SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
Petroleum Helicopters, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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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(4) Date Filed:
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PETROLEUM HELICOPTERS, INC.
2001 S. E. Evangeline Thruway
Lafayette, Louisiana 70508
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON April 30, 2002
To the Holders of Voting Stock of Petroleum Helicopters, Inc.:
The 2002 Annual Meeting of Stockholders of Petroleum Helicopters, Inc.
("PHI") will be held at Lafayette Hilton & Towers, 1521 West Pinhook Road,
Lafayette, Louisiana, on Tuesday, April 30, 2002, at 9:00 a.m., local time, to:
1. Elect directors.
2. Transact such other business as may properly be brought before
the meeting or any adjournments thereof.
Holders of record of PHI's voting common stock at the close of business
on April 10, 2002, are entitled to notice of and to vote at the Meeting.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
By Order of the Board of Directors
/s/ MICHAEL J. MCCANN
-------------------------
Michael J. McCann
Secretary
Lafayette, Louisiana
April 15, 2002
PETROLEUM HELICOPTERS, INC.
2001 S. E. Evangeline Thruway
Lafayette, Louisiana 70508
INFORMATION STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
April 30, 2002
This Information Statement is furnished to holders of voting common
stock ("Voting Stock") of Petroleum Helicopters, Inc. ("PHI" or "the Company")
at the direction of its Board of Directors (the "Board") in connection with the
Annual Meeting of Stockholders of PHI (the "Meeting") to be held on April 30,
2002, at the time and place set forth in the accompanying notice and at any
adjournments thereof.
Stockholders of record of Voting Stock at the close of business on
April 10, 2002, are entitled to notice of and to vote at the Meeting. On that
date, PHI had outstanding 2,851,866 shares of Voting Stock, each of which is
entitled to one vote.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
This Information Statement is first being mailed to stockholders on or
about April 15, 2002. The cost of preparing and mailing the statement will be
borne by PHI. Banks, brokerage houses and other nominees or fiduciaries will be
requested to forward the material to their principals, and PHI will, upon
request, reimburse them for their expenses in so acting.
ELECTION OF DIRECTORS
PHI's By-laws establish the number of directors to be elected at the
Meeting at four. Al A. Gonsoulin, the holder of over a majority of PHI's
outstanding Voting Stock has informed PHI that he intends to vote his shares for
the election of the four persons named below to serve until the next annual
meeting and until their successors are duly elected and qualified. In the
unanticipated event that one or more nominees cannot be a candidate at the
Meeting, the By-laws provide that the number of authorized directors will be
automatically reduced by the number of such nominees unless the Board determines
otherwise.
The Company's bylaws provide a procedure that shareholders must follow
to nominate a person for election as a director at a meeting of shareholders. A
shareholder wishing to make a nomination must provide the Company in writing all
information about the proposed nominee that is required by Regulation 14A under
the Securities Exchange Act of 1934, including his or her name, age, business
and residence address, principal occupation, shares owned and shares entitled to
vote at the meeting. Also, the shareholder must include his or her own name,
address, number of shares owned, and number of shares entitled to vote at the
meeting. To be timely, this notice must be delivered or mailed and received not
less than 45 nor more than 90 days prior to
1
the meeting. If the Company provides fewer than 55 days notice of the meeting,
that deadline is extended until the close of business on the 10th day following
the date notice was given.
The following table sets forth certain information as of April 1, 2002,
with respect to each person to be nominated on behalf of the Board. Unless
otherwise indicated, each person has been engaged in the principal occupation
shown for the past five years.
<Table>
<Caption>
Year First
Became a
Name and Age Principal Occupation Director
- ------------ -------------------- ----------
Al A. Gonsoulin, 59 Private Investments(1) 2001
Lance F. Bospflug, 47 President and Chief Executive Officer of PHI(2) 2001
Arthur J. Breault, Jr., 62 Tax lawyer and consultant(3) 1999
Thomas H. Murphy, 46 Member, Murco Oil & Gas, LLC 1999
(oil & gas production and investments)(4)
</Table>
- ----------
(1) Mr. Gonsoulin is Chairman of the Board of PHI. For more than the past five
years, until December 31, 2001, Mr. Gonsoulin was President of the Sea Mar
division of Nabors Industries.
(2) Mr. Bospflug joined PHI in September 2000 as President and was appointed
Chief Executive Officer in August 2001. Before joining PHI he was Chief
Financial Officer and, from 1999 to 2000, Chief Executive Officer, of T.L. James
& Company, Inc., a diversified construction, marine dredging and timber company.
(3) For more than 16 years before 1997, when he retired, Mr. Breault was a
partner in Deloitte & Touche LLP, concentrating in tax matters.
(4) For more than five years prior to 1998, Mr. Murphy was President of Murco
Drilling Corporation, a U.S. onshore oil and gas drilling contractor.
----------
During the most recent fiscal year ended December 31, 2001, referred to
herein as "FY01," the Board held ten meetings. Each incumbent director attended
at least 75% of the aggregate number of Board and Committee meetings of which he
or she was a member.
The Board has an Audit Committee, the current members of which are
Messrs. Arthur J. Breault and Thomas H. Murphy (Chairman). This committee, which
held seven meetings during FY01, is responsible for assisting the Board in
monitoring (1) the integrity of PHI's financial statements, (2) PHI's compliance
with legal and regulatory requirements and (3) the independence and performance
of PHI's external auditors. The Board also has a Compensation Committee, the
current members of which are Messrs. Arthur J. Breault (Chairman) and Thomas H.
Murphy. This committee, which met once during FY01, is responsible for
determining the compensation of officers and key employees and administering
PHI's incentive compensation plans. The Board does not have a nominating
committee.
2
Each director receives an annual fee of $12,000 and a fee of $1,000 for
each Board or Committee meeting he or she attends, except that Mr. Gonsoulin and
Mr. Bospflug do not receive Board fees.
CHANGE OF CONTROL OF PHI
On September 5, 2001, Mr. Al A. Gonsoulin purchased in a privately
negotiated transaction 1,423,780 shares of Voting Stock of PHI from the Suggs
Family Fund, LLC, and on September 11, 2001, Mr. Gonsoulin purchased an
additional 58,480 shares of PHI Voting Stock from Carroll W. Suggs. The stock
acquired in these two transactions represented at the time approximately 28% of
the total equity outstanding and approximately 52% of the total Voting Stock.
The transactions did not involve PHI or any of its officers and directors other
than Carroll W. Suggs, Chairman of PHI and managing member of the Suggs Family
Fund, LLC. According to a Schedule 13D filed by Mr. Gonsoulin with the
Securities and Exchange Commission ("SEC"), the funds used in making the
purchases were obtained by him using an unsecured personal line of credit. Mr.
Gonsoulin did not provide PHI with the terms of the line of credit or the name
of the lender, and PHI has no independent knowledge of the source or terms of
the financing arranged by Mr. Gonsoulin.
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information concerning the
beneficial ownership of each class of outstanding PHI equity securities as of
April 1, 2002 by (a) each director and nominee for director of PHI, (b) each
executive officer identified under the heading "Executive Compensation and
Certain Transactions - Summary of Executive Compensation" ("Named Executive
Officers") and (c) all directors and executive officers of PHI as a group,
determined in accordance with Rule 13d-3 of the SEC. Unless otherwise indicated,
the securities shown are held with sole voting and investment power.
<Table>
<Caption>
Class of PHI Number of Percent of
Beneficial Owner Common Stock Shares(1) Class
- ---------------- ------------ --------- ----------
DIRECTORS AND NOMINEES
Al A. Gonsoulin Voting 1,482,266 52.0
Non-Voting 0 *
Lance F. Bospflug Voting 0 *
Non-Voting 170,000 6.3
Arthur J. Breault, Jr. Voting 0 *
Non-Voting 4,657 *
Thomas H. Murphy Voting 3,100 *
Non-Voting 4,757 *
</Table>
3
<Table>
<Caption>
Class of PHI Number of Percent of
Beneficial Owner Common Stock Shares(1) Class
- ---------------- ------------ --------- ----------
NAMED EXECUTIVE OFFICERS(2)
William P. Sorenson Voting 0 *
Non-Voting 15,226 *
Michael J. McCann Voting 0 *
Non-Voting 25,000 *
Richard A. Rovinelli Voting 0 *
Non-Voting 12,500 *
Carlin N. Craig Voting 0 *
Non-Voting 8,265 *
ALL DIRECTORS AND EXECUTIVE Voting 1,485,366 52.1
OFFICERS AS A GROUP (12 PERSONS) Non-Voting 270,429 10.1
</Table>
- ----------
* Less than one percent.
(1) Includes shares of non-voting stock issuable upon exercise of stock options
as follows: Mr. Bospflug - 150,000 shares; Mr. Sorenson - 14,345 shares; Mr.
McCann - 25,000 shares; Mr. Rovinelli - 12,500 shares; Mr. Craig - 7,053 shares;
and all directors and executive officers as a group, approximately 236,558
shares. Shares subject to options currently exercisable by a person are deemed
to be outstanding for purposes of computing the percent of class owned by such
person and by all directors and executive officers as a group.
(2) Information on Mr. Bospflug's ownership is included under "Directors and
Nominees" above.
----------
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To PHI's knowledge, the only beneficial owners as of April 1, 2002, of
more than 5% of the outstanding Voting Stock, determined in accordance with Rule
13d-3 of the SEC, were (i) Al A. Gonsoulin, 2001 S.E. Evangeline Thruway,
Lafayette, Louisiana, whose beneficial ownership of the Voting Stock is shown
under the heading "Stock Ownership of Directors and Executive Officers," (ii)
Strong Capital Management, Inc., 100 Heritage Reserve, Menomonee Falls,
Wisconsin, which, according to a Schedule 13G filed by that firm with the SEC,
beneficially owns 282,380 shares, or 9.9%, (iii) FMR Corp., 82 Devonshire
Street, Boston, Massachusetts, which, according to a Schedule 13G filed by that
firm, beneficially owns 262,500 shares or 9.2%, and (iv) Woodbourne Partners,
200 N. Broadway, Suite 825, St. Louis, Missouri, which, according to a Schedule
13D filed by that firm, beneficially owns 216,200 shares or 7.6%.
EXECUTIVE COMPENSATION
In 1999, PHI changed its fiscal year from one ending on April 30 to one
ending on December 31. The fiscal year ended April 30, 1999, is referred to as
"FY99," the eight month transition period from May 1, 1999, to December 31,
1999, is referred to herein as the
4
"Transition Period" or "TP," the fiscal year ended December 31, 2000 is referred
to as "FY00," and the fiscal year ended December 31, 2001 is referred to as
"FY01."
SUMMARY OF EXECUTIVE COMPENSATION
The following table summarizes, for FY01, FY00, the Transition Period
and FY99, the compensation of PHI's former and current Chief Executive Officer
and of certain other executive officers of PHI whose annual compensation for
FY01 was in excess of $100,000.
<Table>
<Caption>
Annual Compensation Long-Term Compensation Awards
--------------------------- --------------------------------
Securities
Name and Principal Restricted Underlying All Other
Position Year Salary Bonus Stock Awards(3) Options Compensation(4)(5)
- -------------------------- ---------- ------------- ------------- ---------------- --------------- --------------------
$ $ # # $
- -------------------------- ---------- ------------- ------------- ---------------- --------------- --------------------
FY01 272,586 0 0 0 166,932
Carroll W. Suggs(1) FY00 327,600 0 0 0 125,141
Chairman and CEO TP 214,000 0 0 30,000 169,547
FY99 331,738 0 0 4,000 120,288
- -------------------------- ---------- ------------- ------------- ---------------- --------------- --------------------
FY01 275,000 0 0 0 13,757
Lance F. Bospflug(2) FY00 80,335 0 $221,250 150,000 31,720
Chief Executive Officer TP 0 0 0 0 0
FY99 0 0 0 0 0
- -------------------------- ---------- ------------- ------------- ---------------- --------------- --------------------
FY01 150,000 0 0 0 9,451
William P. Sorenson FY00 150,000 0 0 0 9,484
Director of Int'l, TP 98,007 0 0 10,000 4,963
Aeromed and Tech Services FY99 126,807 0 0 0 3,961
- -------------------------- ---------- ------------- ------------- ---------------- --------------- --------------------
FY01 175,000 0 0 0 9,999
Michael J. McCann(6) FY00 175,000 0 0 0 10,093
Chief Financial Officer TP 114,424 0 0 10,000 5,270
& Treasurer FY99 84,138 0 0 15,000 2,422
- -------------------------- ---------- ------------- ------------- ---------------- --------------- --------------------
Richard A. Rovinelli(7) FY01 150,000 0 0 0 7,230
Chief Administrative FY00 150,000 0 0 0 9,120
Officer and Director of TP 79,615 0 0 12,500 9,550
Human Resources FY99 27,692 0 0 0 7,793
- -------------------------- ---------- ------------- ------------- ---------------- --------------- --------------------
FY01 135,951 150 0 0 12,757
Carlin N. Craig FY00 86,843 150 0 0 5,724
Director, Oil & Gas TP 54,923 0 0 2,000 2,647
Operations FY99 86,012 2,446 0 0 2,847
- -------------------------- ---------- ------------- ------------- ---------------- --------------- --------------------
</Table>
(1) Mrs. Suggs retired from PHI in September, 2001.
(2) Mr. Bospflug joined PHI in September, 2000 and became its Chief Executive
Officer in August, 2001.
(3) Based on the closing price of PHI's Common Stock on the date of award. On
September 5, 2001, the only unvested restricted shares outstanding were 15,000
shares of non-voting Common Stock held by Mr. Bospflug, all of which fully
vested on that date. The aggregate value of all such unvested shares based upon
the $20.00 market value per share on September 5, 2001 was $300,000.
(4) Amounts shown include the following: Mrs. Suggs - includes directors fees of
$ 25,000, $16,620, $16,000 and $20,000 for FY01, FY00, TP, and FY99,
respectively, and $74,261 in payment for accrued vacation in FY01; Mr. Bospflug
- - FY00 amounts include relocation expense reimbursement of $7,911 and a
non-accountable relocation allowance of $20,000; Mr. Rovinelli - includes a
housing subsidy/relocation allowance of $5,000 in FY01.
(5) For each year, includes the aggregate value of matching Company
contributions and allocations to the Company's 401(k) plan, and the value of
term life insurance coverage provided. During FY01, matching contributions and
allocations to the Company's 401(k) plan were credited to the accounts of: Mrs.
Suggs - $10,392; Mr. Bospflug - $0, Mr. Sorenson - $9,175; Mr. McCann - $9,654;
Mr. Rovinelli - $6,954; and Mr.
5
Craig - $8,135. Also during FY01, the value of term life insurance premiums paid
or reimbursed by the Company was: Mrs. Suggs - $ 57,329; Mr. Bospflug - $
13,757; Mr. Sorenson - $ 276; Mr. McCann - $ 345; Mr. Rovinelli - $ 276; and Mr.
Craig - $ 212. For Mrs. Suggs and Mr. Bospflug, the insurance reimbursement
included a cash payment sufficient to pay taxes on the insurance premium
reimbursement.
(6) Mr. McCann joined the Company in November 1998.
(7) Mr. Rovinelli joined the Company in February 1999.
----------
OPTION EXERCISES AND HOLDINGS
The following table contains information with respect to the Named
Executive Officers concerning options exercised in FY01 and unexercised options
held as of December 31, 2001. All options held are exercisable. No options were
granted to any of them in FY01.
<Table>
<Caption>
Value of
Number of Securities Unexercised
Shares Acquired Underlying Unexercised In-the-Money
Name on Exercise Value Realized Options Options(1)
------------------------- --------------------- --------------------- --------------------------- ---------------------
Carroll W. Suggs 58,480 $ 476,920 0 0
------------------------- --------------------- --------------------- --------------------------- ---------------------
Lance F. Bospflug 0 0 150,000 $1,288,500
------------------------- --------------------- --------------------- --------------------------- ---------------------
William P. Sorenson 0 0 14,345 $ 117,447
------------------------- --------------------- --------------------- --------------------------- ---------------------
Michael J. McCann 0 0 25,000 $ 115,000
------------------------- --------------------- --------------------- --------------------------- ---------------------
Richard A. Rovinelli 0 0 12,500 $ 80,000
------------------------- --------------------- --------------------- --------------------------- ---------------------
Carlin N. Craig 0 0 7,053 $ 70,141
------------------------- --------------------- --------------------- --------------------------- ---------------------
</Table>
(1) Reflects the difference between closing price of the Common Stock on
December 31, 2001, and the respective exercise prices of the options. As a
result of the transaction referred to herein under the caption "Change in
Control," all unexercisable options became exercisable on September 5, 2001.
----------
Effective September 1, 2000, Mr. Lance F. Bospflug was employed as
PHI's President under an agreement pursuant to which his annual base salary is
$275,000. Upon his employment, Mr. Bospflug was awarded 20,000 shares of
restricted Non-Voting Stock vesting in annual 5,000 share increments beginning
September 1, 2001, and options for up to 150,000 shares of Non-Voting Stock
exercisable at $11.06 per share (the fair market value on the date of grant)
vesting in 25% increments beginning September 1, 2001. Effective August 17,
2001, Mr. Bospflug was elected Chief Executive Officer of the Company. Effective
September 5, 2001, all restricted shares became fully vested and all stock
options became fully exercisable as a result of the transaction referred to
herein under the caption "Change in Control."
6
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PHI maintains a supplemental executive retirement plan ("SERP") to
supplement the retirement benefits otherwise available to PHI's officers and
certain key employees pursuant to its 401(k) Retirement Plan. The SERP provides
an annual benefit, generally equivalent to 33 1/3% of each such participant's
salary at the date she or he became a participant, up to $200,000 of salary,
plus 50% of such salary in excess of $200,000, for a period of 15 years
following retirement at age 65 or older. Similar benefits are also provided upon
death or disability of the participant. The estimated annual benefits payable
upon retirement at normal retirement age for Messrs. Bospflug, Sorenson, McCann,
Rovinelli and Craig are $104,166, $30,400, $58,200, $40,000, and $46,700,
respectively. As a result of her retirement in FY01, the annual benefit payable
to Mrs. Suggs was fixed at $24,700.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
The Compensation Committee consists of Arthur Breault, Jr. and Thomas
Murphy. No member of the Compensation Committee was ever an officer or employee
of PHI or any of its subsidiaries.
THE COMPENSATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION
GENERAL. The functions of the Compensation Committee are to determine
compensation and benefits of officers and key employees and to administer PHI's
incentive compensation plans. The Compensation Committee is composed entirely of
Board members who are not employees of PHI. The Compensation Committee has
retained an outside consultant from time to time to assist it in obtaining
relevant information on pay practices at comparable organizations and to assist
it in developing compensation programs that are consistent with the Committee's
compensation philosophy and objectives.
The Compensation Committee's overall policy regarding executive
compensation is to ensure PHI's compensation programs will provide competitive
salary levels and short-term and long-term incentives in order to attract and
retain individuals of high quality and ability, promote individual recognition
for favorable performance by PHI and support the short and long range business
objectives and strategies of PHI.
Under the Omnibus Budget Reconciliation Act ("OBRA"), publicly-held
companies may be prohibited from deducting as an expense for federal income tax
purposes total compensation in excess of $1 million paid to certain executive
officers in a single year. However, OBRA provides an exception for "performance
based" compensation, including stock options and restricted stock awards. The
Compensation Committee expects to keep "non-performance based" compensation
within the $1 million limit so that all executive compensation will be fully
deductible.
7
PHI's executive compensation consists of three principal components:
salary, annual incentive payments and stock options.
SALARY AND ANNUAL INCENTIVE PAYMENTS. In FY99, an outside consultant
was retained primarily to develop a range of salaries consistent with salaries
paid for similar positions at comparable publicly-held companies. For these
purposes, a sample of companies was selected from the oilfield services industry
based on total revenues and number of employees. Salaries paid by certain
companies that were included in the Oil and Gas Field Services Index formerly in
the graph set forth under the heading "Performance Graph" were among those
considered; such index is no longer published. Because certain of these
companies had either revenues or total employees substantially exceeding those
of PHI, salaries of PHI executives were set at the lower end of the ranges. The
results of this study were reported to the Compensation Committee, resulting in
a pay increase for several executive officers in FY99. No pay increases have
been awarded since.
In May, 1999, the Compensation Committee formulated a new annual
incentive program which is based on the achievement by PHI of specified
percentages of both earnings per share and earnings before incentive payments
("targets"). No annual incentive payments would be made unless PHI achieves at
least 90% of targets; if PHI achieves over 120% of targets, the Compensation
Committee has discretion to authorize annual payments in excess of those in the
annual incentive program. This plan was in abeyance in FY00 and FY01.
Achievement of the specified targets produces a maximum potential
annual incentive payment to executives expressed as a specified percentage of
salary. The actual payment is determined by the Committee in the case of Chief
Executive Officer and by the Chief Executive Officer in the case of other
executives based on performance criteria established by him and approved by the
Compensation Committee. If an executive is entitled to an incentive payment, it
will be made one-half in cash and one-half in restricted stock of PHI vesting
over a three-year period. No annual incentive payments were made to executives
for FY01.
In FY01 no stock options or other stock based awards were granted.
CHIEF EXECUTIVE OFFICER COMPENSATION. Mrs. Suggs' annual salary rate
remained constant in FY01. There was no bonus award in FY01. In September, 2000
Lance Bospflug was employed as President under an employment agreement described
elsewhere herein, and on August 17, 2001, he was named Chief Executive Officer
at no increase in compensation. The terms of his employment letter require an
annual performance and salary review, but no such review has yet been conducted.
The Compensation Committee believes that the compensation of the Chief
Executive Officer and other executive officers is competitive with or below the
comparable companies described above, but is consistent with the Compensation
Committee's policy of providing an appropriate balance between short and long
range individual and corporate performance.
8
By the Members of the Compensation Committee.
Arthur J. Breault, Jr.
Thomas H. Murphy
PERFORMANCE GRAPH
The following Performance Graph compares PHI's cumulative total
stockholder return on its Voting Stock for the last five years with the
cumulative total return on the Russell 2000 Index and the Howard, Weil/Bloomberg
Oilfield Services Index ("HWB Index"), assuming the investment of $100 on
January 1, 1997, at closing prices on December 31, 1996, and reinvestment of
dividends. The Russell 2000 Index consists of a broad range of publicly-traded
companies with smaller market capitalizations and is published daily in the Wall
Street Journal. The HWB Index consists of 34 publicly-held companies in the oil
field service industry and is published by Howard, Weil, Labousse, Friedrichs,
Inc.
[GRAPH]
CUMULATIVE TOTAL RETURNS AS OF DECEMBER 31.
<Table>
<Caption>
INDEX 1996 1997 1998 1999 2000 2001
- ----- -------- -------- -------- -------- -------- --------
PHI 100.0 149.23 116.80 63.97 81.91 128.93
Russell 2000 100.0 122.34 118.91 142.21 136.07 137.46
HWB Index 100.0 152.13 75.45 109.30 163.65 127.22
</Table>
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors of PHI is composed of
non-employee directors. The Board has made a determination that the members of
the Audit Committee satisfy the requirements of NASDAQ as to independence,
financial literacy and experience. The responsibilities of the Audit Committee
are set forth in the Charter of the Audit Committee. This is a report of the
Committee's activities relating to FY01.
The Audit Committee reviewed and discussed the audited financial
statements with management and discussed with the independent auditors the
matters required to be discussed by SAS 61 (Codification of statements on
Auditing Standards, AU Section 380). The Committee also received the written
disclosures and the letter from the independent auditors required by
Independence Standards Board Standard No. 1 (Independent Standards Board
Standard No. 1,
9
Independence Discussions with Audit Committees), and has discussed with the
independent auditors the independent auditor's independence.
Based on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the last
fiscal year for filing with the SEC.
In accordance with the rules of the SEC, the foregoing information is
not deemed to be "soliciting material," or to be "filed" with the SEC or subject
to its Regulation 14A, other than as provided in that Regulation, or to be
subject to the liabilities of section 18 of the Securities Exchange Act of 1934,
except to the extent that the Company specifically requests that the information
be treated as soliciting material or specifically incorporates it by reference
into a document filed under the Securities Act of 1933 or the Securities
Exchange Act of 1934.
Thomas H. Murphy, Chairman
Arthur J. Breault, Jr.
Al A. Gonsoulin
RELATIONSHIP WITH INDEPENDENT
PUBLIC ACCOUNTANTS
PHI's consolidated financial statements for FY01 were audited by the
firm of Deloitte & Touche LLP, which will remain as PHI's auditors until
replaced by the Board upon the recommendation of the Audit Committee.
Representatives of Deloitte & Touche LLP are not expected to be present at the
Meeting.
Deloitte & Touche performed both audit and non-audit services for PHI
during FY01. The fees for those services are as follows.
AUDIT FEES. The aggregate fees, including expense reimbursement, billed by
Deloitte & Touche LLP for professional services rendered for the audit of PHI's
consolidated financial statements for FY01 and the review of PHI's quarterly
financial statements during FY01, were $180,600.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. The aggregate
fees, including expense reimbursement, billed by Deloitte & Touche LLP for
services related to financial information systems design and implementation
during FY01, were $695,692.
ALL OTHER FEES. The aggregate fees, including expense reimbursement, billed by
Deloitte & Touche for services rendered to PHI, other than the services
described above, during FY01 were $167,605, consisting of tax consulting and tax
preparation ($84,150), consulting on inventory systems ($71,955) and audit
related fees ($11,500).
The Audit Committee has considered whether the provision of non-audit services
is compatible with maintaining the independence of Deloitte & Touche LLP.
10
OTHER MATTERS
QUORUM AND VOTING
The presence, in person or by proxy, of a majority of the outstanding
shares of Voting Stock is necessary to constitute a quorum. Stockholders voting,
or abstaining from voting, by proxy on any issue will be counted as present for
purposes of constituting a quorum. If a quorum is present, the election of
directors will be determined by plurality vote.
A broker or nominee holding shares registered in its name, or in the
name of its nominee, that are beneficially owned by another person and for which
it has not received instructions as to voting from the beneficial owner has the
discretion to vote the beneficial owner's shares with respect to the election of
directors. Shares as to which a broker or nominee does not vote on a matter are
referred to as broker non-votes on that matter. Broker non-votes will be counted
as not present at the Meeting except with respect to the convening of the
Meeting and the election of directors.
The Board does not know of any matters to be presented at the Meeting
other than those described herein.
STOCKHOLDER PROPOSALS
Eligible stockholders who desire to present a proposal qualified for
inclusion in the proxy or information materials relating to the 2003 annual
meeting of stockholders must forward such proposal to the Secretary of PHI at
the address set forth on the first page of this Information Statement in time to
arrive at PHI prior to December 15, 2002.
The Company's bylaws state that for any business to be properly brought
before the annual meeting, notice of the proposal must be received by the
Company no later than the close of business on the 60th day nor earlier than the
close of business on the 90th day before the first anniversary of the preceding
year's annual meeting; in case of the 2003 annual meeting, this provision will
require notice between January 31, 2003 and March 2, 2003. If, however, the date
of the annual meeting is more than 30 days before or more than 60 days after
such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the 90th day before such
annual meeting and not later than the close of business on the later of the 60th
day before such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the Company.
This notice must set forth (a) a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (b) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the proposal is made (i) the name and address of such
stockholder, as they
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appear on the Company's books, and of such beneficial owner and (ii) the class
and number of shares of the Company which are owned beneficially and of record
by such stockholder and such beneficial owner.
By Order of the Board of Directors
/s/ MICHAEL J. MCCANN
------------------------------------
Michael J. McCann
Secretary
Lafayette, Louisiana
April 15, 2002
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