Edgar Filing: PETROLEUM HELICOPTERS INC

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

Petroleum Helicopters, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

-----------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

-----------------------------------------------------------------------

(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):

-----------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

-----------------------------------------------------------------------

(5) Total fee paid:

-----------------------------------------------------------------------

[ ] 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:

-----------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

-----------------------------------------------------------------------

(3) Filing Party:

-----------------------------------------------------------------------

(4) Date Filed:

-----------------------------------------------------------------------

PETROLEUM HELICOPTERS, INC.
2001 S. E. Evangeline Thruway
Lafayette, Louisiana 70508

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 19, 2001

To the Holders of Voting Stock of Petroleum Helicopters, Inc.:

The 2001 Annual Meeting of Stockholders of Petroleum Helicopters, Inc.
("PHI") will be held at 2001 S.E. Evangeline Thruway, Lafayette, Louisiana
70508, on Monday, November 19, 2001, at 9:30 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 October 25, 2001, are entitled to notice of and to vote at the Meeting.

PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE
ACCOMPANYING ENVELOPE AS PROMPTLY AS POSSIBLE. A PROXY MAY BE REVOKED AT ANY
TIME PRIOR TO THE VOTING THEREOF.

By Order of the Board of Directors

/s/ Robert D. Cummiskey, Jr.
Robert D. Cummiskey, Jr.
Secretary

Lafayette, Louisiana
October 29, 2001

PETROLEUM HELICOPTERS, INC.
2001 S. E. Evangeline Thruway
Lafayette, Louisiana 70508

PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
November 19, 2001

This Proxy Statement is furnished to holders of voting common stock
("Voting Stock") of Petroleum Helicopters, Inc. ("PHI" or "the Company") in
connection with the solicitation on behalf of its Board of Directors (the
"Board") of proxies for use at the Annual Meeting of Stockholders of PHI (the
"Meeting") to be held on November 19, 2001, 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
October 25, 2001, 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.

The enclosed proxy may be revoked by the stockholder at any time prior
to its exercise by filing with PHI's Secretary a written revocation or duly
executed proxy bearing a later date. A stockholder who votes in person at the
Meeting in a manner inconsistent with a proxy previously filed on the
stockholder's behalf will be deemed to have revoked such proxy as it relates to
the matter voted upon in person.

This Proxy Statement is first being mailed to stockholders on or about
October 29, 2001. The cost of preparing and mailing proxy materials as well as
soliciting proxies in the enclosed form will be borne by PHI. In addition to the
use of the mails, proxies may be solicited by personal interview, telephone,
fax, e-mail and telex. Banks, brokerage houses and other nominees or fiduciaries
will be requested to forward the soliciting material to their principals and to
obtain authorization for the execution of proxies, 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, and proxies cannot be voted for a greater number of persons.
Unless authority is withheld, the persons named in the enclosed proxy will vote
the shares represented by the proxies received by them 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, in which case proxies
will be voted in favor of such other nominees as may be designated by the Board.

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 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 October 1,
2001, 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.

Year First
Became a
Name and Age Principal Occupation Director
------------ -------------------- ----------

Al A. Gonsoulin, 59 Private Investments(1) 2001
Lance F. Bospflug, 46 President and Chief Executive Officer of PHI(2) 2001
Arthur J. Breault, Jr., 61 Tax lawyer and consultant(3) 1999
Thomas H. Murphy, 46 Member, Murco Oil & Gas, LLC 1999
(oil & gas production and investments)(4)

--------------------------

(1) Mr. Gonsoulin is Chairman of the Board of PHI. For more than the past five
years, Mr. Gonsoulin has been 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. Prior to 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, which ended December 31, 2000,
referred to herein as "FY00," the Board held six 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 members of which in FY00 were
Messrs. Leonard Horner, Arthur Breault, James Livingston and Thomas Murphy
(Chairman) and which currently are

-2-

Messrs. Al Gonsoulin, Arthur Breault and Thomas Murphy (Chairman). This
committee, which held six meetings during FY00, 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 members of which in FY00 were Messrs. James Livingston, Bruce
Whitman and James McFarland (Chairman) and which currently are Messrs. Arthur
Breault (Chairman) and Thomas Murphy. This committee, which held two meetings
during FY00, 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.

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.

CHANGE OF CONTROL OF PHI

On September 5, 2001, 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 represents 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
October 1, 2001 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.

-3-

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 5.9
Arthur J. Breault, Jr. Voting 0 *
Non-Voting 4,657
Thomas H. Murphy Voting 3,100 *
Non-Voting 4,657 *
NAMED EXECUTIVE OFFICERS

Ben Schrick Voting 0 *
Non-Voting 22,624 *
William P. Sorenson Voting 0 *
Non-Voting 15,226 *
Kenneth A. Townsend Voting 0 *
Non-Voting 13,997 *
Michael J. McCann Voting 0 *
Non-Voting 25,000 *
Richard A. Rovinelli Voting 0 *
Non-Voting 12,500 *
Michael C. Hurst Voting 0 *
Non-Voting 10,865 *
ALL DIRECTORS AND EXECUTIVE Voting 1,485,366 52.0
OFFICERS AS A GROUP (11 PERSONS) Non-Voting 289,691 10.9

---------------------
* Less than one percent.

(1) Includes shares of non-voting stock issuable upon exercise of stock options
exercisable within 60 days of October 1, 2001 as follows: Mr. Bospflug -
150,000 shares; Mr. Breault - 2,833 shares; Mr. Murphy - 2,833 shares;
Mr. Sorenson - 14,345 shares; Mr. McCann - 25,000 shares; Mr. Rovinelli -
12,500 shares; Mr. Hurst - 10,120 shares; Mr. Schrick - 20,150 shares;
Mr. Townsend - 12,553 shares; and all directors and executive officers as a
group approximately 259,624 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.

--------------------

-4-

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To PHI's knowledge, the only beneficial owners as of October 1, 2001,
of more than 5% of the outstanding Voting Stock, determined in accordance with
Rule 13d-3 of the SEC, were 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," and
Woodbourne Partners, L.P, 200 N. Broadway, Suite 825, St. Louis, Missouri 63102,
which, according to a Schedule 13G filed by such firm with the SEC, beneficially
owned 200,300 shares, or 7% of the outstanding shares of Voting Stock.

EXECUTIVE COMPENSATION AND CERTAIN TRANSACTIONS

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." The
fiscal year ended April 30, 1999, is referred to as "FY99," the fiscal year
ended April 30, 1998, is referred to as "FY98," and the fiscal year ended
December 31, 2000 is referred to as "FY00."

SUMMARY OF EXECUTIVE COMPENSATION

The following table summarizes, for FY00, the Transition Period, FY99
and 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 in FY00.

Annual Compensation Long-Term Compensation Awards
-------------------- -----------------------------
Securities
Name and Principal Restricted Underlying All Other
Position Year Salary Bonus Stock Awards(2) Options Compensation(3)(4)
------------------ ---- ------- ----- --------------- ---------- ------------------

$ $ # # $

Carroll W. Suggs(1) FY00 327,600 -- -- -- 125,141
Chairman and CEO TP 214,000 -- -- 30,000 169,547
FY99 331,738 -- -- 4,000 120,288
FY98 321,738 9,271 -- -- 125,800

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

William P. Sorenson FY00 150,000 -- -- -- 9,484
Director of Corporate TP 98,007 -- -- 10,000 4,963
Marketing/New Business FY99 126,807 -- -- -- 3,961
FY98 93,586 2,714 4,640 -- 2,757

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

-5-

$ $ # # $

Michael J. McCann(6) FY00 175,000 -- -- -- 10,093
Chief Financial Officer TP 114,424 -- -- 10,000 5,270
& Treasurer FY99 84,138 -- -- 15,000 2,422
FY98 N/A N/A N/A N/A N/A

Richard A. Rovinelli(7) FY00 150,000 -- -- -- 9,120
Chief Administrative TP 79,615 -- -- 12,500 9,550
Officer and Director of FY99 27,692 -- -- -- 7,793
Human Resources FY98 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

(1) Mrs. Suggs retired from the Company in September, 2001.

(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, but 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 Comp401(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 Mrs. Suggs, the
insurance reimbursement included a cash payment to her sufficient to pay
taxes on the insurance premium reimbursement. For Mr. Schrick, the amount
shown also includes $217,568 payable in 24 monthly installments beginning
May 1, 2001 pursuant to a separation agreement with him. For Mr. Rovinelli,
the amounts shown also include a housing subsidy/relocation allowance for
all years presented.

(4) Amounts shown for all periods presented include for Mrs. Suggs directors
fees of $16,620, $16,000, $20,000, and $16,000 for FY00, TP, FY99, and FY98,
respectively.

(5) Mr. Schrick resigned as Chief Operating Officer in January 2001 and retired
from the Company on March 31, 2001.

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

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

---------------------

-6-

OPTION HOLDINGS

The following table contains information with respect to the Named
Executive Officers concerning unexercised options held as of December 31, 2000.
No options were granted to or exercised by any of them in FY00.

Number of Securities Underlying Value of Unexercised In-the-Money
Unexercised Options Options(1)
--------------------------------- -------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------

Carroll W. Suggs 35,980 22,500 $66,241 0

Ben Schrick 20,150 0 $40,442 0

William P. Sorenson 6,845 7,500 $17,312 0

Kenneth A. Townsend 6,928 5,625 $20,133 0

Michael J. McCann 8,500 16,500 $ 0 0

Richard A. Rovinelli 3,125 9,375 $ 0 0

Michael C. Hurst 6,370 3,750 $20,400 0

(1) Reflects the difference between closing bid prices of the Common Stock on
December 31, 2000, 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
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. 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."

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 ?% 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. Sorenson, McCann,
Rovinelli, Hurst and Townsend are $30,400, $58,200, $40,000, $21,100, and
$41,300, respectively. In January 2001, the Company entered into an agreement
with Mr. Schrick whereby he will receive an annual SERP benefit of $35,300
beginning January 1, 2002. By virtue of her retirement in September 2001, the
annual benefit payable to Mrs. Suggs was fixed at $24,700.

-7-

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS

The Compensation Committee during FY00 was composed of James E.
Livingston, Bruce N. Whitman, and James W. McFarland and currently 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.

During FY00, PHI paid Aviall, Inc. ("Aviall") $293,540 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 director of PHI
from 1996 to October, 2001 and a member of the Compensation Committee during
FY00, is a director of Aviall and a director and an Executive Vice President of
Flight Safety.

During FY00, PHI paid approximately $39,500 for consulting services to
James W. McFarland, a director of PHI from 1996 to October, 2001 and Chairman of
the Compensation Committee during FY00.

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.

PHI's executive compensation consists of three principal components:
salary, annual incentive payments and stock options.

-8-

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 will 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.

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 FY00.

In FY00 no stock options or other stock based awards were granted.

CHIEF EXECUTIVE OFFICER COMPENSATION. Mrs. Suggs' FY00 salary remained
constant in FY00. There was no bonus award in FY00. 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 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.

By the Members of the Compensation Committee.

Arthur J. Breault, Jr.
Thomas H. Murphy

-9-

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/Manufacturing Index ("HWB Index"), assuming the investment of
$100 on January 1, 1996, at closing prices on December 31, 1995, 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 37 publicly-held
companies in the oil field service industry and is published by Howard, Weil,
Labousse, Friedrichs, Inc.

[PERFORMANCE GRAPH]

Index 1995 1996 1997 1998 1999 2000
----- ---- ---- ---- ---- ---- ----

PHI 100.00 124.42 159.87 117.08 67.81 95.19
Russell 2000 100.00 114.76 138.31 133.54 159.75 153.03
HW Blmbg Oilfield Svc/Mfg Index 100.00 161.73 246.04 122.03 176.77 264.67

CERTAIN TRANSACTIONS

During FY00, PHI paid Aviall, Inc. ("Aviall") $293,540 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 director of PHI
from 1996 to October 2001 and a member of the Compensation Committee during
FY00, is a director of Aviall and a director and an Executive Vice President of
Flight Safety.

During FY00, PHI paid approximately $39,500 for consulting services to
James W. McFarland, a director of PHI from 1996 to 2001 and Chairman of the
Compensation Committee during FY00.

-10-

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, a copy of which is attached
as Exhibit A. This is a report of the Committee's activities relating to FY00.

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, 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 FY00 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 LLP performed both audit and non-audit services for
PHI during FY00. The fees for those services are as follows.

-11-

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 FY00 and the review of PHI's quarterly
financial statements during FY00, were $218,490.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. Deloitte & Touche
LLP did not provide any services related to financial information systems design
and implementation during FY00.

ALL OTHER FEES. The aggregate fees, including expense reimbursement, billed by
Deloitte & Touche LLP for services rendered to PHI, other than the services
described above, during FY00 were $168,406.

The Audit Committee has considered whether the provision of non-audit
services is compatible with maintaining the independence of Deloitte & Touche
LLP.

OTHER MATTERS

QUORUM AND VOTING OF PROXIES

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 present at the Meeting.

All proxies received by PHI in the form enclosed will be voted as
specified and, in the absence of instructions to the contrary, will be voted for
the election of the nominees named herein. The Board does not know of any
matters to be presented at the Meeting other than those described herein.
However, if any other matters properly come before the Meeting, it is the
intention of the persons named in the enclosed proxy to vote the shares
represented by them in accordance with their best judgment.

STOCKHOLDER PROPOSALS

Eligible stockholders who desire to present a proposal qualified for
inclusion in the proxy materials relating to the 2002 annual meeting of
stockholders must forward such proposal to the Secretary of PHI at the address
set forth on the first page of this Proxy Statement in time to arrive at PHI
prior to June 30, 2002.

-12-

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; but if 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 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/ Robert D. Cummiskey, Jr.
Robert D. Cummiskey, Jr.
Secretary

Lafayette, Louisiana
October 29, 2001

-13-

Exhibit A

PETROLEUM HELICOPTERS, INC.

AUDIT COMMITTEE CHARTER

The Audit Committee of the Board of Directors (the "Board") of
Petroleum Helicopters, Inc. ("PHI") is appointed by the Board to assist it 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 requisite number of members of the Audit Committee shall meet the
independence and experience requirements of the NASDAQ Stock Market, Inc. The
members of the Audit Committee shall be appointed by the Board. The Board shall
appoint one member of the Audit Committee as chairperson. He or she shall be
responsible for leadership of the committee, including preparing the agenda,
presiding over the meetings, making committee assignments and reporting to the
Board. The chairperson will also maintain regular liaison with the CEO, CFO, the
lead independent audit partner and outside counsel.

The Audit Committee shall have the authority to retain special legal,
accounting or other consultants to advise the Committee. The Audit Committee may
request any officer or employee of PHI or its outside counsel or independent
auditor to attend a meeting of the Committee or to meet with any members of, or
consultants to, the Committee.

The Audit Committee shall make regular reports to the Board.

The Audit Committee shall:

1. Review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval.

2. Review the annual audited financial statements with management
and the independent auditor, including major issues regarding
accounting and auditing principles and practices as well as
the adequacy of internal controls that could significantly
affect the Company's financial statements. This review shall

-14-

include consideration of the quality of PHI's accounting
principles as applied in its financial reporting, including
review of estimates, reserves and accruals, judgmental areas,
audit adjustments whether or not recorded and such other
inquiries as may be appropriate.

3. Review an analysis prepared by management and the independent
auditor of significant financial reporting issues and
judgments made in connection with the preparation of PHI's
financial statements.

4. Review with management and the independent auditor PHI's
quarterly financial statements prior to the filing of its Form
10-Q and its annual financial statements prior to the filing
of its Form 10K.

5. Meet periodically with management to review PHI's major
financial risk exposures and the steps management has taken to
monitor and control such exposures.

6. Review major changes to PHI's auditing and accounting
principles and practices as suggested by the independent
auditor or management.

7. Recommend to the Board the appointment of the independent
auditor, which firm is ultimately accountable to the Audit
Committee and the Board.

8. Approve the fees to be paid to the independent auditor.

9. Receive periodic reports from the independent auditor
regarding the auditor's independence consistent with
Independence Standards Board Standard 1, discuss such reports
with the auditor, and if so determined by the Audit Committee,
take or recommend that the full Board take appropriate action
to oversee the independence of the auditor.

10. Evaluate together with the Board the performance of the
independent auditor and, if so determined by the Audit
Committee, recommend that the Board replace the independent
auditor.

-15-

11. Meet with the independent auditor prior to the audit to review
the planning and staffing of the audit.

12. Obtain from the independent auditor assurance that Section 10A
of the Securities Exchange Act of 1934 has not been
implicated.

13. Obtain reports from management and the independent auditor
that PHI's subsidiary/foreign affiliated entities are in
conformity with applicable legal requirements and PHI's
policies of business conduct.

14. Discuss with the independent auditor the matters required to
be discussed by Statement on Auditing Standards No. 61
relating to the conduct of the audit.

15. Review with the independent auditor any problems or
difficulties the auditor may have encountered and any
management letter provided by the auditor and management's
response to that letter. Such review should include:

(a) Any difficulties encountered in the course of the
audit work, including any restrictions on the scope of
activities or access to required information.

(b) Any changes required in the planned scope of the
audit.

16. Prepare the report required by the rules of the Securities and
Exchange Commission to be included in PHI's annual proxy
statement.

17. Advise the Board with respect to PHI's policies and procedures
regarding compliance with applicable laws and regulations and
with PHI's policies of business conduct.

18. Review with PHI's counsel for legal matters and PHI's tax
advisor for tax matters that may have a material impact on the
financial statements, PHI's compliance policies and any
material reports or inquiries received from regulators or
governmental agencies.

19. Meet at least annually with the chief financial officer and
the independent auditor in separate executive sessions.

-16-

While the Audit Committee has the responsibilities and powers set forth
in this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that PHI's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and PHI's policies of business conduct.

As Amended through August 17, 2001.

-17-

PETROLEUM HELICOPTERS, INC.

Proxy Solicited on Behalf of the Board of Directors
for the Annual Meeting of Stockholders on November 19, 2001

The undersigned hereby appoints Michael J. McCann and Daphne Babin, or
either of them, proxies for the undersigned, with full power of substitution, to
vote all shares of Voting Common Stock of Petroleum Helicopters, Inc., that the
undersigned is entitled to vote at the annual meeting of stockholders to be held
November 19, 2001, and any adjournments thereof.

Please specify your choices by marking the appropriate boxes. IF NO SPECIFIC
DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED HEREON.

--------------------------------------------------------------------------------
o FOLD AND DETACH HERE o

[X] Please mark your votes as in this example.

To withhold authority to vote for any individual nominee(s) mark the FOR box in
proposal 1 and write that nominee's name(s) on the space provided below the
boxes.

The Board of Directors recommends a vote for all nominees listed hereon.

1. Election of Directors

Nominees: Al A. Gonsoulin, Lance F. Bospflug, Arthur J. Breault, Jr. and
Thomas H. Murphy

[ ] FOR [ ] WITHHOLD

FOR, except vote WITHHELD from the following nominee(s):

-------------------------------------------------------------------

Check this box to note change of address [ ]

2. In their discretion, to transact such other business as may properly come
before the meeting and any adjournments thereof.

NOTE: Please sign exactly as name appears
hereon. When signing as attorney, executor,
administrator, trustee or guardian, please
give full title as such. If a corporation,
please sign in full corporate name by
president or other authorized officer. If a
partnership, please sign in partnership name
by authorized persons.

--------------------------------------------

--------------------------------------------
SIGNATURE(S) DATE

--------------------------------------------------------------------------------
o FOLD AND DETACH HERE o

PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY FORM PROMPTLY
USING THE ENCLOSED ENVELOPE.