuing adherence to stated
management policies and regulatory requirements in the area of financial
reporting.
The Company's Compensation Committee is composed of Messrs. Robert H. Boh,
Hugh J. Kelly, and J. Hugh Roff, Jr. The Committee met four times during
fiscal 1995. The principal functions of the Committee include responsibility
for considering all substantive elements of the Company's total employee
compensation package, including overall plan design for each of the Company's
major benefit programs, determining appropriate actuarial assumptions and
funding methods, appointing and monitoring independent investment managers and
monitoring compliance with applicable provisions of state and federal law. The
Committee also has responsibility for determining salary and bonus awards for
officers and determining stock option and restricted stock awards for all key
employees.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Company's Compensation Committee are Messrs. Robert H.
Boh, Hugh J. Kelly, and J. Hugh Roff, Jr. None of the members of the
Compensation Committee have been officers or employees of the Company or any
of its subsidiaries.
DIRECTOR COMPENSATION
Non-Employee Directors of the Company receive an annual retainer fee of
$20,000 and a fee of $1,500 for attendance at each meeting of the Board of
Directors. Directors also receive a fee of $1,000 for attendance at each
meeting of any Committee of the Board of Directors. The chairmen of Committees
of the Board of Directors receive a fee of $1,400 for attendance at those
Committee meetings they chair. Directors are also reimbursed for any direct
expense incurred by them in attending meetings of the Board of Directors or
its Committees. Non-Employee Directors also automatically receive a
non-qualified stock option to purchase 1,000 shares of Common Stock after each
Annual Meeting of Stockholders of the Company. The exercise price of the stock
options is equal to the closing price for the Common Stock reported on the New
York Stock Exchange consolidated
6
tape on the date of the Annual Meeting of Stockholders or, if not reported on
that day, on the first day thereafter that it is reported. Non-Employee
Director options may not be exercised until six months after the date of grant
and then may not be exercised if such exercise constitutes a triggering event
under the Company's Shareholder Rights Plan. The options lapse 10 years from
the date of grant or one year after termination of the Director's services as
a Director of the Company, whichever occurs first.
The Company provides a Deferred Compensation Plan pursuant to which a
Non-Employee Director may elect to defer all fees which are payable to him
from the Company. Deferred amounts are credited to an account in the name of
the participant as a cash credit or a phantom Common Stock credit of the
Company's Common Stock. Cash credit accounts are credited quarterly with
interest at a rate based upon the one year U.S. Treasury Bill rate. The
phantom share accounts are credited with a Common Stock dividend equivalent at
the time dividends are paid on Common Stock. Upon the earlier of termination
of Board service with the Company or the Director's attainment of age 65,
amounts accrued under this Plan are payable either in a lump sum or over a
period of two to ten years, at the election of the participant. Directors
participate at their election in this Plan on a year-to-year basis. One
Director participated in the Deferred Compensation Plan during fiscal 1995.
The Company also provides a Retirement Plan for the benefit of
Non-Employee Directors who retire from the Board on or after reaching age 65
or after completing five or more years of service on the Board. Under the
Retirement Plan, an eligible Director will be entitled to an annual benefit
equal to the annual retainer fee for a Board member at the time of his
retirement. The benefit is payable for a term equal to the number of years the
retired Director served as a Non-Employee Director. If a Director dies prior
to payment of his benefit, a death benefit is payable to his beneficiaries
equal to the then present value of the unpaid benefit.
The Deferred Compensation Plan and the Retirement Plan both provide for
the acceleration of the payment of certain benefits in the event of a change
of control in the Company. In such event, any unpaid benefits deferred under
the Deferred Compensation Plan as a cash credit only and any Retirement Plan
benefits are payable upon the Company's receipt of a request for payment by a
Director.
7
EXECUTIVE COMPENSATION
The following table summarizes, for each of the three fiscal years ended
March 31, 1993, 1994, and 1995, the compensation of the named individuals in
all capacities in which they served:
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
ANNUAL COMPENSATION ----------------------------------------------
----------------------------- RESTRICTED NO. OF
NAME AND FISCAL STOCK OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(1) AWARDED COMPENSATION(2)
- ------------------------------------- ------ --------- --------- ----------- -------- ---------------
William C. O'Malley(3)............... 1995 $ 268,918 $ 200,000 $ 1,636,250 450,000 $ 1,938
Chairman, President and Chief
Executive Officer
Richard M. Currence.................. 1995 242,500 140,000 38,760(4) 45,675 11,151
Executive Vice President 1994 232,500 140,000 43,607(4) 20,000 9,951
1993 218,750 90,000 -0- 30,000 9,538
Ken C. Tamblyn....................... 1995 232,500 140,000 37,091(4) 45,000 10,851
Executive Vice President and 1994 222,500 135,000 43,607(4) 20,000 9,649
Chief Financial Officer 1993 205,000 80,000 -0- 29,600 9,126
Cliffe F. Laborde.................... 1995 197,500 85,000 26,878(4) 30,875 9,801
Senior Vice President, Secretary 1994 186,250 90,000 32,715(4) 15,000 8,563
and General Counsel 1993 175,000 50,000 -0- 13,600 2,976
Stephen A. Snider.................... 1995 149,583 85,000 26,878(4) 35,875 8,373
Senior Vice President 1994 137,500 70,000 32,715(4) 15,000 7,101
1993 127,500 35,000 -0- 29,000 6,801
John P. Laborde(5)................... 1995 357,184 175,000 -0- 1,000 12,654
Retired Chairman, President, 1994 600,000 450,000 -0- -0- 20,976
and Chief Executive Officer 1993 560,000 275,000 3,800,000 -0- 2,231,260(6)
- ------------
(1) Reflects the number of shares of restricted stock awarded multiplied by the
closing market price of the Company's Common Stock on the date of grant.
(2) Consists of amounts contributed by the Company on behalf of the named
executive officer pursuant to the Company's Savings Plan and Supplemental
Savings Plan and health care premiums paid by the Company under the
Company's Executive Medical Plan. See following table.
(3) Mr. O'Malley joined the Company on September 19, 1994.
(4) Reflects the value of shares of restricted stock (the "Restricted Shares")
that the named individual has the right to receive upon the exercise of
related stock options. Once issued, the Restricted Shares are restricted for
a period of five years and will be forfeited if, except under certain
permitted circumstances, the holder sells the related option shares. Once
the Restricted Shares are issued, the holders of the Restricted Shares will
be entitled to receive any dividends paid to the holders of Common Stock of
the Company.
(5) Mr. Laborde retired as Chairman, President and Chief Executive Officer on
October 20, 1994.
(6) Includes $2,212,321 in an accelerated lump sum payment of benefits under the
Company's Supplemental Executive Retirement Plan.
8
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
CONTRIBUTIONS PREMIUMS PAID
UNDER UNDER EXECUTIVE
NAME FISCAL YEAR SAVINGS PLANS MEDICAL PLAN
- --------------------------- ----------- -------------- ----------------
William C. O'Malley........ 1995 0 $ 1,938
1994 0 0
1993 0 0
Richard M. Currence........ 1995 $ 7,275 3,876
1994 6,975 2,976
1993 6,562 2,976
Ken C. Tamblyn............. 1995 6,975 3,876
1994 6,673 2,976
1993 6,150 2,976
Cliffe F. Laborde.......... 1995 5,925 3,876
1994 5,587 2,976
1993 0 2,976
Stephen A. Snider.......... 1995 4,497 3,876
1994 4,125 2,976
1993 3,825 2,976
John P. Laborde............ 1995 10,716 1,938
1994 18,000 2,976
1993 16,053 2,976
9
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,
1995:
OPTION GRANTS IN FISCAL YEAR ENDED MARCH 31, 1995
POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OPTIONS ANNUAL RATES OF STOCK
OF SHARES GRANTED TO PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES OPTION TERM
OPTIONS IN LAST EXERCISE EXPIRATION -----------------------------
NAME GRANTED(1) FISCAL YEAR PRICE(2) DATE 5% 10%
- ------------------------------------- ---------- ------------ -------- ---------- ------------- --------------
William C. O'Malley.................. 375,000(3) 42.0% $ 23.38 10/20/04 $ 5,512,654 $ 13,970,149
75,000(4) 8.4% 19.00 03/16/05 896,175 2,271,083
Richard M. Currence.................. 15,675(4) 1.8% 22.25 08/16/04 219,339 555,848
30,000(4) 3.4% 19.00 03/16/05 358,470 908,433
Ken C. Tamblyn....................... 15,000(4) 1.7% 22.25 08/16/04 209,894 531,912
30,000(4) 3.4% 19.00 03/16/05 358,470 908,433
Cliffe F. Laborde.................... 10,875(4) 1.2% 22.25 08/16/04 152,173 385,636
20,000(4) 2.2% 19.00 03/16/05 238,980 605,622
Stephen A. Snider.................... 10,875(4) 1.2% 22.25 08/16/04 152,173 385,636
25,000(4) 2.8% 19.00 03/16/05 298,725 757,028
John P. Laborde(5)...................
- ---------
(1) The options become fully exercisable within three years after the date of
grant. Exercisability is accelerated upon a change of control.
(2) The exercise price is equal to the closing price of the Company's common
stock on the New York Stock Exchange consolidated tape on the date of grant.
(3) The options were granted under Mr. O'Malley's Employment Agreement on the
date he became Chief Executive Officer of the Company. See "Employment
Contracts."
(4) The options were granted under the Company's Stock Option Plan. Upon
exercise of the options, Messrs. Currence, Tamblyn, Cliffe Laborde, and
Snider will receive 1,742, 1,667, 1,208, and 1,208 Restricted Shares,
respectively, that were awarded under the plan. See Note 4 to Summary
Compensation Table.
(5) Mr. Laborde received a 1,000 share option grant as a Non-Employee Director
of the Company under the Company's Stock Option Plan.
10
OPTION EXERCISES AND HOLDINGS
The following table sets forth certain information concerning the exercise
of options during the fiscal year ended March 31, 1995, and unexercised
options held on March 31, 1995:
AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED MARCH 31, 1995
AND OPTION VALUES AS OF MARCH 31, 1995
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
NUMBER OF SHARES UNDERLYING IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT MARCH 31, 1995 MARCH 31, 1995(2)
ACQUIRED VALUE ------------------------------ ---------------------------
NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------- ----------- ----------- -------------- ------------- ----------- -------------
William C. O'Malley.................. -0- -0- -0- 450,000 -0- $ 103,125
Richard M. Currence.................. 3,875 $ 64,360 60,541 73,884 $ 352,875 148,501
Ken C. Tamblyn....................... 1,000 20,000 56,024 71,076 328,528 116,797
Cliffe F. Laborde.................... -0- -0- 22,867 49,942 122,822 53,134
Stephen A. Snider.................... -0- -0- 24,333 55,542 87,415 83,711
John P. Laborde...................... 25,786 248,190 -0- 1,000 -0- -0-
- ---------
(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, 1995, and the exercise price of the options.
PENSION PLANS
DEFINED BENEFIT PENSION PLAN. The Company and its participating
subsidiaries sponsor a defined benefit pension plan ("Pension Plan") covering
eligible employees. Upon normal retirement at age 65, the Pension Plan
provides a monthly benefit equal to the sum of (i) 1.5% of five-year final
average earnings above Social Security covered compensation times years of
credited service to a maximum of 35, plus (ii) 0.85% of five-year final
average earnings of Social Security covered compensation times years of
credited service to a maximum of 35, plus (iii) 1% of five-year final average
earnings times credited service in excess of 35 years.
Early retirement benefits are available upon attainment of age 55 and
completion of 10 years of credited service and are payable on a reduced basis.
There is no reduction for benefits payable at age 62 or later. For employees
retiring between age 55 and 62, the reduction is 5% per year for each year
prior to age 62. A retiring employee may select a life annuity or one of
several optional forms of settlement.
Employees completing five years of credited service are 100% vested in
their pension benefits. Messrs. O'Malley, Currence, Tamblyn, Cliffe Laborde,
and Snider have 0, 10, 9, 3 and 3 years of credited service, respectively,
under the Company's Pension Plan.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. Under federal law, an employee's
benefits under a qualified pension plan are limited to certain maximum
amounts. The Company has adopted a supplemental executive retirement plan
("SERP") to supplement the benefits received by the Company's officers
participating in the Pension Plan. The supplemental benefits consist of an
amount equal to the excess of the participant's benefits calculated under the
Pension Plan over the maximum benefit permitted by law. The SERP also gives
credit for prior service by the SERP participants without regard to any break
in service. As a consequence, under the SERP Messrs.
11
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.
The following table sets forth estimated aggregate combined annual
benefits payable in the form of a straight life annuity under the Pension Plan
and the SERP upon retirement to persons in the remuneration and
years-of-service classifications specified. Benefits are not subject to any
deduction for Social Security or other offset amounts.
PENSION PLANS TABLE
FIVE-YEAR YEARS OF CREDITED SERVICE AT RETIREMENT
FINAL AVERAGE ---------------------------------------------------------------
EARNINGS 15 20 25 30 35
- ------------- ----------- ----------- ----------- ----------- -----------
$150,000..... $ 42,473 $ 56,630 $ 71,788 $ 84,946 $ 99,103
$175,000..... 49,973 66,630 83,288 99,946 116,603
$200,000..... 57,473 76,630 95,788 114,946 134,103
$225,000..... 64,973 86,630 108,288 129,946 151,603
$250,000..... 72,473 96,630 120,788 144,946 169,103
$300,000..... 87,473 116,630 145,788 174,946 204,103
$400,000..... 117,473 156,630 195,788 234,946 274,103
$500,000..... 147,473 196,630 245,788 294,946 344,103
$600,000..... 177,473 236,630 295,788 354,946 414,103
EMPLOYMENT CONTRACTS
On June 13, 1994, the Company entered into an employment agreement (the
"Employment Agreement") with Mr. William C. O'Malley, pursuant to which Mr.
O'Malley agreed to serve as the Chairman, President, and Chief Executive
Officer of the Company. Under the Employment Agreement, which has a term that
expires on December 31, 1997, the Company will pay Mr. O'Malley an annual base
salary of $500,000. In addition, Mr. O'Malley will be eligible for an annual
incentive bonus in accordance with the terms of the Company's Annual Incentive
Plan. Pursuant to the Employment Agreement, Mr. O'Malley was granted 70,000
restricted shares of the Company's Common Stock which are subject to certain
restrictions on transfer, vesting periods, and risks of forfeiture. Under the
Employment Agreement, Mr. O'Malley was also granted nonqualified options to
purchase 375,000 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. Among other terms, the Employment
Agreement provides that if Mr. O'Malley's employment is terminated without
cause (or if he terminates for good reason) following a change of control (as
defined in the Employment Agreement) of the Company, then Mr. O'Malley will be
entitled to receive cash in an amount equal to two times his annual base
salary.
Effective July 1, 1992, the Company entered into an employment and
consulting contract (the "Consulting Contract") with John P. Laborde. The
terms of the Consulting Contract provide for Mr. Laborde to serve the Company
as a consultant for a three-year term commencing with his
12
retirement on October 20, 1995, (the "Consultant Term"). Under the terms of
the Consulting Contract, Mr. Laborde will be paid an annual consulting fee of
$600,000. During the Consultant Term, Mr. Laborde is entitled to all benefits
that he is eligible to receive as a retiree from the Company, plus payment by
the Company of certain additional perquisites. Mr. Laborde and his spouse are
also entitled to be provided medical coverage by the Company for life. If Mr.
Laborde's employment as a consultant is terminated other than under the
conditions permitted in the Consulting Contract, including termination at the
option of Mr. Laborde following a change in control of the Company, Mr.
Laborde will be paid the aggregate amount of his annual consulting fee through
the last day of the Consultant Term. In the case of disability or death, Mr.
Laborde or his heirs will receive a payment equal to 50% of Mr. Laborde's
annual consulting fee from the date of termination through the last day of the
Consultant Term. In the case of disability, Mr. Laborde will be entitled to
receive disability and other benefits at least equal to the most favorable of
those generally provided by the Company to executive officers.
SEVERANCE AGREEMENTS
The Company has entered into severance agreements with Messrs. Currence,
Tamblyn, Cliffe Laborde, and Snider (the "Severance Agreements").
The Severance Agreements provide for a lump sum payment by the Company to
each executive in the event the executive's employment with the Company is
terminated (other than for death, retirement, disability, or cause as defined
in the Severance Agreements), or the executive terminates his employment for
good reason as defined in the Severance Agreements, following a change in
control of the Company.
Under the Severance Agreements, upon a termination for which a severance
payment is required, an amount shall be paid to the executive equal to two
times the executive's average annual base salary for the three years prior to
termination, as well as any incentive compensation which has been allocated or
awarded to the executive prior to the date of termination but has not been
paid. In addition, the Severance Agreements provide for: (a) continuation of
Company group welfare benefits until the earlier of two years after
termination or until normal retirement age would have been reached or until
replacement of the benefits as a result of the executive's employment with
others; (b) a payment equal to the employer contributions to the Company's
Savings Plan that would have been made for the two years following the date of
termination or until normal retirement age would have been reached, whichever
comes earlier; (c) a payment equal to the present value of the additional
retirement benefit which would have been earned under the Company's Pension
Plan if employment had continued until the earlier of two years following date
of termination or until normal retirement age would have been reached; and (d)
a cash payment equal to the difference between the option price and the higher
of market value on date of termination, or the highest price paid in
connection with the change in control, for all stock options exercisable
during the next two years. Any payment or benefit to be received by the
executive in connection with a change in control or the termination of
employment will be reduced to the extent necessary to preserve the
deductibility of payments made to the executive pursuant to Section 280G of
the Internal Revenue Code.
13
COMPENSATION COMMITTEE REPORT
PRINCIPLES OF EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
composed of independent Non-Employee Directors who are responsible for
Tidewater's compensation programs. The executive compensation program is
designed to help the Company attract, motivate, and retain the executive talent
that the Company needs in order to maximize its return to shareholders. Toward
that end, the Company's executive compensation program has been structured based
on the following principles:
* 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 bonuses, long-term incentives, and
executive benefits.
The Company determines competitive levels of compensation for executive
positions based on information drawn from compensation surveys, proxy
statements for comparable organizations, and independent compensation
consultants. The Company's philosophy is to target the market 50th percentile
(market median) for total cash compensation which is made up of base salary
and annual bonus incentive. With respect to long-term stock compensation, the
Company philosophy is to target total grants of between the 50th and 75th
percentile. Tidewater considers market pay data for general industry companies
with comparable revenues to Tidewater and the Value Line Oilfield Service peer
companies used in the total shareholder return graph in this proxy statement.
While individual executive pay rates vary in terms of competitiveness based on
experience and performance over time, the overall average of Tidewater's
executive compensation levels for the executive officers included in the
Summary Compensation Table in this proxy statement in the last fiscal year
were consistent with this stated philosophy.
* 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 competitive, 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
award short-term performance incentives tied to the Company's annual business
objectives. The long-term incentive plan focuses on providing stock based
incentives which are intended to be consistent with the goals of long term
shareholders.
DESCRIPTION OF THE CURRENT EXECUTIVE COMPENSATION PROGRAM
This section describes each of the principal elements of the Company's
executive compensation program with specific reference to the objectives
discussed above. The Company's compensation program is periodically reviewed
to ensure an appropriate mix of base salary, annual incentive, and long-term
incentive within the philosophy of providing competitive total direct
compensation opportunities.
BASE SALARY PROGRAM. Tidewater believes that offering competitive rates
of base pay plays an important role in our ability to attract and retain
executive talent. Discretionary base salary
14
adjustments are also made for each individual employee's performance over time.
Consequently, employees with higher levels of sustained performance over time
will be paid correspondingly higher salaries. Generally, salaries for executives
are reviewed annually based on a variety of factors, including individual
performance, general levels of market salary increases, and Tidewater's overall
financial results. Salaries for fiscal 1996 will not be adjusted upward as in
previous years in order to place more emphasis on the bonus portion of total
cash compensation and to increase the risk element of executive compensation.
ANNUAL BONUS PLAN. Tidewater's annual bonus plan is intended to motivate,
attract, and retain high quality employees by offering variable pay tied to
Company and individual performance. This program is also an important
component in providing a fully competitive compensation package to the
Company's executive officers.
A bonus pool is established each year based on the Company's overall
performance against measures established by the Compensation Committee of the
Board of Directors. In fiscal 1995, three performance measures were considered
and each was weighted one-third. These performance measures were (1) growth in
adjusted operating income compared to the prior year, (2) return on total
capital compared to the Value Line Oilfield Services industry peer group, and
(3) the ratio of operating cash flow to revenues.
For fiscal 1995, the Company exceeded the maximum target for return on
total capital, and exceeded minimum targets for operating income and cash
flow. As a result, the overall company performance measures generated a bonus
pool from which payouts were made.
Individual awards from the established bonus pool are determined by the
Compensation Committee. The CEO provides advice to the Committee for specific
individual awards for executives other than himself. Individual awards from
the pool are based on a discretionary evaluation of business unit performance
and individual employee performance. The aggregate individual bonus awards did
not exceed the amount of funds in the bonus pool.
LONG-TERM INCENTIVE PLAN. Tidewater's long-term incentive plan provides
long-term incentives to executives in two forms: stock options and restricted
stock. Each of these devices is intended to meet the Company's objectives in
different ways.
Tidewater's stock option plan is intended to reward participants for
generating appreciation in the Company's stock price. Stock options granted
during the last fiscal year were granted at the closing price of the Company's
Common Stock on the New York Stock Exchange on the date of grant. All stock
options have a term of 10 years and are exercisable in accordance with a
vesting schedule established by the Compensation Committee at the time of the
grant. For fiscal 1995, the Compensation Committee used a vesting schedule of
one-third per year commencing one year following the grant date. In March
1995, after concluding the Company's restructuring efforts, options were
granted to participants to recognize the success of the reorganization. These
options are in lieu of options which would normally have been awarded early in
fiscal 1996.
Grants of restricted stock made in fiscal 1995 were granted as part of the
Company's continued effort to increase executive stock ownership levels,
thereby more closely aligning executive pay with shareholder interests. Under
this program, executive officers will receive the restricted shares shown in
the Summary Compensation Table upon the exercise of related stock options.
Once issued, restricted shares will be restricted for 5 years and will be
forfeited if, except under certain
15
circumstances, the executive officer sells the stock covered by the related
stock option or ceases to provide substantial services for the Company and
competes with the Company.
Tidewater's overall stock option and restricted stock grant levels
generally are established by considering market data on grant levels.
Individual long-term incentive grants are based on a subjective evaluation of
the level of responsibility of each participant in the Company and individual
performance.
1995 CHIEF EXECUTIVE OFFICER COMPENSATION
During fiscal 1995, John P. Laborde was Chief Executive Officer from April
1, 1994, until October 20, 1994. His base salary of $600,000 per year has
remained constant since July 1992 pursuant to his employment contract. No
stock options or restricted shares were awarded to Mr. Laborde in fiscal 1995;
however, an annual incentive award of $175,000 was paid, based upon Company
performance under the plan measures (as described previously in this report),
and the discretionary evaluation of his individual performance by the
Compensation Committee.
In June 1994, the Company entered into an employment contract with William
C. O'Malley, who became the Chief Executive Officer for Tidewater Inc. on
October 20, 1994. Mr. O'Malley's base salary, stock option grants and
incentive bonus percentage were set above market median in order to attract
the most qualified individual to serve as the Company's Chief Executive
Officer.
Pursuant to this employment contract, Mr. O'Malley's base salary was set
at $500,000 for fiscal 1995. On the date he became President and Chief
Executive Officer, Mr. O'Malley was granted non-qualified stock options to
purchase 375,000 shares of Company common stock, and was granted 70,000 shares
of restricted stock in accordance with the terms of the Tidewater 1992 Stock
Option and Restricted Stock Plan. The restricted shares have special vesting
restrictions tied to increases in the price of the Company's Common Stock. In
addition, under the terms of the annual incentive plan, Mr. O'Malley was
eligible for an annual incentive award for fiscal 1995. Based upon Company
performance under the plan measures, and the discretionary evaluation of his
individual performance by the Compensation Committee, an allowable payout of
$200,000 was paid.
$1 MILLION PAY DEDUCTIBILITY CAP
Section 162(m) of the Internal Revenue Code limits the tax deductibility
by a company of compensation in excess of $1 million paid to each of its most
highly compensated executive officers. The compensation paid to each of the
named executive officers for the last fiscal year was not expected to exceed
and did not exceed the amount deductible under Section 162(m). The
Compensation Committee intends to establish executive officer compensation
programs that will maximize Tidewater's deduction if the Committee determines
that such actions are consistent with its philosophy and in the best interest
of Tidewater and its shareholders. However, from time to time, the Committee
may award compensation that is not fully deductible if the Committee
determines that such award is consistent with its philosophy and in the best
interest of Tidewater and its shareholders.
Compensation Committee:
Robert H. Boh, Chairman
Hugh J. Kelly
J. Hugh Roff, Jr.
16
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 1991, 1992, 1993, 1994, and
1995. The graph assumes the investment of $100 on April 1, 1990, at closing
prices on March 31, 1990, and the reinvestment of dividends. The Value Line
Oilfield Services Group consists of 17 companies.
COMPARISON OF CUMULATIVE SHAREHOLDER RETURN 1990-1995
[LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
Fiscal Year Ending March 31,
------------------------------------------------------
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
Tidewater Inc. ..... 100 98 86 173 143 152
S&P 500 ............ 100 114 127 146 149 172
Peer Group ......... 100 105 84 103 91 105
17
INTEREST IN CERTAIN TRANSACTIONS
RELATED PARTY TRANSACTIONS
During fiscal year 1995, the Company contracted with Bollinger Machine
Shop & Shipyard, Inc. ("Bollinger Shipyard") for repair services in the amount
of approximately $905,000 for vessels owned by the Company. The contracts were
awarded to Bollinger Shipyard on the basis of competitive bidding and/or
drydock availability. Donald T. Bollinger is the Chairman and Chief Executive
Officer of Bollinger Shipyard and a Director of the Company.
Bollinger Shipyard received approximately $34,000 during fiscal 1995 for
dockage provided for the Company's vessels that had been taken out of service.
The vessels were docked at the Bollinger Shipyard facility in LaRose,
Louisiana pending sale and/or return to service.
Bollinger Shipyard paid the Company approximately $30,000 during fiscal
1995 for charter of the M/V GREENHEAD.
In the opinion of management, all of the Company's transactions with
Bollinger Shipyard were provided on terms that were usual, customary, and no
less favorable to the Company than would be available from unaffiliated
parties.
PROPOSAL FOR THE RATIFICATION OF
SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL 2)
The Board of Directors has approved the appointment of KPMG Peat Marwick
LLP, independent certified public accountants, to audit the consolidated
financial statements of the Company and its subsidiaries for the fiscal year
ending March 31, 1996. Proxies solicited hereby will be so voted unless
stockholders specify otherwise in their proxies. The affirmative vote of the
holders of a majority of the Common Stock present in person or by proxy at the
meeting and entitled to vote is required for approval of this Proposal.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
Annual Meeting and will have an opportunity to make a statement if they desire
to do so. Such representatives are also to be available at the meeting to
respond to appropriate questions. The Board also expects one or more members
of its Audit Committee to be present at the Annual Meeting and to be available
to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING MARCH 31, 1996.
18
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 1996, 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 8, 1996, 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 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.
19
OTHER MATTERS
The Board of Directors knows of no business, other than that described
above, that will be presented to the meeting but, should any other matters
properly arise before the meeting, the persons named in the enclosed proxies
will vote the proxies in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
CLIFFE F. LABORDE
SENIOR VICE PRESIDENT, SECRETARY,
AND GENERAL COUNSEL
New Orleans, Louisiana
June 8, 1995
PLEASE COMPLETE AND RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE REQUIRED IF MAILED IN THE UNITED STATES.
20
[LOGO]
TIDEWATER INC.
1440 CANAL STREET
NEW ORLEANS, LOUISIANA 70112
TIDEWATER INC.
| The undersigned appoints William C. O'Malley and John P. Laborde as
P | proxies, each with power to act alone or by substitution, to vote all
| shares of the undersigned at the Annual Meeting of Stockholders of
R | Tidewater Inc. to be held on July 20, 1995, and any adjournments
| thereof.
O |
| THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, OR IF NOT
X | DIRECTED, FOR EACH NOMINEE AND FOR ALL PROPOSALS LISTED HEREIN, AND, AS
| SAID PROXIES DEEM ADVISABLE, ON SUCH OTHER MATTERS AS MAY PROPERLY COME
Y | 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 SIDE]
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR
LISTED BELOW
1. To elect directors to hold office until September 1998 or until their
successors are elected and qualified.
NOMINEES: Paul W. Murrill, Lester Pollack and J. Hugh Roff, Jr.
[ ] FOR ALL NOMINEES [ ] WITHHELD FROM ALL NOMINEES
[ ] ________________________________________________
For all nominees except as noted above
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL
2. To ratify selection of KPMG Peat Marwick LLP as independent auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
MARK HERE
FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
Please sign exactly as your name appears hereon. If the stock is issued in the
names of two or more persons, each of them should sign the proxy. If the proxy
is executed by a corporation, it should be signed in the corporate name by an
authorized officer. When signing as attorney, executor, administrator, trustee,
or guardian, or in any other representative capacity, give full title as such.
Signature: _________________________________ Date ___________________
Signature: _________________________________ Date ___________________
PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN
ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
VOTING INSTRUCTIONS VOTING INSTRUCTIONS
TIDEWATER EMPLOYEE SAVINGS AND PROTECTION PLAN
The undersigned directs the Trustee of the Tidewater Employee Savings
and Protection 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 20, 1995 and any adjournment thereof (the "Meeting").
The undersigned acknowledges receipt of the Company's Proxy Statement dated June
8, 1995 (the "Proxy Statement"). The Trustee is further authorized to vote, in
its discretion, upon such other business as may properly come before the
Meeting.
[SEE REVERSE SIDE]
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
IF NO DIRECTION IS MADE, THE SHARES WILL BE VOTED IN FAVOR OF THE PROPOSALS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR
LISTED BELOW
1. To elect directors to hold office until September 1998 or until their
successors are elected and qualified.
NOMINEES: Paul W. Murrill, Lester Pollack and J. Hugh Roff, Jr.
[ ] FOR ALL NOMINEES [ ] WITHHELD FROM ALL NOMINEES
[ ] ________________________________________________
For all nominees except as noted above
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL
2. To ratify selection of KPMG Peat Marwick LLP as independent auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
MARK HERE
FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN THIS CARD IN THE ENCLOSED RETURN
ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
Signature: _________________________________ Date ___________________
Signature: _________________________________ Date ___________________