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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
| Filed by the Registrant þ | |
| Filed by a Party other than the Registrant o | |
| Check the appropriate box: |
| o Preliminary Proxy Statement | |
| o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| o Definitive Proxy Statement | |
| þ Definitive Additional Materials | |
| o Soliciting Material Pursuant to §240.14a-12 |
Bristow Group 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):
| þ No fee required. | |
| o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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BRISTOW
GROUP INC.
2000 W. SAM HOUSTON PKWY. S., SUITE 1700
HOUSTON, TEXAS 77042
2000 W. SAM HOUSTON PKWY. S., SUITE 1700
HOUSTON, TEXAS 77042
Re. Amendment to Proxy Statement dated July 7, 2006
To Our Stockholders:
As you know, Bristow Group Inc. (the “Company”) plans
to hold its 2006 Annual Meeting of Stockholders (the
“Annual Meeting”) on August 3, 2006. Attached is
an amendment (“Amendment”) to the Proxy Statement of
the Company dated July 7, 2006 (the “Proxy
Statement”), which was previously mailed to stockholders of
the Company on or about July 7, 2006 in connection with the
Annual Meeting. The information contained in this Amendment
should be read in conjunction with the Proxy Statement. If you
would like another copy of the Proxy Statement, you may obtain
one free of charge by calling the Company at
(713) 267-7600.
You may vote or change your vote as described in the Proxy
Statement under the heading “General Information.” You
may obtain a new proxy card free of charge by contacting the
Company at the number above. If you intend to request and submit
a new proxy card, please do so as soon as possible to ensure
that your vote is received in time to be counted at the Annual
Meeting.
Sincerely,
BRISTOW GROUP INC.
Randall A. Stafford
Vice President and General Counsel,
Corporate Secretary
Houston, Texas
July 11, 2006
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| AMENDMENT TO PROXY STATEMENT DATED JULY 7, 2006 | ||||||||
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BRISTOW
GROUP INC.
This document amends, and should be read in conjunction with,
the proxy statement of Bristow Group Inc. (the
“Company”) dated July 7, 2006 (the “Proxy
Statement”). The purpose of this amendment is to provide
descriptions of certain employment agreements between the
Company and certain of its executive officers that were
inadvertently omitted from the Proxy Statement. The
“Executive Compensation — Employment,
Severance and
Change-of-Control
Arrangements” section of the Proxy Statement, as amended,
is set forth below.
Employment,
Severance and
Change-of-Control
Arrangements
We have entered into a change of control agreement (the
“Change of Control Agreement”) with
Mr. Donaldson. The Change of Control Agreement for Mr.
Donaldson provides for continued employment for a three-year
period following a Change of Control, as defined (the
“Employment Term”). Should his employment be
terminated during the Employment Term for any reason other than
death, disability or “Cause,” as defined, or should he
terminate his employment for “Good Reason,” as
defined, he will become entitled to certain benefits. The
benefits include a lump sum payment equal to three times the sum
of Mr. Donaldson’s “Annual Base Salary,” as
defined, and “Highest Annual Bonus,” as defined. Also,
he will be entitled to continued welfare benefits under various
Company plans and programs for a minimum of thirty-six months
following the “Date of Termination,” as defined, as
well as outplacement services and other benefits. In the event
that any payments by the Company to or for the benefit of
Mr. Donaldson (a “Payment”) would be subject to
the excise tax imposed by Section 4999 of the Internal
Revenue Code (“Excise Tax”), then he will be entitled
to an additional payment (“Gross-Up Payment”) in an
amount such that, after payment by him of all taxes imposed on
the Gross-Up Payment, he retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payments. The
Change of Control Agreement also provides that no award granted
under the 2004 Plan or pursuant to any other plan or
arrangements maintained by the Company will be reduced as a
result of being potentially non-deductible under
Section 280G of the Internal Revenue Code.
Under the terms of the 1994 Plan and the 2004 Plan, if a
“Change in Control” (as defined in each such Plan)
occurs, all outstanding options and SARs held by the employee
participant become immediately exercisable and any then
outstanding shares of Restricted Stock, Restricted Stock Units,
Deferred Stock or other stock based awards made pursuant to
either plan become free of all restrictions, if any, fully
vested and transferable to the full extent of the award. Also,
under the 1994 Plan, for a sixty-day period following a Change
in Control, unless the 1994 Plan Committee determines otherwise
at the time of the award, the participant has the right to elect
to surrender to the Company all or part of the stock options in
exchange for a cash payment equal to the spread between the
“Change in Control Price” (as defined in the 1994
Plan) and the option exercise price. Likewise, the 2004 Plan
Committee may in its discretion make certain equitable
adjustments following a change in control, including the
cancellation of stock options granted under the 2004 Plan in
exchange for a cash payment equal to the excess, if any, of the
consideration being paid for each underlying share of Common
Stock pursuant to the change in control transaction over the
exercise price of the option.
On June 6, 2006 the Company entered into an amended and
restated employment agreement with Mr. Chiles. As amended
and restated, Mr. Chiles’ employment agreement has a
term of three years beginning on June 21, 2004 (the date of
his original employment agreement), and, upon each anniversary,
this term will be automatically extended by successive one-year
periods unless either party thereto gives appropriate notice of
nonrenewal. Under the agreement, Mr. Chiles serves as
President and Chief Executive Officer of the Company and reports
to the Board of Directors. Effective April 1, 2006,
Mr. Chiles’ annual base salary is $486,200 and he will
be eligible for an annual cash bonus, if he and the Company meet
certain performance targets, of up to 150% of his base salary.
The Company will also credit an annual amount equal to 20% of
Mr. Chiles’ annual salary and bonus to Mr. Chiles
pursuant to the Deferred Compensation Plan. The Company will
provide Mr. Chiles a ten-year term life insurance policy in
the amount of $3 million payable to his designated
beneficiaries. In addition, Mr. Chiles receives a car allowance
of $1,500 per month. If Mr. Chiles’ employment is
terminated by the Company without Cause or by him for Good
Reason (as those terms are defined in Mr. Chiles’
employment agreement) or under certain other circumstances
specified in the agreement, he will be entitled to a lump sum
cash payment calculated pursuant to a formula set forth
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in the agreement, along with other benefits. The lump sum
payment is equal to (i) if the termination occurs within
two years of a Change of Control, as defined, three times the
sum of Mr. Chiles’ Annual Base Salary, as defined, and
Highest Annual Bonus, as defined and (ii) if the
termination occurs at any other time, two times the sum of
Mr. Chiles’ Annual Base Salary and Target Annual
Bonus, as defined. The agreement also contains confidentiality,
non-competition, non-employee solicitation,
change-of-control
and other provisions.
Mr. Elders and the Company entered into an Employment
Agreement, effective as of February 16, 2006. The agreement
has an initial term of two years, and, beginning on
February 16, 2008, this term will be automatically extended
by successive one-year periods unless either party gives
appropriate notice. Under the agreement, Mr. Elders serves
as Executive Vice President and Chief Financial Officer of the
Company and reports to the President and Chief Executive Officer
of the Company. Mr. Elders’ base salary is currently
set at $365,000 and he is eligible for a cash bonus, if he and
the Company meet certain performance targets, of up to 150% of
his base salary. The Company will also credit an annual amount
equal to 15% of Mr. Elders’ annual salary and bonus to
Mr. Elders pursuant to the Company’s Deferred
Compensation Plan. Upon signing the agreement, Mr. Elders
received options to purchase 10,000 shares of the
Company’s common stock and 10,000 Performance Accelerated
Restricted Stock Units. The Company will provide Mr. Elders
with a term life insurance policy in the amount of $500,000
payable to his designated beneficiaries. In addition,
Mr. Elders receives a car allowance of $1,500 per
month. If Mr. Elders’ employment is terminated by the
Company without Cause or by him for “Good Reason” (as
those terms are defined in Mr. Elders’ employment
agreement) or under certain other circumstances specified in
Mr. Elders’ employment agreement, he will be entitled
to a lump sum cash payment calculated pursuant to a formula set
forth therein, along with other benefits. The agreement also
contains change of control, confidentiality, non-competition,
employee non-solicitation and other provisions.
On June 6, 2006 the Company entered into an amended and
restated employment agreement with Mr. Duncan. As amended
and restated, Mr. Duncan’s employment agreement has an
initial term of two years beginning on January 24, 2005
(the date of his original employment agreement), and, beginning
on January 24, 2007, this term will be automatically
extended by successive one-year periods unless either party
gives appropriate notice of nonrenewal. Under the agreement, Mr.
Duncan serves as Senior Vice President, Global Business
Development of the Company and reports to the President and
Chief Executive Officer of the Company. Effective April 1,
2006, Mr. Duncan’s annual base salary is $260,000 and
he will be eligible for an annual cash bonus, if he and the
Company meet certain performance targets, of up to 100% of his
base salary. The Company will also credit an annual amount equal
to 15% of Mr. Duncan’s annual salary and bonus to
Mr. Duncan pursuant to the Company’s Deferred
Compensation Plan. The Company will provide Mr. Duncan with
a term life insurance policy in the amount of $500,000 payable
to his designated beneficiaries. In addition, Mr. Duncan
receives a car allowance of $1,500 per month. If
Mr. Duncan’s employment is terminated by the Company
without Cause or by him for Good Reason (as those terms are
defined in the agreement) or under certain other circumstances
specified in the agreement, he will be entitled to a lump sum
cash payment calculated pursuant to a formula set forth in the
agreement, along with other benefits. The lump sum payment is
equal to (i) if the termination occurs within two years of
a Change of Control, as defined, two and one half times the sum
of Mr. Duncan’s Annual Base Salary, as defined, and
Highest Annual Bonus, as defined and (ii) if the
termination occurs at any other time, one and one half times the
sum of Mr. Duncan’s Annual Base Salary and Target
Annual Bonus, as defined. The agreement also contains
confidentiality, non-competition, employee non-solicitation,
change-of-control
and other provisions.
Mr. Suldo and the Company entered into an Employment
Agreement, effective as of June 1, 2005. The agreement
initially has a term of two years, and, on May 31, 2007,
this term will be automatically extended by successive one-year
periods unless either party gives appropriate notice. Under the
agreement, Mr. Suldo serves as Senior Vice President of the
Company and reports to the President and Chief Executive Officer
of the Company. Mr. Suldo’s base salary is currently
set at $260,000 and he will be eligible for a cash bonus, if he
and the Company meet certain performance targets, of up to 100%
of his base salary. The Company will also credit an annual
amount equal to 15% of Mr. Suldo’s annual salary and bonus
to Mr. Suldo pursuant to the Deferred Compensation Plan.
Upon signing the agreement, Mr. Suldo received options to
purchase 3,700 shares of our Common Stock with an exercise
price equal to the Common Stock’s closing price on the date
of the grant. In addition, he received
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3,700 Performance Accelerated Restricted Stock Units, the
material terms of which are described in the form of Restricted
Stock Unit Award Agreement filed previously. The Company will
provide Mr. Suldo a term life insurance policy in the
amount of $500,000 payable to his designated beneficiaries. If
Mr. Suldo’s employment is terminated by the Company without
Cause or by him for Good Reason (as those terms are defined in
Mr. Suldo’s employment agreement) or under certain
other circumstances specified in the agreement, he will be
entitled to a lump sum cash payment calculated pursuant to a
formula set forth therein, along with other benefits.
Mr. Suldo’s Employment Agreement also contains change
of control, confidentiality, non-competition, employee
non-solicitation and other provisions. On March 8, 2006,
Mr. Suldo’s employment agreement was amended to revise
the definition of “Good Reason.”
Mr. Burman and Bristow Helicopters Group Limited
(“BHGL”), an affiliate of the Company, entered into an
Employment Agreement, effective as of October 15, 2004. The
agreement continues unless terminated by either party upon
twelve months notice. The agreement also terminates when
Mr. Burman attains age 60. Mr. Burman currently
serves as Senior Vice President of the Company and Managing
Director of BHGL. BHGL pays Mr. Burman a base salary of
£148,570 and he is eligible for a cash bonus, if he and the
Company meet certain performance targets, of up to 100% of his
base salary. BHGL will also credit an annual amount equal to
12.5% of Mr. Burman’s annual salary to
Mr. Burman’s retirement account pursuant to the BHGL
Defined Contribution Retirement Plan. Mr. Burman also
receives a car allowance of £908 per month and
reimbursement of expenses related to membership in a local golf
club.
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