<SUBMISSION>
<ACCESSION-NUMBER>0000950129-01-502840
<TYPE>DEF 14A
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20010927
<FILING-DATE>20010831
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>TEAM INC
<CIK>0000318833
<ASSIGNED-SIC>7600
<IRS-NUMBER>741765729
<STATE-OF-INCORPORATION>TX
<FISCAL-YEAR-END>0531
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>DEF 14A
<ACT>34
<FILE-NUMBER>001-08604
<FILM-NUMBER>1728835
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>200 HERMANN DRIVE
<CITY>ALVIN
<STATE>TX
<ZIP>77056
<PHONE>2813316154
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1019 SOUTH HOOD STREET
<CITY>ALVIN
<STATE>TX
<ZIP>77551
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>h90364def14a.txt
<DESCRIPTION>TEAM INC.
<TEXT>
<PAGE>   1

                            SCHEDULE 14A INFORMATION

          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a party other than the Registrant [ ]

Check the appropriate box:

<Table>
<S>                                            <C>
[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
</Table>

                                   TEAM 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:

          ----------------------------------------------------------------------
<PAGE>   2

                                   TEAM, INC.
                               200 HERMANN DRIVE
                               ALVIN, TEXAS 77511
                                 (281) 331-6154

                 NOTICE OF 2001 ANNUAL MEETING OF SHAREHOLDERS
                   TO BE HELD ON THURSDAY, SEPTEMBER 27, 2001

To the Shareholders of Team, Inc.:

     The 2001 Annual Meeting of Shareholders of Team, Inc. (the "Company") will
be held on Thursday, September 27, 2001 at 3:00 p.m. at the Company's offices,
200 Hermann Drive, Alvin, Texas 77511 for the following purposes:

          1. To elect three persons to serve as Class III Directors for a term
     of three years on the Company's Board of Directors consisting of three
     classes of directors with staggered terms.

          2. To consider and vote on a proposal to approve the appointment of
     Arthur Andersen LLP as the independent certified public accountants to
     audit the Company's accounts for the fiscal year ending May 31, 2002.

          3. To transact such other business as may properly come before the
     meeting and all adjournments thereof.

     The Board of Directors has fixed the close of business on August 17, 2001
as the record date for determination of shareholders who are entitled to notice
of and to vote either in person or by proxy at the 2001 Annual Meeting of
Shareholders and any adjournment thereof.

     All shareholders are cordially invited to attend the meeting in person.
Even if you plan to attend the meeting, YOU ARE REQUESTED TO SIGN, DATE AND
RETURN THE ACCOMPANYING PROXY AS SOON AS POSSIBLE.

                                            By Order of the Board of Directors

                                                     /s/ PHILIP J. HAWK

                                            Philip J. Hawk
                                            Chairman of the Board of Directors
                                            and Chief Executive Officer

August 31, 2001

                            YOUR VOTE IS IMPORTANT.
       PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD PROMPTLY.
<PAGE>   3

                                   TEAM, INC.
                               200 HERMANN DRIVE
                               ALVIN, TEXAS 77511
                                 (281) 331-6154

                                PROXY STATEMENT

                                    GENERAL

     This Proxy Statement and the accompanying proxy card are furnished in
connection with the solicitation of proxies by the Board of Directors of Team,
Inc., a Texas corporation (the "Company"), to vote the common stock of the
Company at the 2001 Annual Meeting of Shareholders (the "2001 Annual Meeting"),
and at any adjournment thereof, to be held at the time and place and for the
purposes set forth in the accompanying Notice. This Proxy Statement and enclosed
form of Proxy is being mailed to shareholders beginning on August 31, 2001.

     The Company will bear the costs of soliciting proxies in the accompanying
form. In addition to the solicitation made hereby, proxies may also be solicited
by telephone, telegram or personal interview by officers and employees of the
Company. The Company will reimburse brokers or other persons holding stock in
their names or in the names of their nominees for their reasonable expenses in
forwarding proxy material to beneficial owners of stock.

     All duly executed proxies received prior to the 2001 Annual Meeting will be
voted in accordance with the choices specified thereon, unless revoked as
described below. As to any matter for which no choice has been specified in a
proxy, the shares represented thereby will be voted by the persons named in the
proxy: (1) FOR the election of the two nominees listed herein as Class III
Directors for a term of three years; (2) FOR the proposal to approve the
appointment of Arthur Anderson LLP as independent certified public accountants
of the Company for the fiscal year ending May 31, 2002; and (3) in the
discretion of such person in connection with any other business that may
properly come before the meeting. Shareholders may revoke their proxy at any
time prior to the exercise thereof by written notice to Mr. Ted W. Owen of the
Company at the above address of the Company, by the execution and delivery of a
later dated proxy or by attendance at the meeting and voting their shares in
person. Proxy cards that are not signed or that are not returned are treated as
not voted for any purposes.

                               VOTING SECURITIES

     As of the close of business on August 17, 2001, the record date for
determining shareholders entitled to vote at the 2001 Annual Meeting, the
Company had 7,712,037 shares of common stock, $0.30 par value per share ("Common
Stock"), outstanding and entitled to vote. Each share of Common Stock is
entitled to one vote with respect to each matter to be acted upon at the
meeting. The holders of a majority of the total shares of Common Stock of the
Company issued and outstanding as of August 17, 2001, whether present in person
or represented by proxy, will constitute a quorum for the transaction of
business at the meeting. Abstentions, or with respect to the election of
directors, withholds, are counted for purposes of determining the presence or
absence of a quorum for the transaction of business while broker non-votes are
not so counted. Additionally, abstentions and/or withholds are counted as shares
at the meeting in tabulations of the votes cast on proposals presented to
shareholders, whereas broker non-votes are not counted as shares at the meeting
for purposes of determining whether a proposal has been approved.
<PAGE>   4

                     PROPOSAL ONE -- ELECTION OF DIRECTORS

GENERAL

     The Company's Restated Articles of Incorporation and Bylaws provide that
the Company's Board of Directors will consist of not less than six nor more than
nine persons, the exact number to be fixed from time-to-time by the Board of
Directors. The Board of Directors has fixed the number of directors to
constitute the Board of Directors at seven, divided into three classes with
staggered three-year terms.

     The Board of Directors has nominated three Class III Directors to be
elected to serve a three-year term expiring on the date of the Annual Meeting of
Shareholders of the Company to be held in 2004, and until their successors are
duly elected and qualified. Messrs. Sidney B. Williams, George W. Harrison and
E. Patrick Manuel have been nominated by the Board of Directors to stand for
election as Class III Directors for a three-year term.

     Directors are elected by a plurality of votes cast at the Annual Meeting.
Unless contrary instructions are set forth in the proxies, the persons with full
power of attorney to act as proxies at the 2001 Annual Meeting will vote all
shares represented by such proxies for the election of the nominees named
therein as directors. Should any of the nominees become unable or unwilling to
accept nomination or election, it is intended that the persons acting under the
proxy will vote for the election, in the nominee's stead, of such other persons
as the Board of Directors of the Company may recommend. The management has no
reason to believe that any of the nominees will be unable or unwilling to stand
for election or to serve if elected.

NOMINEES

     Set forth below is certain information as of August 17, 2001 concerning the
nominees for election at the 2001 Annual Meeting, including the business
experience of each for at least the past five years:

<Table>
<Caption>
                                                              PRESENT POSITION   DIRECTOR
NAME                                                    AGE   WITH THE COMPANY    SINCE
----                                                    ---   ----------------   --------
<S>                                                     <C>   <C>                <C>
Sidney B. Williams....................................  67        Director         1973
George W. Harrison....................................  73        Director         1995
E. Patrick Manuel.....................................  53      Consultant           --
</Table>

     Mr. Williams is the sole shareholder of a professional corporation which is
a partner in the law firm of Chamberlain, Hrdlicka, White, Williams & Martin in
Houston, Texas and has been a partner in that firm for more than the past five
years.

     Mr. Harrison is retired. Prior to his retirement in 1997, he served as
Senior Vice President of the Company for more than five years. During his tenure
with the Company, Mr. Harrison was involved in most aspects of the Company
including operations, engineering, manufacturing, marketing and research and
development.

     Mr. Manuel is presently an independent investor and a paid consultant to
the Company. These have been his principal occupations since April 1999. For
more than five years prior to that time, he was the principal shareholder and
president of X-Ray Inspection Co., which is now a wholly-owned subsidiary of the
Company that engages in the business of mechanical inspection services. X-Ray
Inspection Co. was purchased by the Company in April 1999.

                                        2
<PAGE>   5

DIRECTORS CONTINUING IN OFFICE

     Set forth below is certain information concerning the four directors
continuing in office until the expiration of their respective terms, including
the business experience of each for at least the past five years:

<Table>
<Caption>
                                            PRESENT POSITION        DIRECTOR   EXPIRATION OF
NAME                              AGE       WITH THE COMPANY         SINCE     PRESENT TERM
----                              ---       ----------------        --------   -------------
<S>                               <C>   <C>                         <C>        <C>
Philip J. Hawk..................  47    Chairman of the Board and     1998         2002
                                        Chief Executive Officer
E. Theodore Laborde.............  63    Director                      1991         2003
Jack M. Johnson, Jr. ...........  63    Director                      1992         2003
Louis A. Waters.................  63    Director                      1998         2002
</Table>

     Mr. Hawk was appointed Chairman of the Board and Chief Executive Officer of
the Company in November 1998. From 1993 to 1998, Mr. Hawk held the position of
President and Chief Executive Officer of EOTT Energy Partners, L.P., an energy
marketing and service company. Mr. Hawk is also a director of Highland Insurance
Group, Inc., a New York Stock Exchange listed company.

     Mr. Laborde served in various capacities with J&H Marsh & McLennan, Inc.,
an insurance brokerage firm, in New Orleans for 35 years until his retirement in
1997. From 1982 until his retirement, Mr. Laborde acted as Managing Director of
the New Orleans operation. J&H Marsh & McLennan, Inc. is a subsidiary of Marsh &
McLennan Companies. Mr. Laborde is a director of Gulf Coast Bank & Trust Co. in
New Orleans, Louisiana and is involved in various privately held family
businesses.

     Mr. Johnson has been Managing General Partner of Wintermann & Company, a
general partnership that owns approximately 25,000 acres of real estate in Texas
which is used in farming, ranching and oil and gas exploration activities, for
more than the past five years. Mr. Johnson is also President of Winco
Agriproducts, an agricultural products company that primarily processes rice for
seed and commercial sale. Mr. Johnson is also a director of Security State Bank
in Anahuac, Texas and a director of Allstar Systems in Houston, Texas.

     Mr. Waters is currently the Chairman of the Board of Tyler Technologies,
Inc. ("Tyler"), a New York Stock Exchange listed company. Tyler's principal
business is providing information management services to local governments. Mr.
Waters was elected to Tyler's Board of Directors in August 1997 and elected
Chairman of the Board in October 1997. In addition, Mr. Waters is one of the
founders and was the first Chairman of the Board of Browning-Ferris Industries,
Inc. ("BFI"). He served as Chairman and Chief Executive Officer from 1969
through 1980, Chairman of BFI's Executive Committee from 1980 through 1988, and
Chairman of the Finance Committee from 1988 to March 1997. Mr. Waters also
directed BFI's international activities, serving as Chairman and Chief Executive
Officer of BFI International, Inc. from 1991 to March 1997, when he retired from
full-time duty with BFI.

     Mr. Williams and Mr. Laborde are brothers-in-law.

MEETINGS AND COMMITTEES OF THE BOARD

     The Board of Directors held four regular meetings during the fiscal year
ended May 31, 2001. No director attended fewer than 75% of the meetings held
during the period for which he served as a member of the Board and the
Committees on which he served.

     The Board of Directors has an Executive Committee, an Audit Committee and a
Compensation Committee but does not have a Nominating Committee. The Executive
Committee is composed of Messrs. Hawk, Williams and Waters. The Executive
Committee is responsible for assisting with the general management of the
business and affairs of the Company as needed during intervals between meetings
of the Board of Directors. The Executive Committee met one time during fiscal
2001.

     The Audit Committee is composed of Messrs. Laborde, Harrison and Waters.
The Audit Committee is charged with the duties of recommending the appointment
of the independent certified public accountants; reviewing their fees; ensuring
that proper guidelines are established for the dissemination of financial

                                        3
<PAGE>   6

information to the Company's shareholders; meeting periodically with the
independent certified public accountants, the Board of Directors and certain
officers of the Company and its subsidiaries to ensure the adequacy of internal
controls and reporting; reviewing consolidated financial statements; and
performing any other duties or functions deemed appropriate by the Board. The
Audit Committee met two times during fiscal 2001.

     The Compensation Committee, composed of Messrs. Johnson and Williams,
reviews management performance and makes recommendations to the Board of
Directors concerning management compensation and other employment benefits. The
Compensation Committee met two times during fiscal 2001 regarding specific
employee matters.

AUDIT COMMITTEE REPORT

     The audit committee consists of the three members of the Company's Board of
Directors named below. Each committee member is independent, as that term is
defined in Section 121 of the American Stock Exchange's ("AMEX") listing
standards. In January 2000, the Board of Directors adopted a written charter for
the audit committee, which was included as Appendix A to the Proxy Statement of
the Company for its 2000 annual meeting.

     The audit committee has reviewed and discussed the audited financial
statements for the fiscal year ended May 31, 2001 with management and has
discussed with Deloitte & Touche, the independent auditors for the Company, the
matters required to be discussed by SAS 61 (Codification of Statements on
Auditing Standards).

     The audit committee has also received the written disclosures and the
letter from the independent accountants required by Independence Standards Board
Standard No. 1 (Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees), and has discussed the auditors' independence
with Deloitte & Touche.

     Based on the review 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 fiscal year ended
May 31, 2001.

        E. Theodore Laborde, Chairman
        Louis A. Waters
        George W. Harrison

COMPENSATION COMMITTEE REPORT

     Pursuant to rules adopted by the Securities and Exchange Commission, the
Compensation Committee of the Board of Directors (the "Committee"), which is
composed entirely of independent outside directors, has furnished the following
report on executive compensation:

     The Committee's major responsibilities include, but are not limited to, the
following:

          1. Reviewing the Company's major compensation and benefit practices,
     policies and programs with respect to executive officers;

          2. Reviewing executive officers' salaries and bonuses; and

          3. Administering the Company's stock option plans.

     Following review and approval by the Committee, all issues pertaining to
the compensation of, and the grant of options to, the executive officers are
submitted to the full Board of Directors for approval.

  Compensation Philosophy

     The Committee's compensation philosophy operates on several different
levels. First, the Committee must ensure that the compensation is competitive in
order to attract and retain highly qualified executives. In

                                        4
<PAGE>   7

order to facilitate the first objective, the Committee as a rule considers
various compensation surveys and information in proxy statements for companies
in the industry of comparable size and complexity to the Company. Second, in
order to motivate its executives, the Committee links executive pay levels to
the performance of the Company through the grant of options pursuant to the
Company's stock option programs. Third, the Committee endeavors to reward
outstanding individual contributions to the Company and to set compensation at
levels that reflect each executive officer's individual contribution towards the
Company's goals through its bonus and stock option programs. The Committee
endeavors to support the Company's commitment to providing superior shareholder
value. The compensation and related programs are designed to reward and motivate
executives for the accomplishment of the Company's commitment to its
shareholders.

  Compensation Program Components

     To achieve its compensation goals, the compensation program consists of
four components: base salary, bonuses, various employee benefits (including
medical and life insurance and 401(k) plan benefits generally available to the
employees of the Company) and the Company's stock option plans. The total
program is structured to deliver a significant percentage of pay through at-risk
pay programs which reward executives if the performance of the Company warrants.
Maximizing shareholder value is a basic principle underlying the Company's pay
programs.

     Annually, the Committee seeks to review the base salary of each executive
officer to determine its fairness. During its annual consideration of the base
salaries of the executive officers, the Committee considers the level of
responsibility, experience and performance of each executive officer. The
Committee also takes into account the competitive conditions of the marketplace,
the Company's profitability and the cost of living index. When reviewing
competitive conditions of the marketplace, the Committee considers the Company's
pay levels with those of companies of similar size and complexity. As the
Company believes there is no survey data relating to the Company's service
industries, the Company studies compensation surveys for companies of a similar
size and complexity and various other data and information brought to its
attention, including proxy statements of companies in the Company's service
industry. Based on such information, the Committee endeavors to ensure that the
pay levels fall in the median range of the amounts paid by the comparable
companies. In certain circumstances, bonuses may be awarded to those executive
officers who have made outstanding individual contributions during the current
fiscal year. Subsequent to the end of fiscal 2001, each officer of the Company
received an increase in base salary and a bonus commensurate with levels of
responsibility and individual performance.

     Additionally, all executive officers are eligible to receive stock options
and bonuses in the form of stock at the Committee's discretion. By increasing
senior management's equity position in the Company, the interests of the
shareholders and the executives will be more closely aligned.

  Performance Measures

     When evaluating annual executive compensation, the Committee considers the
Company's earnings, adjusted for certain unusual or nonrecurring items, return
on net investment and cash flows. These factors are compared to the Company's
prior year's performance, its annual business plan and the performance of other
companies which operate in the same industry segments as the Company. These
performance measures assist the Committee in ensuring that the interests of its
shareholders, as well as its executives, are represented in a fair and equitable
manner. No specific fixed weighting or formula is applied to such performance
measures. Rather, the Committee exercises its judgment in evaluating financial
and non-financial factors and in determining appropriate compensation.

  Other

     The Omnibus Budget Reconciliation Act of 1993 (the "Act") restricts the
ability of a publicly-held corporation to deduct compensation in excess of
$1,000,000 paid to its Chief Executive Officer and the four most highly
compensated officers. During fiscal 2001, the threshold was not met for any of
the executive

                                        5
<PAGE>   8

officers. However, the Committee continually reviews all aspects of the Act in
order to determine future compliance issues regarding same.

     This Compensation Committee Report was for the most part prepared by
management at the direction of the Committee, and approved by the Committee.

         Jack M. Johnson, Jr., Chairman
         Sidney B. Williams

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Director Sidney B. Williams is the sole shareholder of a professional
corporation which is a partner in the law firm of Chamberlain, Hrdlicka, White,
Williams and Martin of Houston, Texas, which rendered services to the Company
during fiscal 2001. Fees to the law firm did not exceed five percent (5%) of
that law firm's gross revenue for its last full fiscal year.

COMPENSATION OF DIRECTORS

     All non-employee directors currently receive an annual fee of $20,000 of
which one-half ($10,000) is paid in cash in four equal quarterly installments.
The remaining $10,000 is paid in the form of Common Stock. The stock payments
are made July 1 of each year with the number of shares calculated by dividing
$10,000 by the closing price per share on the preceding business day.

     In December 1991, the Company adopted the Non-Employee Directors Stock
Option Plan (the "Non-Employee Director Plan"). The Non-Employee Director Plan
authorizes options to purchase an aggregate of 310,000 shares of Common Stock
for directors of the Company who are not employees of the Company. The purpose
of the Non-Employee Director Plan is to attract and to retain the services of
experienced and knowledgeable independent individuals as directors, to extend to
them the opportunity to acquire a proprietary interest in the Company so that
they will apply their best efforts for the benefit of the Company, and to
provide such individuals with an additional incentive to continue in their
position.

     Pursuant to the Non-Employee Director Plan, each non-employee director
receives an automatic grant of options upon such director's appointment,
reappointment, election or reelection to the Board of Directors equal to the
product obtained by multiplying five thousand (5,000) by the number of years, or
any part of any year, that such director is appointed or elected to serve on the
Board of Directors. The exercise price of the options is equal to the fair
market value of the Company's Common Stock on the date of grant, and the options
expire ten years after the date of grant. Options to purchase 5,000 shares vest
on the date of grant and each anniversary thereafter until all of the options
granted are fully vested. During fiscal 2001, Messrs. Laborde and Johnson were
each granted options to purchase 15,000 shares with an exercise price of $2.438
per share, pursuant to their election to the Board of Directors at the 2000
Annual Meeting of Shareholders.

                                        6
<PAGE>   9

CURRENT DIRECTORS AND EXECUTIVE AND OTHER OFFICERS

     The following table sets forth information regarding the current directors
and executive and other officers of the Company:

<Table>
<Caption>
                                          DIRECTOR   OFFICER
NAME OF DIRECTOR OR OFFICER         AGE    SINCE      SINCE          POSITION WITH COMPANY
---------------------------         ---   --------   -------         ---------------------
<S>                                 <C>   <C>        <C>       <C>
Philip J. Hawk(1).................  47      1998      1998     Chairman of the Board of Directors
                                                                 and Chief Executive Officer
Kenneth M. Tholan.................  62      --        1996     President and Chief Operating
                                                               Officer
Ted W. Owen.......................  49      --        1998     Vice President, Chief Financial
                                                                 Officer, Secretary and Treasurer
John P. Kearns....................  45      --        1996     Senior Vice President
Clark A. Ingram...................  45      --        1996     Vice President
Sidney B. Williams(1)(3)..........  67      1973      --       Director
George W. Harrison(2).............  73      1995      --       Director
E. Theodore Laborde(2)............  63      1991      --       Director
Jack M. Johnson, Jr.(3)...........  63      1992      --       Director
Louis A. Waters(1)(2).............  63      1998      --       Director
</Table>

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

(1) Member of the Executive Committee.

(2) Member of the Audit Committee.

(3) Member of the Compensation Committee.

     Mr. Tholan joined the Company in June 1996 and shortly thereafter was
elected as Vice President. In 1997, he was named Executive Vice President and
Chief Operating Officer and in January 1998 was promoted to President of the
Company. From 1993 to 1996, Mr. Tholan held the position of Vice President and
General Manager for Furmanite America, Inc. (a wholly-owned subsidiary of Kaneb
Services, Inc.) with responsibility for the Southwest Division, as well as
engineering and manufacturing of onsite mechanical services for the refining,
chemical and other related industries.

     Mr. Owen joined the Company in February 1998 and was elected Vice
President, Chief Financial Officer, Secretary and Treasurer in April of 1998.
From 1994 to 1997, Mr. Owen held the position of Business Practices Officer for
Alyeska Pipeline Service Co in Anchorage, Alaska.

     Mr. Kearns joined the Company in 1980 as a design engineer and assumed the
position of Vice President of Engineering and Manufacturing in 1996. He was
promoted to Senior Vice President in 1998. Mr. Kearns has been involved with the
Company's sales and marketing, engineering, manufacturing and research and
development functions for more than the last five years.

     Mr. Ingram joined the Company in 1988 as Risk and Human Resource Manager
and assumed his present position as Vice President of Human Resources in 1996.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers, directors and persons who beneficially own more than ten
percent (10%) of a registered class of the Company's equity securities to file
reports of ownership and changes of ownership with the Securities and Exchange
Commission. Officers, directors and greater than 10% beneficial owners are
required to furnish the Company with copies of all Section 16(a) reports they
file.

     Based solely on its review of the forms received by the Company, or written
representations from certain reporting persons that no Section 16(a) reports
were required for those persons, the Company believes that during the year ended
May 31, 2001, all filing requirements applicable to the Company's officers,
directors and greater than 10% beneficial owners were satisfied.

                                        7
<PAGE>   10

EMPLOYMENT AGREEMENTS

     Mr. Hawk is a party to an employment agreement with the Company in which he
is to serve as the Company's Chief Executive Officer until the earlier of (i)
January 31, 2002, (ii) his voluntary resignation or (iii) his termination with
or without cause by the Company. Mr. Hawk has agreed not to compete with the
Company during the term of the agreement and for a period of two years following
termination of the agreement. Also, Mr. Hawk has agreed not to disclose any
confidential information regarding the Company without the prior written consent
of the Company.

EXECUTIVE COMPENSATION

     The following table sets forth compensation information for the fiscal
years ended May 31, 2001, 2000 and 1999 for the Chief Executive Officer and the
other executive officers of the Company earning in excess of $100,000 during the
Company's 2001 fiscal year (the "Named Executive Officers"):

                               COMPENSATION TABLE

<Table>
<Caption>
                                                                        LONG-TERM
                                                                   COMPENSATION AWARDS
                                                                 -----------------------
                                           ANNUAL COMPENSATION   RESTRICTED      # OF
                                   YEAR    -------------------     STOCK      SECURITIES    ALL OTHER
                                  ENDING    SALARY      BONUS      AWARDS     UNDERLYING   COMPENSATION
  NAME AND PRINCIPAL POSITION     MAY 31     ($)         ($)       ($)(1)      OPTIONS        ($)(2)
  ---------------------------     ------   --------    -------   ----------   ----------   ------------
<S>                               <C>      <C>         <C>       <C>          <C>          <C>
Philip J. Hawk..................   2001    240,130     25,000          --           --
  Chairman of the Board and        2000    233,169     15,000          --           --
  Chief Executive Officer          1999    121,154         --          --      350,000
Kenneth M. Tholan...............   2001    165,130     19,750          --       13,000
  President and Chief Operating    2000    158,169      8,975          --       60,000        20,625
  Officer                          1999    150,000     31,875      20,250           --
Ted W. Owen.....................   2001    140,823     13,300          --        8,000
  Vice President, Chief
     Financial                     2000    133,169      7,300          --       20,000
  Officer, Secretary and
     Treasurer                     1999    125,000      5,000      10,125           --
John P. Kearns..................   2001    102,785      9,600          --        8,000
  Senior Vice President            2000     99,111      4,550          --       25,000
                                   1999     91,954     13,685      10,125           --
Clark A. Ingram.................   2001     93,111      8,650          --        4,000
  Vice President                   2000     89,611      4,550          --        7,500
                                   1999     86,942     17,160      10,125           --
</Table>

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

(1) Represents the number of restricted shares awarded multiplied by the market
    price of Team Common Stock on the date of grant. The total number and value
    of restricted shares granted to Mr. Tholan is 6,000 shares ($20,250) and to
    each of Messrs. Owen, Kearns and Ingram is 3,000 shares ($10,125). The
    values given do not reflect the fact that the shares are restricted. The
    executives are entitled to the same cash dividends on the restricted shares
    as holders of regular Common Stock, but cannot sell the shares during the
    restricted period. The restricted shares vested in increments of one-third
    (1/3) each July 30 of the years 1999, 2000 and 2001.

(2) Represents the net realized value of options exercised in the years
    indicated. Mr. Tholan exercised options to acquire 15,000 shares in fiscal
    2000.

                                        8
<PAGE>   11

                          OPTION GRANTS IN FISCAL 2001

     The following table sets forth additional information with respect to stock
options granted in fiscal 2001 to the Named Executive Officers:

<Table>
<Caption>
                                                                                     POTENTIAL REALIZABLE
                                                                                       VALUE AT ASSUMED
                                            PERCENTAGE OF                            ANNUAL RATES OF STOCK
                               NUMBER OF    TOTAL OPTIONS                             PRICE APPRECIATION
                               SECURITIES     GRANTED TO                              FOR OPTION TERM(1)
                               UNDERLYING    EMPLOYEES IN    EXERCISE   EXPIRATION   ---------------------
NAME                            OPTIONS      FISCAL 2001      PRICE        DATE         5%          10%
----                           ----------   --------------   --------   ----------   --------     --------
<S>                            <C>          <C>              <C>        <C>          <C>          <C>
Philip J. Hawk...............        --            --            --           --          --           --
Kenneth M. Tholan............    13,000          11.6%        $1.94      6/29/10     $15,860      $40,170
Ted W. Owen..................     8,000           7.1%        $1.94      6/29/10     $ 9,760      $24,720
John P. Kearns...............     8,000           7.1%        $1.94      6/29/10     $ 9,760      $24,720
Clark A. Ingram..............     8,000           7.1%        $1.94      6/29/10     $ 9,760      $24,720
</Table>

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

(1) Potential realizable value is based on the assumption that the Common Stock
    price appreciates at the annual rate shown (compounded annually) from the
    date of grant until the end of the option term. The stock prices at the end
    of the option term for the options granted in fiscal year 2001 are $3.16 and
    $5.03, assuming 5% and 10% appreciation rates, respectively. The amounts of
    hypothetical appreciation reflect required calculations at rates set by the
    Securities and Exchange Commission and, therefore, are not intended to
    represent either historical appreciation or anticipated future appreciation
    in the price of Common Stock.

     The following stock options were granted in June 2001 under the 1998
Incentive Stock Option Plan to the Named Executive Officers: Mr. Tholan, 30,000
shares; Mr. Owen, 15,000 shares; and Mr. Kearns, 15,000 shares. All of the
foregoing options have an exercise price of $3.90 per share. Since the options
were granted subsequent to the end of fiscal 2001, they are not reflected in the
option grants table above.

     OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES

     The following table provides certain information with respect to options
exercised during fiscal 2001 by each of the Named Executive Officers:

<Table>
<Caption>
                                                              NUMBER OF               VALUE OF UNEXERCISED
                             NUMBER OF                 UNEXERCISED OPTIONS AT        IN-THE-MONEY OPTIONS AT
                              SHARES       VALUE         END OF FISCAL 2001           END OF FISCAL 2001(1)
                            ACQUIRED ON   REALIZED   ---------------------------   ---------------------------
NAME                         EXERCISE       ($)      EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
----                        -----------   --------   -----------   -------------   -----------   -------------
<S>                         <C>           <C>        <C>           <C>             <C>           <C>
Philip J. Hawk............       --           --       82,537         267,463            --             --
Kenneth M. Tholan.........       --           --       88,250          15,000         7,215          7,215
Ted W. Owen...............       --           --       32,000          11,000         4,440          4,440
John P. Kearns............       --           --       35,750          12,250         4,440          4,440
Clark A. Ingram...........       --           --       23,500           5,500         2,220          2,220
</Table>

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

(1) The value of unexercised in-the-money options is the difference between (i)
    the closing price of the Company's Common Stock on the last trading day of
    fiscal 2001 ($3.05) and (ii) the exercise price of the in-the-money options,
    multiplied by the number of underlying shares subject to the options.

                                        9
<PAGE>   12

                              CERTAIN TRANSACTIONS

     The Company and E. Patrick Manuel are parties to a Consulting Agreement
dated April 9, 1999 and effective until April 9, 2004, under which Mr. Manuel
provides certain assistance and advice concerning the Company's mechanical
inspection service business as requested by the Company in consideration for
consulting fees of $120,000 per year and a vehicle allowance of $5,400 per year.

     Also, the Company leases an office and shop building in Lafayette,
Louisiana from Mr. Manuel for rental of $52,800 per year, and a smaller office
and shop building in Sulphur, Louisiana for rental of $19,140 per year.

                                        10
<PAGE>   13

                    COMPARISON OF TOTAL SHAREHOLDER RETURN*

     The following graph compares the Company's cumulative total shareholder
return on its Common Stock based on its market price for a five-year period (May
31, 1996 to May 31, 2001), with the cumulative total return of the American
Stock Exchange Market Value Index ("ASEMVI"), and a peer group of companies
selected by the Company based on market prices. The "Peer Group" is described in
more detail below. The graph assumes that the value of the investment in the
Company's Common Stock and each index was $100 at May 31, 1996 and that all
dividends were reinvested.
[Performance Graph]

<Table>
<Caption>
                                                       TEAM, INC.             AMEX COMPOSITE INDEX             PEER GROUP
                                                       ----------             --------------------             ----------
<S>                                             <C>                         <C>                         <C>
1996                                                     100.00                      100.00                      100.00
1997                                                      75.00                       97.97                      116.18
1998                                                     197.50                      123.88                      148.97
1999                                                     135.00                      140.14                       94.54
2000                                                      90.00                      164.37                       72.04
2001                                                     118.00                      171.11                       94.75
</Table>

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

* Assumes Initial Investment of $100 and reinvestment of dividends

     The peer group is composed of five companies which provide industrial
and/or leak repair services. The returns of each company have been weighted
according to their respective market capitalization for purposes of arriving at
a peer group average. The members of the peer group are C.H. Heist Corp.,
Industrial Holdings, Inc., Kaneb Services, Inc., Matrix Service Company and
Versar, Inc.

     The foregoing graph is based on historical data and is not necessarily
indicative of future performance.

                                        11
<PAGE>   14

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock (the only class of voting securities of
the Company) as of August 17, 2001 of (a) each person known by the Company to be
the beneficial owner of more than 5% of the outstanding Common Stock, (b) each
director or nominee for director of the Company, (c) the Named Executive
Officers and (d) all executive and other officers and directors of the Company
as a group. The information shown assumes the exercise by each person (or all
directors and officers as a group) of the stock options owned by such person
that are currently exercisable or exercisable within 60 days of August 17, 2001.
Unless otherwise indicated, the address of each person named below is the
address of the Company at 200 Hermann Drive, Alvin, Texas 77511.

<Table>
<Caption>
                                                                                        PERCENTAGE OF
                                                                                         OUTSTANDING
                                                             NUMBER OF SHARES              COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER                       BENEFICIALLY OWNED(1)            STOCK
------------------------------------                       ---------------------        -------------
<S>                                                        <C>                          <C>
Philip J. Hawk...........................................          147,537(2)                1.8%
Kenneth M. Tholan........................................          120,000(3)                1.5%
Ted W. Owen..............................................           42,761(4)                  *
John P. Kearns...........................................           51,450(5)                  *
Clark A. Ingram..........................................           28,250(6)                  *
Sidney B. Williams.......................................          153,765(7)                1.9%
  1200 Smith Street, Suite 1400
  Houston, Texas 77002
E. Theodore Laborde......................................           73,745(8)                  *
  601 Poydras Street, Suite 1815
  New Orleans, Louisiana 70130
Jack M. Johnson, Jr. ....................................           71,859(9)                  *
  P.O. Box 337
  Eagle Lake, Texas 77434
George W. Harrison.......................................          204,922(10)               2.5%
  2119 Sieber Drive
  Houston, Texas 77017
Louis A. Waters..........................................        1,232,859(11)              14.9%
  520 Post Oak Blvd., Suite 850
  Houston, Texas 77027
E. Patrick Manuel........................................          535,500                   6.5%
  1206 Hwy 190 West
  Eunice, Louisiana 70535
All directors, director nominees and executive and other
  officers as a group (11 persons).......................        2,662,648(12)(13)          32.3%
Houston Post Oak Partners, Ltd. .........................        1,200,000                  14.5%
  520 Post Oak Blvd., Suite 850
  Houston, Texas 77027
Dimension Fund Advisors, Inc.............................          416,800(14)               5.1%
  1299 Ocean Avenue, 11th Floor
  Santa Monica, California 90401
</Table>

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

  *  Less than 1% of outstanding Common Stock.

                                        12
<PAGE>   15

 (1) The information as to beneficial ownership of Common Stock has been
     furnished, respectively, by the persons and entities listed, except as
     indicated below. Each individual or entity has sole power to vote and
     dispose of all shares listed opposite his or its name except as indicated
     below.

 (2) Includes 82,537 shares which may be acquired pursuant to the exercise of
     stock options currently exercisable or exercisable within 60 days of August
     17, 2001.

 (3) Includes 99,000 shares which may be acquired pursuant to the exercise of
     stock options currently exercisable or exercisable within 60 days of August
     17, 2001.

 (4) Includes 37,750 shares which may be acquired pursuant to the exercise of
     stock options currently exercisable or exercisable within 60 days of August
     17, 2001 and 2,011 shares held in an employee benefit plan.

 (5) Includes 41,500 shares which may be acquired pursuant to the exercise of
     stock options currently exercisable or exercisable within 60 days of August
     17, 2001 and 5,950 shares held in an employee benefit plan.

 (6) Includes 25,250 shares which may be acquired pursuant to the exercise of
     stock options currently extricable or exercisable within 60 days of August
     17, 2001.

 (7) Includes 2,685 shares owned by Nancy Williams, Mr. William's wife, and
     1,000 shares held as custodian under the Uniform Gift to Minors Act for Mr.
     William's nephews. Mr. Williams disclaims any economic interest in these
     shares. Also includes 95,000 shares which may be acquired pursuant to the
     exercise of stock options currently exercisable or exercisable within 60
     days of August 17, 2001.

 (8) Includes 1,886 shares owned by Mr. Laborde and his wife, Mary Laborde, as
     joint tenants. Also includes 55,000 shares which may be acquired pursuant
     to the exercise of stock options currently exercisable or exercisable
     within 60 days of August 17, 2001.

 (9) Includes 50,000 shares which may be acquired pursuant to the exercise of
     stock options currently exercisable or exercisable within 60 days of August
     17, 2001.

(10) Includes 30,000 shares which may be acquired pursuant to the exercise of
     stock options currently exercisable or exercisable within 60 days of August
     17, 2001.

(11) Includes 20,000 shares which may be acquired pursuant to the exercise of
     stock options currently exercisable or exercisable within 60 days of August
     17, 2001. Also includes 1,200,000 shares owned by Houston Post Oak
     Partners, Ltd., a Texas limited partnership of which Mr. Waters is the sole
     general partner.

(12) Includes 536,037 shares which may be acquired pursuant to the exercise of
     stock options currently exercisable or exercisable within 60 days of August
     17, 2001.

(13) Includes 7,961 shares held in an employee benefit plan.

(14) The Company has relied upon information contained in Schedule 13G filed
     with the SEC on December 31, 2000.

     The Company does not know of any arrangement that may at a subsequent date
result in a change of control of the Company.

         PROPOSAL TWO -- APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     The Company's Audit Committee has recommended, and the Board of Directors
has approved and now recommends, the appointment of Arthur Andersen LLP as
independent certified public accountants to audit the Company's accounts for the
fiscal year ending May 31, 2002. Approval of the appointment will require the
affirmative vote of a majority of the shares represented and voted at the
meeting. A representative of Arthur Andersen LLP will attend the 2001 Annual
Meeting with the opportunity to make a statement if such representative desires
to do so and to respond to appropriate questions presented at the meeting.

     Deloitte & Touche, LLP audited the Company's accounts for the fiscal year
ended May 31, 2001. A representative of Deloitte & Touche, LLP is not expected
to attend the meeting.

                                        13
<PAGE>   16

     Audit Fees.  The aggregate fees billed and paid for the audit of the
Company's fiscal 2001 annual financial statements, and for reviews of its
quarterly financial statements for the year, was $144,000.

     Financial Information System Fees.  No fees were accrued in this category
of work.

     All other Fees.  The aggregate fees billed by and paid to the Company's
principal accountant for fiscal 2001 for matters other than those covered by the
two preceding paragraphs was $13,550.

     The Audit Committee considered whether the provision of the services
covered by the preceding paragraph was compatible with maintaining the principal
accountant's independence.

     Effective August 31, 2001, the Company determined to change its independent
auditor. Deloitte & Touche, LLP audited the Company's financial statements for
the fiscal years 2001 and 2000 and expressed an unqualified opinion thereon. The
decision to change auditors has been approved by the Audit Committee of the
Board of Directors.

     There have been no disagreements with Deloitte & Touche, LLP on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure. Additionally, there have been no reportable events
concerning accounting matters under applicable SEC rules during the past two
years.

     The Company has requested a letter from the former accountant, addressed to
the Securities and Exchange Commission, expressing agreement with the above
statement, which will be timely filed as an exhibit to a Form 8-K Report to the
SEC.

     There has been no consultation during the past two years by the Company
with Arthur Andersen LLP regarding the application of accounting principles or
the type of audit opinion that might be rendered on the Company's financial
statements.

                                 OTHER BUSINESS

     Management does not intend to bring any business before the meeting other
than the matters referred to in the accompanying notice and at this date has not
been informed of any matters that may be presented at the meeting by others. If,
however, any other matters properly come before the meeting, it is intended that
the persons named in the accompanying proxy will vote, pursuant to the proxy, in
accordance with their best judgment on such matters.

                             SHAREHOLDER PROPOSALS

     Any proposal by a shareholder to be presented at the Company's Annual
Meeting of Shareholders in 2002 must be received by the Company no later than
May 3, 2002 in order to be eligible for inclusion in the Company's Proxy
Statement and form of proxy used in connection with such meeting.

                                            By Order of the Board of Directors

                                            /s/ Philip J. Hawk
                                            Philip J. Hawk
                                            Chairman of the Board of Directors
                                            and Chief Executive Officer

August 31, 2001

                                        14
<PAGE>   17

     THIS MAP IS PROVIDED FOR THE CONVENIENCE OF SHAREHOLDERS ATTENDING THE 2001
ANNUAL MEETING. COMPLIMENTARY PARKING WILL BE PROVIDED. IN CASE OF ANY
DIFFICULTY, PLEASE TELEPHONE THE COMPANY AT (281) 331-6154.

                                   TEAM, INC.
                                 ANNUAL MEETING
                              (200 HERMANN DRIVE)

                                     (MAP)
<PAGE>   18
                              [FRONT OF PROXY CARD]



PROXY                              TEAM, INC.                              PROXY

               Proxy Solicited on Behalf of the Board of Directors
          For the Annual Meeting of Shareholders -- September 27, 2001

The undersigned hereby appoints KENNETH M. THOLAN AND TED W. OWEN, and each of
them separately, as proxies, with full power of substitution and revocation, to
vote, as designated on the reverse side hereof, all of the shares of voting
stock of Team, Inc. held of record by the undersigned on August 17, 2001, at the
Team Inc. 2001 Annual Meeting of Shareholders to be held at the Company's
offices, 200 Hermann Drive, Alvin, Texas 77511, at 3:00 p.m. (local time) on
September 27, 2001, and any adjournment(s) thereof.

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

                  (Continued and to be signed on reverse side.)


<PAGE>   19
                              [BACK OF PROXY CARD]


                                   TEAM, INC.

      PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.

1. Election of Directors of the Company       For       Withheld      For All
   Nominees: Sidney B. Williams,              All         All         Except
   George W. Harrison and
   E. Patrick Manuel                           0           0            0

                                            Nominee exceptions written in below:

                                            ____________________________________

                                            ____________________________________


2. Ratification of the appointment of         For        Against      Abstain
   Arthur Andersen LLP as independent
   public accountants of the Company           0            0            0


   The undersigned acknowledges receipt
   of the Notice of Annual Meeting of
   Shareholders and the Proxy Statement.

   Dated: __________________________________

   Signature(s) ____________________________

   _________________________________________
   Please sign exactly as your name appears.

   Joint Owners should each sign personally.
   Where applicable, indicate your official
   position or Representation capacity.


</TEXT>
</DOCUMENT>
</SUBMISSION>
