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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
Petroleum Helicopters, Inc.
(Name of Issuer)
Non-voting Common Stock, $.10 par value
(Title of Class of Securities)
716604 20 2
(CUSIP Number)
Carroll W. Suggs
Petroleum Helicopters, Inc.
2121 Airline Highway, Suite 400
Metairie, LA 70001-5979
(504) 828-3323
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 9, 1994
(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 X . (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).
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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 0
Shares Bene-
ficially
Owned by 8) Shared Voting Power 0
Each Reporting
Person
With 9) Sole Dispositive Power 0
10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by each
Reporting Person 95,000
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
13) Percent of Class Represented by Amount
in Row 11 4%
14) Type of Reporting Person (See Instructions)..IN
Item 1. Security and Issuer.
Item 1(a) Title of Class of Securities:
Non-voting Common Stock, par value $.10 per share
Item 1(b) Name and Address of Issuer's Principal Executive
Office:
Petroleum Helicopters, Inc.
2121 Airline Highway
Suite 400
Metairie, LA 70001-5979
Item 2. Identity and Background.
Item 2(a) Name of Reporting Person:
Carroll W. Suggs
Item 2(b) Address of Business:
Petroleum Helicopters, Inc.
2121 Airline Highway
Suite 400
Metairie, LA 70001-5979
Item 2(c) Employment Information:
Chairman of the Board, President and Chief
Executive Officer, Petroleum Helicopters, Inc.,
2121 Airline Highway, Suite 400, Metairie,
Louisiana 70001-5979
(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.
In recognition of her service as Chairman of the
Board, President, and Chief Executive Officer of
the Issuer, the Reporting Person was granted by
the Issuer on June 9, 1994, 170,000 exchange
rights, each of which entitles the Reporting
Person, upon exercise thereof, to acquire from the
Issuer one share of Non-voting Common Stock of the
Issuer upon the disposition to the Issuer by the
Reporting Person of one share of Voting Common
Stock of the Issuer (the "Exchange Rights").
Item 5. Interest in Securities of the Issuer.
Item 5(a) Amount of Shares Beneficially owned: 95,000 (4%)
Item 5(b) Number of Shares as to which Reporting Person has:
i) Sole power to vote or to direct the vote: 0
ii) Shared power to vote or to direct the vote: 0
iii) Sole power to dispose or to direct the disposition
of: 0
iv) Shared power to dispose or to direct the
disposition of: 0
The Reporting Person currently has the right to acquire
95,000 shares of Non-voting Common Stock upon the
exercise of the Exchange Rights.
Item 5(c) Transactions:
On December 29, 1995, the Reporting Person exercised
Exchange Rights with respect to 75,000 shares of Non-
voting Common Stock of the Issuer and pursuant thereto
obtained 75,000 shares of Non-voting Common Stock upon
the disposition to the Issuer of 75,000 shares of
Voting Common Stock held by the Reporting Person. On
December 29, 1995, the Reporting Person sold in the
open market such 75,000 shares of Non-voting Common
Stock at a sales price of $14.25 for each share.
Item 5(d) Other party with right to receive or direct
receipt of dividends or proceeds:
Not Applicable.
Item 5(e) Date Reporting Person ceased to beneficially own
more than 5% of shares:
December 29, 1995
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
NONE
Item 7. Material to be Filed as Exhibits.
NONE
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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:January 3, 1996
/s/ Carroll W. Suggs
---------------------
Carroll W. Suggs
