UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Petroleum Helicopters, Inc.
______________________________________________________________________________
(Name of Issuer)
Voting Common Stock, $.10 par value
______________________________________________________________________________
(Title of Class of Securities)
716604 10 3
______________________________________________________________________________
(CUSIP Number)
Carroll W. Suggs
Petroleum Helicopters, Inc., 5728 Jefferson Highway, P.O. Box 23502,
Harahan, LA 70183
______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 27, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box *.
Check the following box if a fee is being paid with this
statement . (A fee is not required only if the filing
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six Copies of this statement, including exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
No Exhibit Index Included
<PAGE>
Page 2 of 5 Pages
CUSIP No. 676269-10-3
______________________________________________________________________________
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Carroll Wilson Suggs SS#
______________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ........................................ _____
(b) ........................................ _____
______________________________________________________________________________
3) SEC Use Only
______________________________________________________________________________
4) Source of Funds*
N/A
______________________________________________________________________________
5) Check Box if Disclosure of Legal Proceedings is
Required pursuant to Items 2(d) or 2(e)
______________________________________________________________________________
6) Citizenship or Place of Organization - United States
______________________________________________________________________________
Number of 7) Sole Voting Power ............ 1,448,195
Shares Bene- ________________________________________________
ficially
Owned by 8) Shared Voting Power .......... 28,385
Each Reporting ________________________________________________
Person
With 9) Sole Dispositive Power ....... 1,448,195
________________________________________________
10) Shared Dispositive Power .... 28,385
______________________________________________________________________________
11) Aggregate Amount Beneficially Owned by each
Reporting Person ........................... 1,476,580
______________________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) .
______________________________________________________________________________
13) Percent of Class Represented by Amount
in Row 11 .................................. 51.5%
______________________________________________________________________________
14) Type of Reporting Person (See Instructions)..IN, OO
(Executrix and Trustee)
<PAGE>
Page 3 of 5 Pages
Item 1. Security and Issuer.
______________________________________________________________________________
Item 1(a) Title of Class of Securities:
$.10 Voting Common Stock, par value per share
Item 1(b) Name and Address of Issuer's Principal Executive
Office:
Petroleum Helicopters, Inc.
5728 Jefferson Highway
P.O. Box 23502
Harahan, Louisiana 70183
Item 2. Identity and Background.
Item 2(a) Name of Reporting Person:
Carroll W. Suggs
Item 2(b) Address of Business:
Petroleum Helicopters, Inc.
5728 Jefferson Highway
P.O. Box 23502
Harahan, Louisiana 70183
Item 2(c) Employment Information:
Chairman of the Board, President and Chief
Executive Officer, Petroleum Helicopters, Inc.,
5728 Jefferson Highway, P.O. Box 23502, Harahan,
Louisiana 70183
(helicopter transportation)
Item 2(d) The Reporting Person has not been convicted in a
criminal proceeding (excluding traffic violations
or similar misdemeanors) during the past five
years.
Item 2(e) The Reporting Person has not been a party to a
civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment,
decree or final order enjoining future violations
of, or prohibiting or mandating activities subject
to, United States federal or state securities laws
or finding any violations with respect to such
laws during the past five years.
Item 2(f) Citizenship:
United States of America
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable.
Item 4. Purpose of Transaction.
Not Applicable.
<PAGE>
Page 4 of 5 Pages
Item 5. Interest in Securities of the Issuer.
Item 5(a) Amount of Shares Beneficially owned:1,476,580
(51.5%)
Item 5(b) Number of Shares as to which Reporting Person has:
i) Sole power to vote or to direct the vote:1,448,195
ii) Shares power to vote or to direct the vote: 28,385
iii) Sole power to dispose or to direct the disposition
of: 1,448,195
iv) Shares power to dispose or to direct the
disposition of: 28,385
The Reporting Person shares the power to vote or direct
the vote and dispose or direct the disposition of
12,727, 9,689 and 5,969 shares of Voting Common Stock
with respectively, Carroll Wilson Suggs, Robert L.
Suggs, Jr. and Frank A. Suggs, her three children. All
three children reside at 329 West Livingston Place,
Metairie, Louisiana 70003 and are full-time students.
None of the children has been a party to a criminal or
civil proceeding during the past five years. The
children are citizens of the United States of America.
Item 5(c) Transactions:
On February 27, 1995, ONI International, Inc. ("ONI"),
a corporation majority owned and controlled by the
Reporting Person, individually and as trustee for
certain trusts for her three children, sold 413,308
shares of Voting Common Stock of the Issuer for $10.50
per share to the Issuer in a privately negotiated sale.
Item 5(d) Other party with right to receive or direct
receipt of dividends or proceeds:
ONI has the power to direct the receipt of the proceeds
from the sale of the 413,308 shares of Voting Common
Stock.
Item 5(e) Date Reporting Person ceased to beneficially own
more than 5% of shares:
Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
NONE
Item 7. Material to be Filed as Exhibits.
NONE
<PAGE>
Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: March 8, 1995
/s/ Carroll W. Suggs
____________________________________________
Carroll W. Suggs, Individually, as Executrix
and as Trustee, by
Carroll Wilson Suggs, Attorney-in-Fact
<PAGE>
GENERAL POWER OF ATTORNEY
STATE OF LOUISIANA
PARISH OF JEFFERSON
BE IT KNOWN AND REMEMBERED that before the undersigned
Notary Public personally came and appeared Carroll W. Suggs
("Grantor"), who acknowledged before me on this day and who
further declared and said that she does hereby appear for the
purpose of making, naming, ordaining, constituting and appointing
Carroll Wilson Suggs ("Attorney"), as her true and lawful agent
and attorney-in-fact, general and special, hereby giving and
granting unto Attorney full power and authority for Grantor and
in her name, place and stead, in any and all capacities to do and
perform the following things and acts or any of them from the
date hereof until March 15, 1995:
1. To conduct, manage and transact all and singular the
affairs, business and concerns of whatever nature or kind,
without exception or reservation whatsoever;
2. To execute and deliver such contracts, agreements,
documents, certificates, stock powers, instructions or other
instruments, for and on behalf of Grantor, whether in Grantor's
individual capacity or in Grantor's capacity as trustee of each
of (a) the trust created under the will of Robert Leslie Suggs
for the benefit of Carroll W. Suggs, income beneficiary, and
Carroll Wilson Suggs, principal beneficiary, (b) the trust
created under the will of Robert Leslie Suggs for the benefit of
Carroll W. Suggs, income beneficiary, and Robert Leslie Suggs,
Jr., principal beneficiary, and (c) the trust created under the
will of Robert Leslie Suggs for the benefit of Carroll W. Suggs,
income beneficiary, and Frank Alfred Suggs, principal
beneficiary;
3. To open all letters of correspondence addressed to
Grantor and to answer the same;
4. To make and endorse promissory notes in the name of
Grantor and draw, endorse and accept bills of exchange;
5. To make checks and draw money out of any bank or banks
where the same may have been deposited in the name, or for the
account of Grantor;
6. To deposit drafts, bills of exchange, acceptances and
promissory notes or other obligations, for collection in any bank
or banks, or corporations or other juridical entities owned by
Grantor or in which Grantor has or may have an interest, and
receive and receipt for dividends and distributions due or to
become due thereon;
7. To pledge any and all shares of the capital stock of
any bank or banks, or corporations or other entities, owned by
Grantor or in which Grantor has an interest;
8. To make and give any promissory note or notes, which
may be necessary from time to time for the renewal of same;
9. To attend any and all meetings of creditors wherein the
Grantor may be concerned or may be interested, and vote in
Grantor's name on all questions and cases that may be submitted
to such meeting;
10. To attend any and all meetings of the shareholders of
any bank or banks or corporations or other entities, wherein the
Grantor may be interested, and vote in her name on all questions
and cases that shall or may be submitted at such meetings;
11. To borrow money from any bank or banks, or other
financial institutions on the promissory notes or obligations of
Grantor drawn by her or Attorney or those of others that shall or
may come into the hands of Attorney for the use of the Grantor
and make other promissory notes or obligations, from time to
time, for the renewal of all such or any part thereof;
12. To sell, transfer and convey or to mortgage and
encumber any and all parts of the immovable, movable or mixed
property of Grantor, and to receive the price thereof, also to
purchase immovable, movable, or mixed property in the name of
Grantor on such terms and conditions as Attorney shall think fit,
and to lease, let or hire any and all parts of the immovable
property belonging to Grantor, and receive and receipt for the
rent thereof as the same shall become due and for the full
execution of the purposes aforesaid, to make, sign and execute in
the name of the Grantor all juridical acts whether of sale,
mortgage lease, release, contract, compromise, covenant, deed,
agreement or whatever, that shall or may be requisite or
necessary, and bind the Grantor thereby as firmly as if the same
were or had been Grantor's own proper acts and deeds;
13. To receive and attend to all shipments or consignments
of produce, goods, wares or merchandise, that shall or may be
made to Grantor either for Grantor's own account and risk, or
that of others, and to pursue the instructions of the owners,
shippers, or others interested therein, relative thereto;
14. To receive and acknowledge notices of protest of all or
any bills, drafts, promissory notes, to which Grantor may be a
party, and to act for the Grantor and be her substitute in all
cases wherein Grantor may be appointed the agent or attorney-in-
fact of others;
15. To ask, demand, have, take, and by all lawful ways and
means to recover and receive of and from all and every person and
persons, whomsoever, or any juridical entity or entities, all and
every such sum or sums of money, goods, debts, property and
effects whatsoever, as now is, or are or may hereafter be in his,
her, their or its custody or possession, due, owning, coming or
belonging to the Grantor, whether by bond, bill, note, book-debt,
account, consignment, bequest, inheritance, or for and by what
other reason or means whatsoever and, to that end, with whom it
may concern, to adjust and settle all accounts, and upon recovery
and receipt in the premises to make and give good and sufficient
discharge and acquittance; and
16. To appear before all courts of law, there to do, sue,
prosecute and defend, as occasion may dictate or require, or to
settle, release, compromise, compound and agree in the premises,
by suit, arbitration, mediation or otherwise, as Attorney in her
sole discretion may see fit, and to apply for and obtain any and
all attachments, sequestrations, executions of judgment,
injunctions, appeals and all necessary writs in the premises,
give the required security and bond, and sign any and all
necessary papers and documents in connection therewith.
Grantor further authorizes and empowers Attorney to do and
perform any and every act, matter, and thing whatsoever, as shall
or may be requisite and necessary in order to effectuate the
purposes for which this General Power of Attorney is granted, as
fully and with like effect as if Grantor had been present and had
done any such thing, performed any such act, or signed any such
document, Grantor hereby ratifying and confirming any and all
such things done by Attorney prior to the date hereof and
adopting them as its own act and deed.
Grantor further expressly stipulates that any ambiguities
that may arise in the interpretation hereof shall be liberally
construed so as to effectuate the purposes hereof and to validate
all things done by Attorney in furtherance hereof.
IN WITNESS WHEREOF, the undersigned has executed this
General Power of Attorney on this 24th day of February, 1995.
/s/ Carroll W. Suggs
Carroll W. Suggs
Sworn to and subscribed before me
this 24th day of February, 1995.
NOTARY PUBLIC
