<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
PETROLEUM HELICOPTERS INCORPORATED
- --------------------------------------------------------------------------------
(Name of Issuer)
NON-VOTING COMMON STOCK, $0.10 PAR VALUE PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
716604 10 3
- --------------------------------------------------------------------------------
(CUSIP Number)
APRIL 8, 1998
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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).
<PAGE> 2
CUSIP No. 716604 10 3 13G Page 2 of 8 Pages
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons (entities only)
WOODBOURNE PARTNERS, L.P.
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
MISSOURI
Number of 5 Sole Voting Power
Shares -0-
Beneficially 6 Shared Voting Power
165,200
Owned by
7 Sole Dispositive Power
Each
-0-
Reporting
8 Shared Dispositive Power
Person With
165,200
9 Aggregate Amount Beneficially Owned by Each Reporting Person
165,200
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11 Percent of Class Represented by Amount in Row (9)
7.1%
12 Type of Reporting Person (See Instructions)
PN
<PAGE> 3
CUSIP No. 716604 10 3 13G Page 3 of 8 Pages
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons (entities only)
CLAYTON MANAGEMENT COMPANY
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
MISSOURI
Number of 5 Sole Voting Power
Shares -0-
Beneficially 6 Shared Voting Power
165,200
Owned by
7 Sole Dispositive Power
Each
-0-
Reporting
8 Shared Dispositive Power
Person With
165,200
9 Aggregate Amount Beneficially Owned by Each Reporting Person
165,200
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11 Percent of Class Represented by Amount in Row (9)
7.1%
12 Type of Reporting Person (See Instructions)
CO
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CUSIP No. 716604 10 3 13G Page 4 of 8 Pages
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons (entities only)
JOHN D. WEIL
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
MISSOURI
Number of 5 Sole Voting Power
Shares -0-
Beneficially 6 Shared Voting Power
165,200
Owned by
7 Sole Dispositive Power
Each
-0-
Reporting
8 Shared Dispositive Power
Person With
165,200
9 Aggregate Amount Beneficially Owned by Each Reporting Person
165,200
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11 Percent of Class Represented by Amount in Row (9)
7.1%
12 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 716604 10 3 13G Page 5 of 8 Pages
ITEM 1(A) Name of Issuer:
PETROLEUM HELICOPTERS INCORPORATED
ITEM 1(B) Address of Issuer's Principal Executive Offices:
113 BORMAN DRIVE
P.O. BOX 23502
LAFAYETTE, LA 70508
ITEM 2(A) Name of Person Filing:
(a) WOODBOURNE PARTNERS, L.P. ("WOODBOURNE")
(b) CLAYTON MANAGEMENT COMPANY ("CLAYTON")
(c) JOHN D. WEIL ("WEIL")
ITEM 2(B) Address of Principal Business Office:
(a) 200 N. BROADWAY, SUITE 825
ST. LOUIS, MISSOURI 63102
(b) 200 N. BROADWAY, SUITE 825
ST. LOUIS, MISSOURI 63102
(b) 200 N. BROADWAY, SUITE 825
ST. LOUIS, MISSOURI 63102
ITEM 2(C) Place of Organization; Citizenship:
(a) WOODBOURNE IS A LIMITED PARTNERSHIP ORGANIZED UNDER
MISSOURI LAW.
(b) CLAYTON, THE GENERAL PARTNER OF WOODBOURNE, IS A
CORPORATION ORGANIZED UNDER MISSOURI LAW.
(c) WEIL, THE SOLE DIRECTOR AND SOLE SHAREHOLDER OF
CLAYTON, IS AN INDIVIDUAL RESIDING IN MISSOURI.
ITEM 2(D) Title of Class of Securities:
NON-VOTING COMMON STOCK, PAR VALUE $0.10 PER SHARE
ITEM 2(E) CUSIP Number:
716604 10 3
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CUSIP No. 716604 10 3 13G Page 6 of 8 Pages
ITEM 3 If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b) or (c), check whether the
person is filing is a:
(a). [ ] Broker or Dealer registered under Section 15 of the
Act;
(b). [ ] Bank as defined in Section 3(a)(6) of the Act;
(c). [ ] Insurance company as defined in Section 3(a)(19) of
the Act;
(d). [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940;
(e). [ ] An investment advisor in accordance with Rule
13d-1(b)(1)(ii)(E);
(f). [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g). [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h). [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i). [ ] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act of 1940;
(j). [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box [ X ].
ITEM 4. Ownership.
<TABLE>
<CAPTION>
WOODBOURNE CLAYTON WEIL
(general partner of (sole director and
Woodbourne) shareholder of Clayton)
<S> <C> <C> <C>
(a) Amount beneficially owned: 165,200 165,200 165,200
(b) Percent of Class: 7.1% 7.1% 7.1%
(c) Number of Shares as to which the person
has:
(i) Sole power to vote or direct the
vote: -0- -0- -0-
(ii) Shared power to vote or direct the
vote: 165,200 165,200 165,200
(iii) Sole power to dispose or to direct
the disposition of: -0- -0- -0-
(iv) Shared power to dispose or to
direct the disposition of: 165,200 165,200 165,200
</TABLE>
ITEM 5. Ownership of Five Percent or Less of a Class.
NOT APPLICABLE.
ITEM 6. Ownership of More than Five Percent on Behalf of
Another Person.
NOT APPLICABLE.
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CUSIP No. 716604 10 3 13G Page 7 of 8 Pages
ITEM 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
NOT APPLICABLE.
ITEM 8. Identification and Classification of Members of the
Group.
NOT APPLICABLE.
ITEM 9. Notice of Dissolution of Group.
NOT APPLICABLE.
ITEM 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Dated: April 16, 1998 WOODBOURNE PARTNERS, L.P.,
by its General Partner, CLAYTON
MANAGEMENT COMPANY
/s/ John D. Weil
--------------------------------
John D. Weil, President
Dated: April 16, 1998 CLAYTON MANAGEMENT COMPANY
/s/ John D. Weil
--------------------------------
John D. Weil, President
Dated: April 16, 1998 /s/ John D. Weil
------------------------------
John D. Weil
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CUSIP No. 716604 10 3 13G Page 8 of 8 Pages
EXHIBIT A TO SCHEDULE 13G
AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned persons, on April 16, 1998, agree and consent to the joint
filing on their behalf of this Schedule 13G in connection with their beneficial
ownership of the non-voting common stock of Petroleum Helicopters Incorporated.
WOODBOURNE PARTNERS, L.P.,
by its General Partner, CLAYTON
MANAGEMENT COMPANY
/s/ John D. Weil
------------------------------
John D. Weil, President
CLAYTON MANAGEMENT COMPANY
/s/ John D. Weil
------------------------------
John D. Weil, President
/s/ John D. Weil
------------------------------
John D. Weil
