Edgar Filing: PETROLEUM HELICOPTERS INC

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ........... TO ...........

COMMISSION FILE NO. 0-9827

PETROLEUM HELICOPTERS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

LOUISIANA 72-0395707
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION) IDENTIFICATION NO.)

2121 AIRLINE DRIVE, SUITE 400
P.O. BOX 578, METAIRIE, LOUISIANA 70001-5979
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (504) 828-3323

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
VOTING COMMON STOCK
NON-VOTING COMMON STOCK
(TITLE OF EACH CLASS)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting and non-voting common stock held
by non-affiliates of the registrant as of March 16, 2001 was $50,431,494 based
upon the last sales price of the Common Stock on March 16, 2001, as reported on
NASDAQ.

The number of shares outstanding of each of the registrant's classes of
common stock, as of February 28, 2001 was:

Voting Common Stock..................................2,793,386 shares.
Non-Voting Common Stock..............................2,404,715 shares.

DOCUMENTS INCORPORATED BY REFERENCE
NONE
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The undersigned registrant hereby amends Items 10 through 14 of its annual
report on Form 10-K for the fiscal year ended on December 31, 2000, as
follows:

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below is the name and certain information regarding each of PHI's
directors. Each of the directors will serve until the next annual meeting
and until their successors are duly elected and qualified.

CARROLL W. SUGGS, 62, has been Chairman of the Board of Directors since
1990. She also has been Chief Executive Officer since 1992 and held the
offices of President from 1994 until September 2000. Mrs. Suggs is
currently a member of the Board of Directors Whitney Holding Corporation
and Global Marine, Inc.

ARTHUR J. BREAULT, JR., 61, joined the Board of Directors of the Company in
1999. He is a tax lawyer and consultant. In 1995, Mr. Breault retired from
Deloitte & Touche, LLP where he was a partner for more than 16 years
concentrating in tax matters.

LEONARD M. HORNER, 74, joined the Board of Directors of the Company in
1992. Mr. Horner served in various capacities, including Chairman,
President, Executive Vice President, Senior Vice President Marketing and
Programs, and Vice President - Operations with helicopter manufacturer Bell
Helicopter Textron, Inc. from 1974 to 1991.

JAMES E. LIVINGSTON, 61, joined the Board of Directors of the Company in
July 2000. He is retired Major General of the United States Marine Corps.
Prior to his retirement in 1995, Major General Livingston's last assignment
was as Commander of the Marine Forces Reserve in New Orleans, Louisiana.
He has several decorations including the Congressional Medal of Honor.
Major General Livingston is a partner in Columbus General Properties,
L.L.C., Executive Vice President of Columbus Properties, L. P., and also
serves on several business and volunteer boards.

JAMES W. MCFARLAND, 55, joined the Board of Directors of the Company in
1996. He has been Dean of A. B. Freeman School of Business, Tulane
University since 1988. Dean McFarland is also a director of Sizeler
Property Investors, Inc. and Stewart Enterprises, Inc.

THOMAS H. MURPHY, 46, joined the Board of Directors of the Company in 1999.
He has been a member of the oil and gas production and investment company,
Murco Oil & Gas, LLC since 1998. 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.

BRUCE N. WHITMAN, 67, joined the Board of Directors of the Company in 1996.
He is Executive Vice President and Director, Flight Safety Boeing Training
International, LLP, an aviation and marine training company. Mr. Whitman is
also a director of Aviall, Inc., Flight Safety Boeing Training
International, LLC, and Megadata Corp.

Information concerning Executive Officers is included as Item 4. (a)
"Executive Officers of the Registrant."

ITEM 11. EXECUTIVE COMPENSATION

In 1999, PHI changed its fiscal year from one ending on April 30 to one
ending on December 31. The eight month transition period from May 1, 1999,
to December 31, 1999, is referred to herein as the "Transition Period" or
"TP."

Executive Officers

The following table summarizes, for the year ended December 31, 2000
("FY00"), the Transition Period, and the years ended April 30, 1999
("FY99") and 1998 ("FY98"), the compensation of PHI's Chief Executive
Officer and of certain other executive officers of PHI whose annual
compensation was in excess of $100,000, in all capacities in which they
served.

Annual Compensation Long Term Compensation
------------------------------------- -------------------------
Other Annual Restricted Securities All Other
Name and Principal Compen- Stock Underlying Compensation
Position Year Salary($) Bonus ($) sation ($)(1) Awards ($)(2) Options (#) ($)(3)
------------------------------- ----- --------- --------- ------------- ------------- ----------- ------------

Carroll W. Suggs .............. FY00 327,600 -- 17,249 -- -- 107,892
Chairman of the Board TP 214,000 -- 16,000 -- 30,000 153,547
and Chief Executive FY99 331,738 -- 20,000 -- 4,000 100,288
Officer FY98 321,738 9,271 16,000 -- -- 109,800

William P. Sorenson ........... FY00 150,000 -- -- -- -- 9,484
Director of International, TP 98,007 -- -- -- 10,000 4,963
Aeromedical, and FY99 126,807 -- -- -- -- 3,961
Technical Services FY98 93,586 2,714 -- 4,640 -- 2,757

Michael J. McCann (4) ......... FY00 175,000 -- -- -- -- 10,093
Chief Financial Officer TP 114,424 -- -- -- 10,000 5,270
and Treasurer FY99 84,138 -- -- -- 15,000 2,422
FY98 N/A N/A N/A N/A N/A N/A

Richard A. Rovinelli (5) ...... FY00 150,000 -- 900 -- -- 8,220
Chief Administrative TP 79,615 -- 7,200 -- 12,500 2,350
Officer and Director of FY99 27,692 -- 7,700 -- -- 93
Human Resources FY98 N/A N/A N/A N/A N/A N/A

Michael C. Hurst .............. FY00 120,000 100 -- -- -- 7,635
Chief Pilot TP 78,461 1,250 -- -- 5,000 2,670
FY99 114,956 2,608 -- 8,960 -- 3,179
FY98 86,183 5,100 -- -- -- 2,674

Ben Schrick (6) ............... FY00 217,516 -- -- -- -- 228,383
Chief Operating Officer TP 142,246 -- -- -- 10,000 5,321
FY99 219,138 -- -- -- -- 4,993
FY98 210,631 6,157 -- 31,560 -- 4,800

Kenneth A. Townsend ........... FY00 145,000 -- -- -- -- 9,610
General Manager, TP 94,808 -- -- -- 7,500 4,852
Domestic Oil & Gas FY99 133,867 -- -- -- -- 4,145
Aviation Services FY98 89,047 2,714 -- 15,780 -- 2,577

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(1) Amounts shown for all periods presented include the following: Mrs. Suggs -
includes directors fees of $16,620, $16,000, $20,000, and $16,000 for FY00,
TP, FY99, and FY98, respectively; Mr. Rovinelli - represents a housing
subsidy/relocation allowance for all years presented.

(2) Based on the closing price of the Company's Common Stock on the date of
grant. On December 31, 2000, the aggregate number of restricted non-voting
shares held by Messrs. Sorenson, Hurst, Schrick, and Townsend was 232, 448,
1,578, and 789, respectively, and the aggregate value of such shares and
held by each based upon the $12.4844 market value per share on December
31, 2000, was $2,896, $5,593, $19,700, and 9,850, respectively. The
Company does not currently pay dividends on Common Stock; however, it
would pay dividends on the restricted stock should its dividend policy
change.

(3) 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 FY00, matching
contributions and allocations to the Company's 401(k) plan were credited to
the accounts of: Mrs. Suggs - $10,590; Mr. Sorenson - $9,208; Mr. McCann -
$9,748; Mr. Rovinelli - $7,944; Mr. Hurst - $7,442; Mr. Schrick - $9,948;
and Mr. Townsend - $8,858. Also during FY00, the value of term life
insurance premiums paid or reimbursed by the Company was: Mrs. Suggs -
$97,302; Mr. Sorenson - $276; Mr. McCann - $345; Mr. Rovinelli - $276; Mr.
Hurst - $193; Mr. Schrick - $867; and Mr. Townsend - $752. For Mr. Schrick,
amount shown also includes $217,568 payable in 24 monthly installments
beginning May 1, 2001 pursuant to a separation agreement with him.

(4) Mr. McCann joined the Company in November 1998.

(5) Mr. Rovinelli joined the Company in February 1999.

(6) Mr. Schrick resigned his position of Chief Operating Officer in January
2001 and retired from the Company on March 31, 2001.

The table below sets forth the value of outstanding options at December 31,
2000, held by the Named Executives. No options were exercised by any of
them during the year ended December 31, 2000.

Number of
Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options at Options at
Period End (#) Period End ($)(*)
-------------- --------------------
Exercisable/ Exercisable/
Unexercisable Unexercisable
-------------- -------------------

Carroll W. Suggs............. 35,980/22,500 66,241/--
William P. Sorenson.......... 6,845/7,500 17,312/--
Michael J. McCann............ 8,500/16,500 --/--
Richard A. Rovinelli......... 3,125/9,375 --/--
Michael C. Hurst ............ 6,370/3,750 20,400/--
Ben Schrick ................. 20,150/-- 40,442/--
Kenneth A. Townsend ......... 6,928/5,625 20,133/--

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(*) Based on the difference between the closing sale price of the Common
Stock on December 31, 2000, and the exercise price

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 the PHI 401(k) Retirement Plan. The
SERP provides an annual benefit, generally equivalent to 33 1/2% 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.
During 2000, the Company's board of directors amended the plan to provide
for partial vesting. The estimated annual benefits payable upon retirement
at normal retirement age for Mrs. Suggs and Messrs. Sorenson, McCann,
Rovinelli, Hurst, and Townsend are $123,500, $30,400, $58,200, $40,000,
$21,100, and $41,300, respectively. Mrs. Suggs is 10% vested in her annual
benefit and Mr. Townsend is 20% vested in his annual benefit. In January
2001, the Company entered into an agreement with Mr. Schrick whereby he
will receive annual benefits of $35,300 beginning January 1, 2002.

Effective September 1, 2000, Mr. Lance F. Bospflug was employed as the
Company'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.

Directors

Each director receives an annual fee of $12,000 payable, in the case of
non-officer directors, in PHI Non-Voting Common Stock ("Non-Voting Stock")
and a fee of $1,000 for each Board or Committee meeting he or she attends.
The PHI Directors Stock Compensation Plan permits each non-officer Director
to elect annually to defer the receipt of all or a portion of the fees
otherwise payable to him. The amount of deferred fees, other than deferred
stock, bears interest at a rate equal to PHI's borrowing costs. The Plan
also provides that options are automatically granted on the annual
stockholders meeting date to each non-officer director to purchase up to
2,000 shares of

Non-Voting Stock at the fair market value on the date of grant. No option
will be exercisable more than ten years from the date of grant. A period of
two years continuous service on the Board is necessary before an option
will become exercisable.

Compensation Committee Interlocks and Insider Participation in Compensation
Decisions

The Compensation Committee is composed of Bruce N. Whitman, James W.
McFarland, Arthur J. Breault, Jr., and James E Livingston. No member of the
Compensation Committee has ever been an officer or employee of PHI or any
of its subsidiaries.

During 2000, PHI paid Aviall, Inc. approximately $400,000 for parts and
component repair services, not including amounts paid to Aviall as
distributor for Allison Rolls Royce manufactured engines and components;
and paid Flight Safety Boeing Training International, L.L.P.
("FlightSafety"), approximately $628,000 for pilot training services. Mr.
Bruce N. Whitman, a member of the Compensation Committee and a director of
PHI since 1996, is a director of Aviall and a director and an Executive
Vice President of Flight Safety.

During the year ended December 31, 2000, PHI paid approximately $39,500 for
consulting services to James McFarland, Chairman of the Compensation
Committee and a director since July 1996.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the
beneficial ownership of each class of outstanding PHI equity securities as
of April 1, 2001 by (a) each 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 Securities and Exchange
Commission (the "SEC"). Unless otherwise indicated, the securities shown
are held with sole voting and investment power.

SHARES OWNED BENEFICIALLY
CLASS OF PHI --------------------------------
COMMON NUMBER PERCENT
NAME STOCK (1)(3)(4) OF CLASS
---- ------------ ------------- --------

Carroll W. Suggs ............................... Voting 1,459,760 (2) 51.6
Non-Voting -- *
Arthur J. Breault, Jr. ......................... Voting -- *
Non-Voting 1,824 *
Leonard M. Horner............................... Voting 500 *
Non-Voting 3,924 *
James E. Livingston............................. Voting 1,000 *
Non-Voting 1,000 *
James W. McFarland ............................. Voting 105 *
Non-Voting 5,897 *
Thomas H. Murphy ............................... Voting 3,100 *
Non-Voting 1,924 *
Bruce N. Whitman................................ Voting 1,000 *
Non-Voting 3,824 *
William P. Sorenson ............................ Voting -- *
Non-Voting 7,726 *
Michael J. McCann............................... Voting -- *
Non-Voting 8,500 *
Richard A. Rovinelli ........................... Voting -- *
Non-Voting 3,125 *
Michael C. Hurst ............................... Voting -- *
Non-Voting 7,115 *
Ben Schrick .................................... Voting -- *
Non-Voting 15,124 *
Kenneth A. Townsend ............................ Voting -- *
Non-Voting 8,372 *
All directors and executive officers as a group
(18 persons) ................................ Voting 1,465,465 51.8
Non-Voting 110,529 4.5

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* Less than one percent.

(1) Includes shares issuable upon exercise of stock options exercisable within
60 days as follows: Mrs. Suggs - 35,980 voting shares; Mr. Horner - 2,000
non-voting shares; Dean McFarland - 2,000 non-voting shares; Mr. Whitman -
2,000 non-voting shares; Mr. Sorenson - 6,845 non-voting shares; Mr. McCann
- 8,500 non-voting shares; Mr. Rovinelli - 3,125 non-voting shares; Mr.
Hurst - 6,370 non-voting shares; Mr. Schrick - 12,650 non-voting shares;
Mr. Townsend - 6,928 non-voting shares; and all directors and executive
officers as a group - 35,980 voting shares and 69,761 non-voting shares.
Shares subject to options currently exercisable 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) Includes 1,423,780 shares held by the Suggs Family Partnership, LLC, of
which Mrs. Suggs is the sole manager.

(3) Includes the following non-voting shares allocated to director accounts
under the PHI Director Stock Compensation Plan: Arthur Breault, 1,824
shares; Dean McFarland, 1,824 shares; Mr. Murphy, 1,824 shares; and Mr.
Whitman, 1,824 shares. Deferred shares issued under the director plan 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.

(4) Includes the following restricted non-voting shares: Mr. Sorenson - 232
shares; Mr. Hurst - 448 shares; Mr. Schrick - 1,578 shares; Mr. Townsend -
789 shares; and all directors and executive officers as a group - 24,732
shares.

The following, to PHI's knowledge, are the only beneficial owners of more
than 5% of each of the outstanding Voting Stock and Non-Voting Stock,
determined in accordance with Rule 13d-3 of the SEC, other than Carroll W.
Suggs, 2121 Airline Highway, Suite 400, Metairie, Louisiana 70001, whose
beneficial ownership of the Voting Stock is shown under the heading "Stock
Ownership of

Directors and Executive Officers." Unless otherwise indicated, all shares
shown as beneficially owned are held with sole voting power, where
applicable, and investment power.

Common Number of Percent of
Beneficial Owner Stock Shares (1) Class
---------------- ------ ---------- ----------

Woodbourne Partners, L.P Voting 200,300(2) 7.2%
200 N. Broadway, Suite 825 Non-Voting 390,500(2) 16.2%
St. Louis MO 63102

Strong Capital Management, Inc. Non-Voting 195,800 8.1%
100 Heritage Reserve
Menomonee Falls WI 53051

FMR Corp. Voting 211,200(3) 7.6%
82 Devonshire Street
Boston MA 02109

First Union Corporation Voting 163,500 5.9%
One First Union Center
Charlotte NC 28288-0137

Westport Asset Management, Inc. Non-Voting 127,600(3) 5.3%
253 Riverside Avenue
Westport CT 06880

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(1) Based solely on information furnished in Schedule 13G filed with the SEC by
such persons.

(2) Voting power, where applicable, and investment power disclaimed. Sole
voting power, where applicable, and investment power held by Clayton
Management Company, general partner of Woodbourne.

(3) Shared voting and investment power.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the year ended December 31, 2000, PHI paid approximately $39,500 for
consulting services to James McFarland, a director since July 1996.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

10.22 Employment letter agreement between PHI and Lance F. Bospflug
dated August 24, 2000.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Petroleum Helicopters, Inc.

April 15, 2001 By: /s/ Michael J. McCann
Michael J. McCann
Chief Financial Officer and Treasurer

INDEX TO EXHIBITS

EXHIBIT
NO. DESCRIPTION
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10.22 Employment letter agreement between PHI and Lance F. Bospflug dated
August 24, 2000.