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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*
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.
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)
November 26, 1997
(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 the statement [ ]. (A fee
is not required only if the reporting 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 all 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
disclosures provided in a prior cover page.
The information required on 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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SCHEDULE 13D/A
CUSIP NO. 716604 10 3
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carroll W. Suggs Social Security Number: ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF
1,444,260 shares of Voting Common Stock
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,444,260 shares of Voting Common Stock
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,444,260 shares of Voting Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.2%
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14 TYPE OF REPORTING PERSON*
IN, OO (Managing Member of Limited Liability Company)
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D/A
ITEM 1. SECURITY AND ISSUER
Item 1(a) Title of Class of Securities:
Voting Common Stock, par value $.10 per share
("Voting Common Stock")
Item 1(b) Name and Address of Issuer's Principal Executive
Office:
2121 Airline Highway
Suite 400
Metairie, Louisiana 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, Louisiana 70001-5979
Item 2(c) Employment Information:
Ms. Suggs serves as the Chairman of the Board of
Directors, President, and Chief Executive Officer of
Petroleum Helicopters, Inc. whose business address is
2121 Airline Highway, Suite 400, Metairie, Louisiana
70001-5979.
Item 2(d) During the last five years, Ms. Suggs has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
Item 2(e) During the last five years, Ms. Suggs has not been a
party to any 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, federal or state securities laws or
finding any violation with respect to such laws.
Item 2(f) Citizenship:
Ms. Suggs is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
Not applicable.
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ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
Item 5(a) Amount of Shares Beneficially Owned:
Ms. Suggs is the beneficial owner of 1,444,260 shares
of Voting Common Stock, representing approximately
51.2% of the outstanding shares of the Voting Common
Stock of Petroleum Helicopters, Inc. Of those
1,444,260 shares, she has the right to acquire 20,480
shares pursuant to vested options which became
exercisable on July 31, 1996 and July 31, 1997.
Item 5(b) Number of Shares as to which the Reporting Person
has:
(i) sole power to vote or to direct the vote:
1,444,260 shares of Voting Common Stock
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of : 1,444,260 shares of Voting Common
Stock
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5(c) Transactions:
Pursuant to the Operating Agreement of the Suggs
Family Funds, L.L.C. (the "Operating Agreement")
dated as of November 26, 1997, Ms. Suggs and her
three children transferred a total of 1,423,780
shares of Voting Common Stock to the Suggs Family
Fund, L.L.C. (the "L.L.C.") in the stated capacities:
Ms. Suggs transferred an aggregate of 652,426 shares
individually, an aggregate of 447,673 shares as
trustee, income, and principal beneficiary of certain
testamentary trusts, and an aggregate of 273,096
shares as trustee and income beneficiary of certain
testamentary trusts for the benefit of her children.
Her children, Carroll Wilson Suggs, Robert Leslie
Suggs, Jr., and Frank Alfred Suggs, transferred
20,127 shares, 17,089 shares, and 13,369 shares,
respectively and individually. As sole Managing
Member of the L.L.C., Ms. Suggs has the sole power to
vote or to direct the vote and to dispose of or to
direct the disposition of any and all shares of
Petroleum Helicopters, Inc. transferred to the L.L.C.
by her and her children pursuant to the Operating
Agreement.
Item 5(d) Other party with right to receive or direct receipt
of dividends or proceeds:
No other person is known to have the right to receive
or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the 1,444,260
shares of Voting Common Stock.
Item 5(e) Date Reporting Person Ceases to beneficially own more
than 5% of shares:
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On May 31, 1995, Ms. Suggs and Petroleum Helicopters, Inc. entered
into a Non-Qualified Stock Option Agreement Under the Petroleum Helicopters,
Inc. 1995 Incentive Compensation Plan. The agreement grants Ms. Suggs the
options to acquire up to 23,200 shares of Voting Common
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Stock at an exercise price of $9.75 per share. On July 31, 1996, the
Compensation Committee of the Board of Directors of Petroleum Helicopters, Inc.
determined that the options would vest with respect to a total of 20,480 shares
of Voting Common Stock and that Ms. Suggs was entitled to exercise 50% of the
vested portion on July 31, 1996 and the remaining 50% on July 31, 1997. The
options expire on May 31, 2005. To date, Ms. Suggs has not exercised any of
these options.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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.
/s/ CARROLL W. SUGGS
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Carroll W. Suggs
Dated: December 8, 1997
