<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1997
REGISTRATION NUMBER 333-23355
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OFFSHORE LOGISTICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 72-0679819
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
224 RUE DE JEAN
LAFAYETTE, LOUISIANA 70505
(318) 233-1221
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
GEORGE M. SMALL
VICE PRESIDENT, CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER
224 RUE DE JEAN
LAFAYETTE, LOUISIANA 70505
(318) 233-1221
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPY TO:
ARTHUR H. ROGERS
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
SUBJECT TO COMPLETION, DATED JUNE , 1997
PROSPECTUS
OFFSHORE LOGISTICS, INC.
6% CONVERTIBLE SUBORDINATED NOTES DUE 2003 AND COMMON STOCK
This Prospectus relates to the offering for resale by the Selling Security
holders (the "Selling Securityholders") of up to an aggregate of $98,000,000
of 6% Convertible Subordinated Notes due 2003 (the "Notes") of Offshore
Logistics, Inc., a Delaware corporation ("OLOG" or the "Company"), and the
4,286,964 shares of Common Stock, par value $0.01 per share (the "Common
Stock"), that are issuable upon conversion of the Notes at the initial
conversion price of $22.86 per share, subject to adjustment in certain events.
The Notes offered hereby were originally offered by the Company in an
underwritten private placement or in an offshore placement in connection with
an acquisition.
The Notes are convertible at any time prior to the close of business on the
maturity date, unless previously redeemed or repurchased, at a conversion
price of $22.86 per share (equivalent to a conversion rate of approximately
43.74 shares per $1,000 principal amount of Notes), subject to adjustment
under certain circumstances. The Company's Common Stock is quoted on the
Nasdaq National Market. The last reported sale price of the Common Stock on
June 10, 1997 was $20 1/8 per share. Interest on the Notes will be payable
semiannually on June 15 and December 15 of each year, commencing on June 15,
1997.
The Notes are not redeemable prior to December 15, 1999. Thereafter, the
Notes are redeemable at the option of the Company, in whole or in part, at the
redemption prices set forth herein, plus accrued interest. Upon a Change in
Control (as defined herein), holders of Notes will have the right, subject to
certain restrictions and conditions, to require the Company to purchase all or
any portion of their Notes at the principal amount thereof plus accrued and
unpaid interest.
The Notes are subordinate in right of payment to the extent set forth in the
Indenture (as defined herein) to the prior payment of all Senior Indebtedness
(as defined herein) of the Company. The principal amount of outstanding Senior
Indebtedness was approximately $144.7 million at March 31, 1997.
The Notes and the Common Stock may be sold from time to time pursuant to
this Prospectus by the Selling Securityholders. The Notes and the Common Stock
may be sold by the Selling Securityholders in ordinary brokerage transactions,
in transactions in which brokers solicit purchases, in negotiated
transactions, or in a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices relating to such prevailing market
prices or at negotiated prices. See "Plan of Distribution." The distribution
of the Notes and Common Stock is not subject to any underwriting agreement.
The Company will receive no part of the proceeds of sales from the offering by
the Selling Securityholders. All expenses of registration incurred in
connection with this offering are being borne by the Company, but all selling
and other expenses incurred by the Selling Securityholders will be borne by
such Selling Securityholders. None of the securities offered pursuant to this
Prospectus have been registered prior to the filing of the Registration
Statement of which this Prospectus is a part.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR CERTAIN FACTORS RELEVANT TO AN
INVESTMENT IN THE NOTES.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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June , 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy and information statements and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, NW, Washington, D.C. 20549, and at the
Commission's Regional Offices at Seven World Trade Center, 13th Floor, New
York, New York 10048 and CitiCorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material can be obtained by mail
from the Public Reference Section of the Commission at 450 Fifth Street, NW,
Washington, D.C. 20549, at prescribed rates. The reports, proxy statements and
other information may also be obtained from the Web site that the Commission
maintains at http:/www.sec.gov.
The Company has filed with the Commission a Registration Statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which were omitted in accordance with
the rules and regulations of the Commission. For further information,
reference is hereby made to the Registration Statement. Any statements
contained herein concerning the provisions of any document filed as an exhibit
to the Registration Statement or otherwise filed with the Commission are not
necessarily complete, and in each instance reference is made to the copy of
such document so filed. Each such statement is qualified in its entirety by
such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(i) Annual Report on Form 10-K the fiscal year ended June 30, 1996;
(ii) Quarterly Reports on Form 10-Q for the quarters ended September 30
and December 31, 1996 and Quarterly Report Amendment on Form 10-Q/A for the
quarter ended December 31, 1996;
(iii) Current Report on Form 8-K filed January 4, 1997;
(iv) Current Report on Form 8-K filed May 7, 1997; and
(v) Form 8-A/A filed May 7, 1997.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the securities offered hereby shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person,
a copy of any or all of the documents which are incorporated by reference
herein, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests should
be directed to George M. Small at the Company's principal executive offices,
224 Rue de Jean, Lafayette, Louisiana 70505, telephone: (318) 233-1221.
2
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RECENT DEVELOPMENTS
CHANGE OF FISCAL YEAR
On May 1, 1997, the Board of Directors elected to change the Company's
fiscal year end from June 30 to March 31. The nine-month transition period
beginning July 1, 1996 and ending March 31, 1997 will be reported on the
Company's next Annual Report on Form 10-K.
RECENT OPERATING RESULTS (UNAUDITED)
On June 5, 1997, the Company reported gross revenues for the quarter ended
March 31, 1997 of $94.0 million compared to $28.6 million for the same period
of the prior year. Net income was $5.8 million ($.27 per share) for the
quarter compared to $4.1 million ($.21 per share) for the same period of the
preceding year. For the nine month period ended March 31, 1997, gross revenue
was $168.4 million compared to $86.7 million a year ago, net income was $17.2
million ($.84 per share) in 1997 compared to $11.2 million ($.57 per share)
for the nine months ended March 31, 1996. These financial figures include the
results of Bristow Helicopter Group from December 19, 1996. The inclusion of
Bristow added approximately $68.7 million and $60.5 million to revenues for
the nine month and three month periods and increased earnings per share by
approximately $.02.
The Company also announced that it had reached an agreement to sell Cathodic
Protection Services Company to Corrpro Companies, Inc. The Company expects
that the final gain or loss on disposition based on the closing date sales
price will not have a significant impact on the Company's operating results.
UNION ACTIVITIES
The Company's employees are not represented by unions. However, in May,
1997, the Office and Professional Employees International Union filed with the
National Mediation Board an Application for representation of the Company's
helicopter pilots. A similar Application has also been filed against the
Company's principal competitor in the domestic helicopter service industry in
what appears to the Company to be an effort to organize the pilots of all
major helicopter operators in the Gulf of Mexico. At this point, the Company
is unable to predict the probable outcome of any election.
In 1983, the Company was petitioned by the Oil, Chemical, and Atomic Workers
Union for representation of the Company's helicopter pilots. This effort was
defeated by election results in February 1984. In 1975, the Company had been
petitioned by the Teamsters Union for an election. However, the Union decided
not to seek an election after several months of union solicitation. Union
campaigns in 1970, 1974, and 1980 at the Company's principal competitor also
failed. None of the companies currently operating in the domestic helicopter
service industry has been unionized.
The Company believes that if the Company's helicopter pilots were to elect
to be represented by a union, the Company would be placed at a competitive
disadvantage in the industry as against existing or future non-unionized
competitors. This could have a material adverse effect on its revenues from
helicopter operations in the Gulf of Mexico and on its results of operations.
3
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FORWARD LOOKING STATEMENTS
This Prospectus and the Reports incorporated by reference herein (the
"Reports") include "forward-looking statements" within the meaning of Section
27A of the Securities Act and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). All statements included herein and
therein other than statements of historical fact are forward-looking
statements. Such forward-looking statements include, without limitation, the
statements herein and therein regarding the timing of future events regarding
the Company's operations and the statements set forth in the Reports under the
caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources" regarding the
Company's anticipated future financial position and cash requirements.
Although the Company believes that the expectations reflected in such forward-
looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from the Company's expectations
("Cautionary Statements") are disclosed in this Prospectus (including without
limitation under the caption "Risk Factors") and the Reports, including
without limitation in connection with such forward-looking statements. All
subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the Cautionary Statements.
RISK FACTORS
Each investor should carefully examine this entire Offering Circular and
should give particular attention to the risk factors set forth below.
INCREASED LEVERAGE
As of March 31, 1997, the Company's total long-term debt (less current
maturities) and stockholders' equity were $434.5 million. In addition, OLOG
has a $10 million working capital bank line of credit.
The Company's level of indebtedness will have several important effects on
its future operations, including (i) a substantial portion of the Company's
cash flow from operations must be dedicated to the payment of interest on its
indebtedness and will not be available for other purposes and (ii) the
Company's ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions, general corporate purposes or
other purposes may be impaired. The Company's ability to meet its debt service
obligations and to reduce its total indebtedness will be dependent upon the
Company's future performance, which will be subject to general economic
conditions and to financial, business and other factors affecting the
operations of the Company, many of which are beyond its control. There can be
no assurance that the Company's business will continue to generate cash flow
at or above current levels. If the Company is unable to generate sufficient
cash flow from operations in the future to service its debt, it may be
required to refinance all or a portion of its existing debt, including the
Notes, or to obtain additional financing. There can be no assurance that any
such refinancing would be possible or that any additional financing could be
obtained.
SUBORDINATION
The payment of principal of, and premium, if any, and interest on, the Notes
is subordinated in right of payment to the prior payment in full of all Senior
Indebtedness when due, whether outstanding at the date of the Indenture or
later incurred. By reason of such subordination, in the event of the
dissolution, insolvency or bankruptcy of the Company, holders of the Notes may
recover less, ratably, than holders of Senior Indebtedness and other general
creditors of the Company or may recover nothing. The terms and conditions of
the subordination provisions pertinent to the Notes are described in more
detail in "Description of the Notes--Subordination."
Further, the Notes will be effectively subordinated to claims of creditors
(other than the Company) of the Company's subsidiaries, including trade
creditors, secured creditors, taxing authorities, creditors holding
guarantees, and tort claimants and claims of holders of any preferred stock of
such subsidiaries. In the event of a liquidation, reorganization, or similar
proceeding relating to a subsidiary, these persons generally will have
priority as to the assets of such subsidiary over the claims and equity
interest of the Company and, thereby indirectly, holders of the indebtedness
of the Company, including the Notes.
4
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LIMITATIONS ON REPURCHASE UPON A DESIGNATED EVENT
In the event of a Designated Event, which includes a Change of Control and a
Termination of Trading (each as defined herein), each holder of Notes will
have the right, at the holder's option, to require the Company to repurchase
all or a portion of such holder's Notes at a purchase price equal to 100% of
the principal amount thereof plus accrued and unpaid interest to the
repurchase date. The Company's ability to repurchase the Notes upon a
Designated Event may be limited by the terms of the Company's Senior
Indebtedness and the subordination provisions of the Indenture. Further, the
ability of the Company to repurchase the Notes upon a Designated Event will be
dependent on the availability of sufficient funds and compliance with
applicable securities laws. Accordingly, there can be no assurance that the
Company will be able to repurchase the Notes upon a Designated Event. The term
"Designated Event" is limited to certain specified transactions and may not
include other events that might adversely affect the financial condition of
the Company or result in a downgrade of the credit rating of the Notes, nor
would the requirement that the Company offer to repurchase the Notes upon a
Designated Event necessarily afford holders of the Notes protection in the
event of a highly leveraged transaction, reorganization, merger or similar
transaction involving the Company. See "Description of the Notes--Certain
Rights to Require Repurchase of Notes."
DEMAND FOR COMPANY SERVICES
The profitability of the Company is directly related to demand for its
helicopter services. This demand is subject to cyclical and other fluctuations
affecting the Company's customers and to seasonal variations.
DEPENDENCE ON OIL AND GAS INDUSTRY
The Company's operations are largely dependent upon the levels of activity
in oil and natural gas exploration, development and production. Such activity
levels are affected by trends in oil and natural gas prices. Historically, the
prices for oil and natural gas have been volatile and are subject to wide
fluctuations in response to changes in the supply of and demand for oil and
natural gas, market uncertainty and a variety of additional factors beyond the
control of the Company. The Company cannot predict future oil and natural gas
price movements with any certainty. Any prolonged reduction in oil and natural
gas prices, however, will depress the level of exploration, development and
production activity and result in a corresponding decline in the demand for
the Company's services and, therefore, have a material adverse effect on the
Company's revenues and profitability.
UNIONIZATION
In May 1997, the Office and Professional Employees International Union filed
an application for representation of the company's pilots in what the Company
believes to be a part of an effort to organize pilots of all the major
helicopter operators in the oil service industry in the Gulf of Mexico. The
Company is unable to predict the probable outcome of this effort but believes
that if the Company's pilots were to elect to be represented by the union, the
Company would be placed at significant competitive disadvantage in competing
with non-unionized competitors. See "Recent Developments--Union Activities."
INTERNATIONAL OPERATIONS
The Company's international operations are focused in the North Sea,
Nigeria, Australia, Brazil, China, Colombia, Mexico, Trinidad and Vietnam with
less significant operations in other international areas. Operations in
foreign countries generally are subject to various risks attendant to doing
business outside the United States, including risks of war, general strikes,
civil disturbances, guerilla activity, currency fluctuations and devaluations
and governmental activities that may limit or disrupt markets, restrict
payments or the movement of funds or result in the deprivation of contract
rights or the taking of property without fair compensation. No prediction can
be made as to what foreign governmental regulations may be enacted in the
future that could be applicable to helicopter operations.
5
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EXCHANGE RATE RISKS
A significant portion of the Company's revenues and expenses is denominated
in British Pounds Sterling. In addition, a portion of the Company's revenues
is denominated in other currencies (including, Australian Dollars, French
Francs, Nigerian Naira and Trinidad and Tobago Dollars) to cover expenses in
the areas in which such expenses are incurred. To the extent operating
revenues are denominated in the same currency as operating expenses, the
Company can reduce its vulnerability to exchange rate fluctuations. The
Company enters into hedging arrangements for certain of its capital
expenditures. The Company engages in no other hedging activities to minimize
exchange rate risk fluctuations. Because the Company maintains its financial
statements in U.S. Dollars, it is vulnerable to fluctuations in the exchange
rate between the pound and the dollar.
COMPETITION
The Company's helicopter business is highly competitive on a worldwide
basis. Chartering of helicopters is usually done on the basis of competitive
bidding among those having the necessary equipment and resources. The
technical requirements of operating helicopters offshore have increased as oil
and gas activities have moved into deeper water and more sophisticated
aircraft are required to service the market. The number of small helicopter
operators in the Gulf of Mexico has declined over the past several years, as
it has become increasingly difficult to maintain an adequate shore-based
infrastructure and provide the working capital required to conduct such
operations, especially when the associated costs must be spread over a
relatively small number of helicopters. One of the Company's competitors has
substantially more helicopters in service in the Gulf of Mexico. The Company
has two significant competitors in the North Sea.
The business of Grasso Production Management, Inc. ("GPM"), a subsidiary of
OLOG, is highly competitive. There are a number of competitors that are
smaller than GPM but maintain a Gulf-wide presence. In addition, there are
many smaller operators that compete on a local basis or for single projects or
jobs.
Cathodic Protection Services Company ("CPS"), a subsidiary of OLOG, is the
second largest provider of cathodic protection services and materials in the
United States. The largest provider of cathodic protection services is the
primary competitor of CPS on a nationwide basis. CPS also competes with
numerous regional and local cathodic protection companies with respect to
engineering construction and installation, and related services. Many of the
regional and local competitors are not able to provide cathodic protection
materials to customers without purchasing them from CPS or other
manufacturers/suppliers. See "Recent Developments--Recent Operating Results
(Unaudited)."
INDUSTRY HAZARDS AND INSURANCE
Hazards, such as adverse weather and marine conditions, crashes, collisions,
and fires are inherent in the offshore transportation and supply industry, and
may result in losses of equipment, revenues or death of personnel. The Company
maintains hull and liability insurance which generally insures the Company
against certain legal liabilities to others, as well as to damage to its
aircraft. It is also the Company's policy to carry insurance for, or require
its customers to provide indemnification against, expropriation, war risk, and
confiscation of its helicopters employed in international operations. There is
no assurance that in the future the Company will be able to maintain its
existing coverage or that the premiums therefor will not increase
substantially.
GPM's operations are subject to the normal risks associated with working on
oil and gas production facilities. These risks could result in damage to or
loss of property and injury to or death of personnel. GPM carries normal
business insurance including general liability, worker's compensation,
automobile liability and property and casualty insurance coverages.
CPS carries normal business insurance including worker's compensation,
general liability, automobile liability, and property coverage. CPS does not
carry professional liability insurance since, in the opinion of
6
<PAGE>
management and consistent with traditional industry practices, the engineering
services provided by CPS do not involve design work. In the belief of
management, CPS is adequately protected from most business risks normally
protected by insurance.
GOVERNMENT REGULATION
OLOG Domestic. As a commercial operator of small aircraft, OLOG is subject
to regulations pursuant to the Federal Aviation Act of 1958, as amended, and
other statutes. OLOG carries persons and property in its helicopters pursuant
to an Air Taxi Certificate granted by the Federal Aviation Administration
("FAA").
The FAA regulates the flight operations of OLOG, and in this respect,
exercises jurisdiction over personnel, aircraft, ground facilities, and
certain technical aspects of the OLOG's operations. The National
Transportation Safety Board is authorized to investigate aircraft accidents
and to recommend improved safety standards. OLOG is also subject to the
Communications Act of 1934 because of the use of radio facilities in its
operations.
Under the Federal Aviation Act, it is unlawful to operate certain aircraft
for hire within the United States unless such aircraft are registered with the
FAA and the operator of such aircraft has been issued an operating certificate
by the FAA. As a general rule, aircraft may be registered under the Federal
Aviation Act only if the aircraft is owned or controlled by one or more
citizens of the United States, and an operating certificate may be granted
only to a citizen of the United States. For the purposes of these
requirements, a corporation is deemed to be a citizen of the United States
only if, among other things, at least 75% of the voting interest therein is
owned or controlled by United States citizens. In the event that persons other
than United States citizens should come to own or control more than 25% of the
voting interest in OLOG, OLOG has been advised that the Company's aircraft may
be subject to deregistration under the Federal Aviation Act and loss of the
privilege of operating within the United States. At December 31, 1996, OLOG
had approximately 2,250,000 common shares held by persons with foreign
addresses representing approximately 10.7% of the 21,040,989 common shares
outstanding.
OLOG's domestic operations are subject to federal, state, and local laws and
regulations controlling the discharge of materials into the environment or
otherwise relating to the protection of the environment. To date, such laws
and regulations have not had a material adverse effect on OLOG's business or
financial condition. Increased public awareness and concern over the
environment, however, may result in future changes in the regulation of the
oil and gas industry, which in turn could adversely affect OLOG.
Bristow United Kingdom. As a commercial operator of aircraft, Bristow
Helicopter Group, Ltd. ("Bristow") is subject to regulations made under the
Civil Aviation Act 1982, the Licensing of Air Carriers Regulations 1992, and
other statutes. Bristow carries persons and property in its helicopters
pursuant to an Air Operators Certificate granted by the Civil Aviation
Authority ("CAA").
The CAA regulates the flight operations of Bristow, and in this respect,
exercises jurisdiction over personnel, aircraft, ground facilities, and
certain technical aspects of Bristow's operations. Accident investigations are
carried out by the Accident Investigation Branch of the Department of
Transport. The CAA often imposes improved safety standards on the basis of a
report of the Inspector.
Under the Licensing of Air Carriers Regulations 1992, it is unlawful to
operate certain aircraft for hire within the United Kingdom unless such
aircraft are approved by the CAA. The holder of an operating license must meet
the ownership and control regulations of Council Regulation 2407/92 (i.e.--one
or more nationals of the United Kingdom or European Economic Area have
majority ownership and effective control of the entity that operates under the
license).
Bristow's operations are subject to local laws and regulations controlling
the discharge of materials into the environment or otherwise relating to the
protection of the environment. To date, such laws and regulations have not had
a material adverse effect on Bristow's business or financial condition.
Increased public awareness and concern over the environment, however, may
result in future changes in the regulation of the oil and gas industry.
7
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International. The Company's international operations are subject to local
governmental regulations and to uncertainties of economic and political
conditions in those areas. Because of the impact of local laws, the Company's
international operations are conducted primarily through entities (including
joint ventures) in which local citizens own interests and the Company holds
only a minority interest, or pursuant to arrangements under which the Company
operates assets or conducts operations under contracts with local entities.
There can be no assurance that there will not be changes in local laws,
regulations or administrative requirements, or the interpretation thereof any
of which could have a material adverse effect on the business or financial
condition of the Company or on its ability to continue operations in certain
regions.
ABSENCE OF TRADING MARKET; TRANSFER RESTRICTIONS
There is no existing trading market for the Notes and there can be no
assurance as to the liquidity of any such market that may develop, the ability
of the holders of Notes to sell such securities, the price at which the
holders of Notes would be able to sell such securities or whether a trading
market, if it develops, will continue. If such a market were to exist, the
Notes could trade at prices higher or lower than their principal amount,
depending on many factors, including prevailing interest rates, the market for
similar securities, the price of the Common Stock and the operating results of
the Company.
8
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SELLING SECURITYHOLDERS
The following table sets forth the name of each Selling Securityholder and
relationship, if any, with the Company and (i) the amount of Notes owned by
each Selling Securityholder as of March 31, 1997 (assuming no Notes have been
sold under this Prospectus as of such date), (ii) the maximum amount of Notes
which may be offered for the account of such Selling Securityholder under the
Prospectus, (iii) the amount of Common Stock owned by each Selling
Securityholder as of March 31, 1997 and (iv) the maximum amount of Common
Stock which may be offered for the account of such Selling Securityholder
under the Prospectus.
<TABLE>
<CAPTION>
COMMON
PRINCIPAL STOCK
AMOUNT OF OWNED COMMON
PRINCIPAL NOTES PRIOR TO STOCK
NAME OF SELLING AMOUNT OF OFFERED OFFERING OFFERED
SECURITYHOLDER NOTES OWNED HEREBY (1) HEREBY (2)
--------------- ----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Caledonia Industrial & Services
Limited.......................... $ 7,500,000 $ 7,500,000 1,628,083 328,083
Carrigaholt Capital (Bermuda)
L.P.............................. 875,000 875,000 38,276 38,276
Christian Science Trustees for
Gifts and Endowments............. 120,000 120,000 5,249 5,249
The Class 1C Company Ltd.......... 875,000 875,000 38,276 38,276
Declaration of Trust for the
Defined Benefit Plan of ICI
American Holdings, Inc. ......... 440,000 440,000 19,247 19,247
Declaration of Trust for the
Defined Benefit Plan of Zeneca
Holdings, Inc. .................. 300,000 300,000 13,123 13,123
Delaware State Employees'
Retirement Fund.................. 1,430,000 1,430,000 62,554 62,554
First Church of Christ Scientist--
Endowment........................ 130,000 130,000 5,686 5,686
First Marathon Securities Limited. 500,000 500,000 21,872 21,872
Forest Fulcrum Fund............... 6,150,000 6,150,000 269,028 269,028
Forest Fulcrum Fund Limited....... 3,665,000 3,665,000 160,323 160,323
Forest Performance Fund........... 100,000 100,000 4,374 4,374
Forest Performance Limited........ 100,000 100,000 4,374 4,374
General Electric Employees Domes-
tic Group Trust.................. 5,620,000 5,620,000 245,844 245,844
Gershon Partners.................. 500,000 500,000 21,872 21,872
The Gleaneagles Fund Co........... 500,000 500,000 21,872 21,872
Hick Investment Ltd............... 500,000 500,000 21,872 21,872
Hillside Capital Account Corporate
Account.......................... 130,000 130,000 5,686 5,686
Hughes Aircraft Company Master Re-
tirement Trust................... 610,000 610,000 26,684 26,684
J.W. McConnell Family Foundation.. 300,000 300,000 13,123 13,123
KA Management Ltd................. 480,000 480,000 20,997 20,997
LSM Ltd. ......................... 200,000 200,000 8,748 8,748
McMahan Securities Co. L.P........ 750,000 750,000 32,808 32,808
New York Life Insurance Company... 2,750,000 2,750,000 120,297 120,297
Pacesetter 1, L.P................. 1,250,000 1,250,000 54,680 54,680
Paloma Securities L.L.C. ......... 500,000 500,000 21,872 21,872
Partner Reinsurance Company Ltd. . 155,000 155,000 6,780 6,780
Prism Partners I.................. 500,000 500,000 21,872 21,872
State of Connecticut Combined In-
vestment Funds................... 500,000 500,000 21,872 21,872
Thermo Electron Balanced.......... 330,000 330,000 14,435 14,435
TQA Arbitrage Fund................ 475,000 475,000 20,778 20,778
TQA Limited Fund.................. 200,000 200,000 8,748 8,748
TQA Vantage Fund.................. 675,000 675,000 29,527 29,527
Vanguard Convertible Securities
Fund, Inc. ...................... 1,060,000 1,060,000 46,369 46,369
Zazove Convertible Fund, L.P. .... 850,000 850,000 37,182 37,182
----------- ----------- --------- ---------
SUBTOTAL........................ $41,020,000 $41,020,000 3,094,383 1,794,383
----------- ----------- --------- ---------
Unnamed holders of Notes or any
future transferees, pledgees,
donees or successors of or from
any such unnamed holder (3)(4)... 56,980,000 56,980,000 2,492,563 2,492,563
----------- ----------- --------- ---------
TOTAL........................... $98,000,000 $98,000,000 5,586,946 4,286,946
</TABLE>
9
<PAGE>
- --------
(1) Comprises the shares of Common Stock into which the Notes held by such
Selling Securityholder are convertible at the initial conversion rate and,
in the case of Caledonia, includes 1,300,000 additional shares of Common
Stock which are not offered pursuant to this Prospectus. The conversion
price and the number of shares of Common Stock issuable upon conversion of
the Notes are subject to adjustment under certain circumstances. See
"Description of Notes--Conversion Rights." Accordingly, the number of
shares of Common Stock issuable upon conversion of the Notes may increase
or decrease from time to time.
(2) Assumes conversion into Common Stock of the full amount of Notes held by
the Selling Securityholder at the initial conversion price and the
offering of such shares by such Selling Securityholder pursuant to the
Registration Statement of which this Prospectus forms a part. The
conversion price and the number of shares of Common Stock issuable upon
conversion of the Notes is subject to adjustment under certain
circumstances. See "Description of Notes--Conversion Rights." Accordingly,
the number of shares of Common Stock issuable upon conversion of the Notes
may increase or decrease from time to time. Fractional shares will not be
issued upon conversion of the Notes; rather, cash will be paid in lieu of
fractional shares, if any.
(3) No such holder may offer Notes or Common Stock pursuant to the
Registration Statement of which this Prospectus forms a part until such
holder is included as a Selling Securityholder in a supplement to this
Prospectus in accordance with the Registration Rights Agreement.
(4) Assumes that the unnamed holders of Notes or Common Stock or any future
transferees, pledgees, donees or successors of or from any such unnamed
holder do not beneficially own any Common Stock other than the Common
Stock issuable upon conversion of the Notes at the initial conversion
price.
Because the Selling Securityholders may, pursuant to this Prospectus, offer
all or some portion of the Notes or Common Stock they presently hold, no
estimate can be given as to the amount of the Notes or shares of Common Stock
that will be held by the Selling Securityholders upon termination of any such
sales. In addition, the Selling Securityholders identified above may have
sold, transferred or otherwise disposed of all or a portion of their Notes or
Common Stock since the date on which they provided the information regarding
their Notes or Common Stock, in transactions exempt from the registration
requirements of the Securities Act. See "Plan of Distribution."
Only Selling Securityholders identified above who beneficially own the Notes
or Common Stock set forth opposite each such Selling Securityholder's name in
the foregoing table on the effective date of the Registration Statement of
which this Prospectus forms a part may sell such Notes or Common Stock
pursuant to the Registration Statement. The Company may from time to time, in
accordance with the Registration Rights Agreement, include additional Selling
Securityholders in supplements to this Prospectus.
The Company will pay the expenses of registering the Notes and Common Stock
being sold hereunder.
10
<PAGE>
DESCRIPTION OF THE NOTES
The following description sets forth certain terms and provisions of the
Notes. The Notes were issued under the Indenture dated as of December 15, 1996
(the "Indenture") between the Company and Fleet National Bank, as trustee (the
"Trustee").
The terms of the Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"). The Notes are subject to all such terms,
and prospective purchasers of the Notes are referred to the Indenture and the
Trust Indenture Act for a statement of those terms. The statements under this
caption relating to the Notes are summaries and do not purport to be complete.
Such summaries use certain terms that are defined in the Indenture and are
qualified in their entirety by express reference to the Indenture.
As used in this "Description of the Notes," the term "Company" refers only
to Offshore Logistics, Inc.
GENERAL
The Notes are unsecured, subordinated obligations of the Company, are
limited in aggregate principal amount to $98,000,000, and will mature on
December 15, 2003, unless previously converted or redeemed. (Section 301) The
Notes will bear interest at the rate per annum shown on the front cover of
this Prospectus from December 17, 1996, payable semiannually in arrears on
June 15 and December 15 of each year (an "Interest Payment Date"), commencing
on June 15, 1997. Interest payable per $1,000 principal amount of Notes for
the period from December 17, 1996 to June 15, 1997 will be $29.67. (Sections
301 and 307)
The Notes will be convertible into Common Stock initially at the conversion
price stated on the cover page hereof, subject to adjustment upon the
occurrence of certain events described under "--Conversion Rights," at any
time on or after February 25, 1997, and prior to the close of business on the
maturity date, unless previously redeemed or repurchased. (Section 1301)
The Notes are redeemable at the option of the Company, in whole or in part,
on or after December 15, 1999, at the redemption prices set forth below under
"--Redemption at Option of Company," plus accrued and unpaid interest to the
redemption date. (Section 203)
FORM AND DENOMINATION
Rule 144A Notes initially were represented by one or more global Notes in
fully registered form without interest coupons (collectively, the "Registered
Global Notes"). The Registered Global Notes were deposited with the Trustee as
custodian for The Depository Trust Company ("DTC") and registered in the name
of a nominee of DTC. (Articles Two and Three)
Owners of beneficial interests in any Registered Global Note will hold such
interests pursuant to the procedures and practices of DTC and must exercise
any rights in respect of their interests (including any right to convert,
exchange or require repurchase of their interests) in accordance with those
procedures and practices. Such beneficial owners will not be Holders, and will
not be entitled to any rights under any Note or the Indenture, with respect to
any Registered Global Note, and the Company and the Trustee, and any of their
respective agents, may treat DTC as the Holder and owner of any Registered
Global Note. See "--Depository Procedures with Respect to Registered Global
Notes."
Except as set forth below, the Registered Global Notes may be transferred,
in whole and not in part, only to another nominee of DTC or to a successor of
DTC or its nominee. Beneficial interests in the Registered Global Notes may
not be exchanged for Notes in certificated form except in the limited
circumstances described below.
11
<PAGE>
The Note held by Caledonia is a registered Note in the principal amount of
$7,500,000.
For a description of the depository procedures with respect to the
Registered Global Notes, see "--Depository Procedures with Respect to
Registered Global Notes."
CONVERSION RIGHTS
The Holder of any Note has the right, at the Holder's option, to convert the
principal amount thereof (or any portion thereof that is an integral multiple
of $1,000) into shares of Common Stock at any time prior to the close of
business on the maturity date, initially at the conversion price of $22.86 per
share of Common Stock (subject to adjustments as described below), except that
if a Note is called for redemption, the right to convert such called Note will
terminate at the close of business on the Business Day (as such term is
defined in the Indenture) immediately preceding the redemption date. No
payment of interest and no adjustment in respect of dividends will be made
upon the conversion of any Note, and the Holder will lose any right to payment
of interest on the Notes surrendered for conversion; provided, however, that
upon a call for redemption as described herein by the Company, accrued and
unpaid interest to the redemption date shall be payable with respect to Notes
that are converted after a notice of redemption has been mailed and prior to
the redemption date. Notes surrendered for conversion during the period from
the Regular Record Date (as defined below) for an interest payment to the
corresponding Interest Payment Date (except Notes called for redemption as
described in the preceding sentence) must be accompanied by payment of an
amount equal to the interest thereon which the Holder is to receive on such
Interest Payment Date. No fractional shares will be issued upon conversion
but, in lieu thereof, an appropriate amount will be paid in cash by the
Company based on the reported last sale price for the shares of Common Stock
on the day of conversion. (Sections 1301, 1303 and 1305)
The conversion price is subject to adjustment in certain events, including:
the issuance of stock as a dividend on the Common Stock; subdivisions or
combinations of the Common Stock; the issuance to all holders of Common Stock
of certain rights or warrants (expiring within 45 days after the record date
for determining stockholders entitled to receive them) to subscribe for or
purchase Common Stock at a price less than the current market price; or the
distribution to substantially all holders of Common Stock of evidences of
indebtedness of the Company, cash (excluding quarterly cash dividends paid or
to be paid on a regular basis), other assets or rights or warrants to
subscribe for or purchase any securities (other than those referred to in this
sentence). No adjustment of the conversion price will be required to be made
until cumulative adjustments amount to 1% or more of the then current
conversion price; however, any adjustment not made will be carried forward.
(Section 1304)
The Company from time to time may decrease the conversion price by any
amount for any period of at least 20 days, in which case the Company shall
give at least 15 days notice to the Holders of the Notes of such decrease. The
Company may also, at its option, make such decreases in the conversion price
as the Board of Directors of the Company deems advisable to avoid or diminish
any income tax to holders of Common Stock resulting from any dividend or
distribution of stock (or rights to acquire stock) or from any event treated
as such for income tax purposes. (Section 1304)
In case of any reclassification of the Common Stock, any consolidation of
the Company with, or merger of the Company into, any other person, any merger
of any person into the Company (other than a merger which does not result in
any reclassification, conversion, exchange or cancellation of outstanding
shares of Common Stock), any sale or other disposition of the assets of the
Company substantially as an entirety or any compulsory share exchange whereby
the Common Stock is converted into other securities, cash or other property,
then provision shall be made such that the Holder of each Note then
outstanding shall have the right thereafter, during the period such Note shall
be convertible, to convert such Note only into the kind and amount of
securities, cash and other property receivable upon such reclassification,
consolidation, merger, sale, disposition or share exchange by a holder of the
number of shares of Common Stock into which such Note might have been
converted immediately prior to such reclassification, consolidation, merger,
sale, disposition or share exchange. (Section 1306)
12
<PAGE>
SUBORDINATION
Payment of the principal of and premium, if any, and interest on the Notes
(including any Liquidated Damages (as defined)) will be subordinated in right
of payment, as set forth in the Indenture, to the prior payment in full of all
Senior Indebtedness when due in accordance with the terms thereof. Senior
Indebtedness is defined in the Indenture as the principal of, and premium, if
any, and unpaid interest (including, without limitation, any interest accruing
subsequent to the commencement of a case or other proceeding under any
bankruptcy or other similar law with respect to the Company) on, and other
obligations in respect of, the following, whether outstanding at the date of
the Indenture or thereafter incurred or created: (a) indebtedness of the
Company for money borrowed (including purchase money obligations) evidenced by
notes or other written obligations, (b) indebtedness of the Company evidenced
by notes, debentures, bonds or other securities issued under the provisions of
an indenture or similar instrument, (c) indebtedness secured by any mortgage,
pledge, lien or other encumbrance existing on property which is owned or held
by the Company subject to such encumbrance, whether or not indebtedness
secured thereby shall have been assumed by the Company, (d) obligations of the
Company as lessee under capitalized leases and under leases of property made
as part of any sale and leaseback transactions, (e) obligations of the Company
in respect of letters of credit issued for its account and "swaps" of interest
rates, commodity prices or foreign currencies (and other interest rate,
commodity price or foreign currency hedging agreements) to which the Company
is a party, (f) indebtedness of others of any of the kinds described in the
preceding clauses (a) through (e) assumed or guaranteed by the Company and (g)
renewals, extensions and refundings of, and indebtedness and obligations of a
successor person issued in exchange for or in replacement of, indebtedness or
obligations of the kinds described in the preceding clauses (a) through (f);
provided, however, that the following will not constitute Senior Indebtedness:
(i) any indebtedness or obligation which by its terms refers explicitly to the
Notes and states that such indebtedness or obligation shall not be senior in
right of payment thereto, (ii) any indebtedness or obligation of the Company
in respect of the Notes and (iii) any indebtedness or obligation of the
Company to a subsidiary. (Sections 101 and 1401)
Further, the Notes will be effectively subordinated to claims of creditors
(other than the Company) of the Company's subsidiaries, including trade
creditors, secured creditors, taxing authorities, creditors holding
guarantees, and tort claimants and claims of holders of any preferred stock of
such subsidiaries. See "Risk Factors--Increased Leverage" and "Risk Factors--
Subordination."
There are no restrictions on the incurrence of further indebtedness,
including Senior Indebtedness, or other liabilities by the Company or its
subsidiaries in the Indenture.
By reason of such subordination, in the event of dissolution, insolvency,
bankruptcy or other similar proceeding, Holders of the Notes may recover less,
ratably, than holders of Senior Indebtedness and other general creditors of
the Company, and, upon any distribution of assets, the Holders of Notes will
be required to pay over their share of such distribution to the holders of
Senior Indebtedness until such Senior Indebtedness is paid in full. In
addition, such subordination may affect the Company's obligation to make
principal and interest payments with respect to the Notes if any Notes are
declared due and payable prior to their stated maturity, or in the event of
any default in the payment of principal of or premium, if any, or interest on
any Senior Indebtedness, or in the payment of any commitment or other fees in
respect thereof, or in the event of any default with respect to Senior
Indebtedness that would permit acceleration of the maturity thereof, or in the
event a judicial proceeding is pending with respect to any such Senior
Indebtedness default. (Sections 1402, 1403 and 1404)
REDEMPTION AT OPTION OF COMPANY
The Notes will not be redeemable at the option of the Company prior to
December 15, 1999. On and after December 15, 1999, the Notes will be
redeemable at the option of the Company, in whole or in part, at any time
during the 12-month periods beginning December 15 of the years indicated at
the following Redemption Prices (expressed as percentages of the principal
amount):
<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
---- ----------
<S> <C>
1999........................................................... 103.43%
2000........................................................... 102.57
2001........................................................... 101.71
2002........................................................... 100.86
</TABLE>
13
<PAGE>
together in each case with accrued and unpaid interest to the date fixed for
redemption (subject to the right of Holders of record on the Regular Record
Date to receive interest due on an Interest Payment Date). (Sections 203 and
1101)
Notes in any denominations equal to or larger than $1,000 may be redeemed in
whole or in part in multiples of $1,000. On and after the redemption date,
interest will cease to accrue on Notes or portions thereof called for
redemption. (Sections 1104 and 1107)
Accrued and unpaid interest to the redemption date will be payable with
respect to Notes that are converted after a notice of redemption has been
mailed and prior to the redemption date. (Sections 307 and 1303)
Notice of redemption will be mailed at least 30 but not more than 60 days
prior to the redemption date to each Holder of Notes to be redeemed at the
address appearing in the security register (the "Security Register")
maintained by the Trustee acting as security registrar. If less than all the
outstanding Notes are to be redeemed, the Trustee will select the Notes (or a
portion thereof equal to $1,000 or any integral multiple thereof) to be
redeemed by such method as the Trustee shall deem fair and appropriate.
(Sections 1104 and 1105)
PAYMENT AND CONVERSION
The principal of Notes will be payable, against surrender thereof to the
Company at the designated office or agency of the Company in New York City
(which initially will be the office of the Trustee at Fleet National Bank, c/o
First Chicago Trust Company of New York, 14 Wall Street, 8th Floor--Window No.
2, New York, New York 10005) by dollar check drawn on, or by transfer to a
dollar account (such transfer to be made only to Holders of an aggregate
principal amount of Notes in excess of $2,000,000) maintained by the Holder
with a bank in New York City. Payment of any installment of interest on Notes
will be made to the person in whose name such Notes (or any predecessor Note)
is registered at the close of business on the June 1 or the December 1
(whether or not a Business Day) next preceding the relevant Interest Payment
Date (a "Regular Record Date"). Payments of such interest will be made by a
dollar check drawn on a bank in New York City mailed to the Holder at such
Holder's registered address or, upon application by the Holder thereof to the
Trustee not later than the applicable Regular Record Date, by transfer to a
dollar account (such transfer to be made only to Holders of an aggregate
principal amount of Notes in excess of $2,000,000) maintained by the Holder
with a bank in New York City. No transfer to a dollar account will be made
unless the Trustee has received written wire instructions not less than 15
days prior to the relevant payment date.
Any payment on the Notes due on any day which is not a Business Day need not
be made on such day, but may be made on the next succeeding Business Day with
the same force and effect as if made on such due date, and no interest shall
accrue on such payment for the period from and after such date. "Business
Day," when used with respect to any place of payment, place of conversion or
any other place, as the case may be, means each Monday, Tuesday, Wednesday,
Thursday and Friday that is not a day on which banking institutions in New
York, New York, Hartford, Connecticut or Lafayette, Louisiana, are authorized
or obligated by law or executive order to close. (Sections 101 and 113)
Notes may be surrendered for conversion at the designated office or agency
of the Company, which initially is the Corporate Trust Office of the Trustee
in Hartford, Connecticut. Notes surrendered for conversion must be accompanied
by appropriate notices and any payments in respect of interest or taxes, as
applicable, as described above under "--Conversion Rights." (Sections 1301,
1303 and 1310.)
The Company has initially appointed the Trustee as paying agent and
conversion agent. The Company may at any time terminate the appointment of any
paying agent or conversion agent and appoint additional or other paying agents
and conversion agents, provided that until the Notes have been delivered to
the Trustee for cancellation, or money sufficient to pay the principal of and
premium, if any, and interest on the Notes has been made available for payment
as provided in the Indenture, it will maintain an office or agency in New York
City for surrender of Notes for payment. Notice of any such termination or
appointment and of any change in the
14
<PAGE>
office through which any paying agent or conversion agent will act will be
given in accordance with "--Notices" below. (Sections 401 and 1002)
Different payment and conversion procedures will apply to Notes represented
by a Registered Global Note. See "--Depository Procedures with Respect to
Registered Global Notes" below.
CERTAIN RIGHTS TO REQUIRE REPURCHASE OF NOTES
In the event any Designated Event (as hereafter defined) occurs after the
initial date of issuance of the Notes, each Holder of Notes will have the
right, at the Holder's option, to require the Company to repurchase all or any
part of the Holder's Notes on a date (the "Repurchase Date") selected by the
Company that is not more than 75 days after the date the Company gives notice
of the Designated Event as described below, at a price (the "Repurchase
Price") equal to 100% of the principal amount thereof, together with accrued
and unpaid interest to the Repurchase Date. (Section 1201)
On or before the 15th day after the occurrence of a Designated Event, the
Company will mail to all Holders of Notes a notice (a "Company Notice")
informing them of the occurrence of such Designated Event, the Repurchase
Date, the date by which the repurchase right must be exercised, the repurchase
price and the procedures which the Holder must follow to exercise this right.
To exercise the repurchase right, the Holder of Notes must deliver, on or
before the close of business on the Business Day next preceding the Repurchase
Date, written notice to the Company (or an agent designated by the Company for
such purpose) and to the Trustee of the Holder's intent to exercise such
right, together with the Notes with respect to which the right is being
exercised. Such written notice will be irrevocable. (Section 1202)
A "Designated Event" means a Change of Control or a Termination of Trading
(each as defined below).
A "Change of Control" will occur when: (i) the Company's assets are sold or
otherwise disposed of substantially as an entirety to any person or related
group of persons in any one transaction or a series of related transactions;
(ii) there shall be consummated any consolidation or merger of the Company (A)
in which the Company is not the continuing or surviving corporation (other
than a consolidation or merger with a wholly owned subsidiary of the Company
in which all shares of Common Stock outstanding immediately prior to the
effectiveness thereof are changed into or exchanged for the same number of
shares of common stock of such subsidiary) or (B) pursuant to which the Common
Stock would be converted into cash, securities or other property, in each
case, other than a consolidation or merger of the Company in which the holders
of the Common Stock immediately prior to the consolidation or merger have,
directly or indirectly, at least a majority of the common stock of the
continuing or surviving corporation immediately after such consolidation or
merger; or (iii) any person, or any persons acting together which would
constitute a "group" for purposes of Section 13(d) of the Exchange Act (other
than the Company, any subsidiary, any employee stock purchase plan, stock
option plan or other stock incentive plan or program, retirement plan or
automatic dividend reinvestment plan or any substantially similar plan of the
Company or any subsidiary or any person holding securities of the Company for
or pursuant to the terms of any such employee benefit plan), together with any
affiliates thereof, shall acquire beneficial ownership (as defined in Rule
13d-3 under the Exchange Act) of at least 50% of the total voting power of all
classes of capital stock of the Company entitled to vote generally in the
election of directors of the Company. (Section 1206)
No quantitative or other established meaning has been given to the phrase
"as an entirety" (which appears in the definition of Change of Control) by
courts which have interpreted this phrase in various contexts. In interpreting
this phrase, courts make a subjective determination as to the portion of
assets conveyed, considering such factors as the value of assets conveyed and
the proportion of an entity's income derived from the assets conveyed. To the
extent the meaning of such phrase is uncertain, uncertainty will exist as to
whether or not a Change of Control may have occurred (and, accordingly,
whether or not the Holders of Notes will have the right to require the Company
to repurchase their Notes).
15
<PAGE>
"Termination of Trading" shall have occurred if the Common Stock (or other
common stock into which the Notes are then convertible) is neither listed for
trading on a United States national securities exchange nor approved for
trading on an established automated over-the-counter trading market in the
United States. (Section 1206)
The right to require the Company to repurchase Notes as a result of the
occurrence of a Designated Event could create an event of default on Senior
Indebtedness of the Company, as a result of which any repurchase could, absent
a waiver, be blocked by the subordination provisions of the Notes. See "--
Subordination." Failure by the Company to repurchase the Notes when required
would result in an Event of Default (as defined below) with respect to the
Notes, whether or not such repurchase were permitted by the subordination
provisions. See "--Defaults and Remedies." The Company's ability to repurchase
the Notes might be limited by certain financial covenants with respect to the
Company's Senior Indebtedness. In addition, there can be no assurance that the
Company would have sufficient financial resources at the time of any such
required purchase to enable it to purchase the Notes. (Sections 5401 and 1404)
In the event a Designated Event occurs and the Holders exercise their rights
to require the Company to repurchase Notes, the Company will comply with
applicable tender offer rules under the Exchange Act, including Rules 13e-4
and 14e-1, as then in effect, with respect to any such purchase. (Section
1202)
The foregoing provisions would not necessarily afford Holders of Notes
protection in the event of highly leveraged or other transactions involving
the Company that may adversely affect Holders. In addition, the foregoing
provisions may discourage open market purchases of the Common Stock or a non-
negotiated tender or exchange offer for such stock and, accordingly, may limit
a shareholder's ability to realize a premium over the market price of the
Common Stock in connection with any such transaction.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company, without the consent of any Holders of Notes, may consolidate
with or merge into any person, or convey, transfer, lease or otherwise dispose
of its assets substantially as an entirety to any person, and any person may
consolidate with or merge into, or transfer, lease or otherwise dispose of its
assets substantially as an entirety to, the Company, provided that (i) the
person formed by such consolidation or into which the Company is merged or
which acquires or leases the assets of the Company substantially as an
entirety is organized and existing under the laws of the United States, any
state thereof or the District of Columbia, and assumes the Company's
obligations on the Notes and under the Indenture, (ii) after giving effect to
such transaction, no Event of Default and no event that, after notice or lapse
of time or both, would become an Event of Default, shall have happened and be
continuing and (iii) certain procedural conditions are met. (Article Eight)
DEFAULTS AND REMEDIES
The following will be Events of Default under the Indenture: (i) default for
30 days in payment of interest on the Notes (including any Liquidated Damages)
or default in payment of principal of or premium, if any, on the Notes when
due, whether or not any such payment is prohibited by the subordination
provisions of the Indenture; (ii) default in the performance of the provisions
of the Indenture described above under "--Consolidation, Merger and Sale of
Assets" or failure by the Company (a) to give a Company Notice when required
after the occurrence of a Designated Event or (b) to effect a mandatory
redemption of the Notes if so required; (iii) failure by the Company for 60
days after written notice to it to comply with any of its other covenants in
the Indenture; (iv) default by the Company under any Note or other evidence of
indebtedness of the Company for money borrowed, or under any guarantee of
payment by the Company for money borrowed, in an amount in excess of 5% of
Consolidated Net Tangible Assets (as defined below), unless such default has
been cured or waived; and (v) certain events of bankruptcy, insolvency or
reorganization relative to the Company. (Section 501)
"Consolidated Net Tangible Assets" means the total amount of assets of the
Company and its subsidiaries (less depreciation, valuation and other reserves)
after deducting (i) all current liabilities, (ii) all goodwill, trade
16
<PAGE>
names, trademarks, patents, unamortized debt discount and expense and other
like intangibles and (iii) minority interests in the equity of subsidiaries.
(Section 101)
If an Event of Default occurs and is continuing, the Trustee or Holders of
at least 25% in aggregate principal amount of the Notes outstanding may
declare the principal of the Notes and accrued interest thereon to be due and
payable immediately, but under certain conditions such acceleration may be
rescinded by the Holders of a majority in principal amount of the Notes then
outstanding. (Sections 502 and 513)
Holders of Notes may not enforce the Indenture except as provided in such
Indenture and except that, subject to any applicable subordination provisions,
nothing shall prevent the Holders of Notes from enforcing payment of the
principal of or premium, if any, or interest on their Notes or converting
their Notes. (Section 508) The Trustee may refuse to enforce the Indenture
unless it receives reasonable security or indemnity. (Section 603)
The Holders of a majority in aggregate principal amount of all outstanding
Notes will have the right to direct the time, method and place of conducting
any proceeding for exercising any remedy or power available to the Trustee
under the Indenture, provided that such direction does not conflict with any
rule of law or with the Indenture and would not involve the Trustee in
personal liability or be unduly prejudicial to Holders of Notes not joining in
such action (as determined by the Trustee in good faith). (Section 512)
In case any event which is, or after notice or lapse of time or both would
become, an Event of Default under the Indenture (a "default") occurs and is
continuing and if it is known to the Trustee, the Trustee will mail to each
Holder of Notes notice of such default within 90 days after it occurs. Except
in the case of a default in payment of the principal of or premium, if any, or
interest on any Note, the Trustee may withhold the notice if and so long as
the Trustee in good faith determines that withholding the notice is in the
interests of Holders of the Notes. When the Trustee incurs expenses or renders
services after an Event of Default, the expenses and the compensation for the
services are intended to constitute expenses of administration under any
bankruptcy law. (Sections 602 and 607)
The Company will annually furnish the Trustee with an officers' certificate
with respect to compliance with the terms of the Indenture. (Section 1005)
MODIFICATION
Modification and amendment of the Indenture may be effected by the Company
and the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Notes then outstanding under the Indenture, provided
that no such modification or amendment may, without the consent of each Holder
affected thereby, (i) change the fixed maturity of or place for payment of
principal of or premium, if any, or interest on any Note, (ii) reduce the
principal of or rate of interest thereon, or the premium, if any, payable upon
the redemption of, or change the obligation of the Company to pay any
Liquidated Damages with respect to, any Note, (iii) make any Note payable in a
currency other than dollars, (iv) impair the right to institute suit for the
enforcement of any payment on or with respect to any Note or the right to
convert any Note, (v) make any change that adversely affects the right to
convert any Note, (vi) modify the subordination provisions of the Notes in a
manner adverse to the Holders of the Notes, or (vii) reduce the amount of
Notes whose Holders must consent to a modification or amendment or waive
compliance with certain provisions of the Indenture. The Indenture also
contains provisions permitting the Company and the Trustee to effect certain
minor modifications to the Indenture not adversely affecting the rights of
Holders of Notes in any material respect. (Sections 901 and 902)
REPORTS
The Indenture obligates the Company to file with the Trustee copies of all
documents or reports it is required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act. In the event the Company is not
subject to the requirements of Section 13 or 15(d) of the Exchange Act, the
Indenture requires the Company
17
<PAGE>
to file with the Trustee (i) within 60 days after the end of each of the
Company's first three fiscal quarters in each fiscal year, a report containing
unaudited financial statements with respect to such fiscal quarter and (ii)
within 105 days after the end of the Company's fiscal year, a report
containing audited financial statements with respect to such fiscal year.
(Section 704)
TITLE
The Company, the Trustee and any agent of the Company or the Trustee may
treat the registered owner (as reflected in the Security Register) of any Note
as the absolute owner thereof (whether or not such Note shall be overdue) for
the purpose of making payment and for all other purposes. (Section 308)
NOTICES
Notice to Holders of the Notes will be given by mail to the addresses of
such Holders as they appear in the Security Register. Such notices will be
deemed to have been given on the date of such mailing. (Section 106)
REPLACEMENT OF NOTES
Notes that become mutilated, destroyed, stolen or lost will be replaced by
the Company at the expense of the Holder upon delivery to the Trustee of the
mutilated Notes or evidence of the loss, theft or destruction thereof
satisfactory to the Company and the Trustee. In the case of a lost, stolen or
destroyed Note, indemnity satisfactory to the Trustee and the Company may be
required at the expense of the Holder of such Note before a replacement Note
will be issued. (Section 306)
PAYMENT OF STAMP AND OTHER TAXES
The Company will pay all stamp and other duties, if any, which may be
imposed by the United States or the United Kingdom or any political
subdivision thereof or taxing authority thereof or therein with respect to the
issuance or conversion of the Notes, or with respect to the Indenture. The
Company will not be required to make any payment with respect to any other
tax, assessment or governmental charge imposed by any government or any
political subdivision thereof or taxing authority thereof or therein.
DEPOSITORY PROCEDURES WITH RESPECT TO REGISTERED GLOBAL NOTES
With respect to the Registered Global Notes, DTC has advised the Company as
follows: DTC is a limited purpose trust company organized under the laws of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. DTC was created to hold securities for its participating
organizations (collectively, the "Participants") and to facilitate the
clearance and settlement of transactions in those securities between
Participants through electronic book-entry changes in account of its
Participants, thereby eliminating the need for physical movement of securities
certificates. The Participants include securities brokers and dealers, banks
(including the Trustee), trust companies, clearing corporations and certain
other organizations. Access to DTC's system is also available to other
entities such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Participant, either
directly or indirectly (collectively, the "Indirect Participants"). Persons
who are not Participants may beneficially own securities held by or on behalf
of DTC only through the Participants or the Indirect Participants. The
ownership interest and transfers of the ownership interest of each actual
purchaser of each security held by or on behalf of DTC are recorded on the
records of the Participants and Indirect Participants.
DTC has also advised the Company that pursuant to procedures established by
it, (i) upon deposit of the Registered Global Notes, DTC will credit the
accounts of Participants designated by the Initial Purchasers with portions of
the principal amount of the Registered Global Notes and (ii) ownership of such
interests in the
18
<PAGE>
Registered Global Notes will be shown on, and the transfer of ownership
thereof will be effected only through, records maintained by DTC (with respect
to the Participants) or by the Participants and the Indirect Participants
(with respect to other owners of beneficial interest in the Registered Global
Notes).
Investors in the Restricted Global Note may hold their interests therein
directly through DTC, if they are Participants in such system, or indirectly
through organizations (including Euroclear and CEDEL) which are Participants
in such system. All interests in a Registered Global Note may be subject to
the procedures and requirements of DTC.
The laws of some states require that certain persons take physical delivery
in definitive form of securities that they own. Consequently, the ability to
transfer beneficial interests in a Registered Global Note to such persons may
be limited to that extent. Because DTC can act only on behalf of its
Participants, which in turn act on behalf of Indirect Participants and certain
banks, the ability of a person having beneficial interest in a Registered
Global Note to pledge such interests to persons or entities that do not
participate in the DTC system, or otherwise take actions in respect of such
interests, may be affected by the lack of a physical certificate evidencing
such interests.
OWNERS OF INTERESTS IN THE REGISTERED GLOBAL NOTES WILL NOT HAVE NOTES
REGISTERED IN THEIR NAMES, WILL NOT RECEIVE PHYSICAL DELIVERY OF NOTES IN
CERTIFICATED FORM AND WILL NOT BE CONSIDERED THE REGISTERED OWNERS OR HOLDERS
THEREOF UNDER THE INDENTURE FOR ANY PURPOSE.
Payments in respect of the principal of (and premium, if any) and interest
on any Registered Global Note registered in the name of DTC or its nominee
will be payable to DTC or its nominee in its capacity as the registered owner
or Holder under the Indenture. Under the terms of the Indenture, the Company
and the Trustee will treat the persons in whose names the Notes, including the
Registered Global Notes, are registered as the owners thereof for the purpose
of receiving such payments and for any and all other purposes whatsoever.
Consequently, neither the Company, the Trustee nor any agent of the Company or
the Trustee will have any responsibility or liability for (i) any aspect of
DTC's records or any Participant's or Indirect Participant's records relating
to or payments made on account of beneficial ownership interests in the
Registered Global Notes, or for maintaining, supervising or reviewing any of
DTC's records or any Participant's or Indirect Participant's records relating
to the beneficial ownership interests in the Registered Global Notes, or (ii)
any other matter relating to the actions and practices of DTC or any of its
Participants or Indirect Participants.
DTC has advised the Company that its current practice, upon receipt of any
payment in respect of interests in securities such as the Registered Global
Notes (including principal and interest) held by it or its nominee, is to
credit the accounts of the relevant Participants with the payment on the
payment date, in amounts proportionate to their respective holdings in
principal amount of beneficial interests in the relevant security such as the
Registered Global Notes as shown on the records of DTC, unless DTC has reason
to believe it will not receive payment on such payment date. Payments by the
Participants and the Indirect Participants to the beneficial owners of Notes
will be governed by standing instructions and customary practices, as is now
the case with securities held for the accounts of customers registered in
"street name." Such payments will be the responsibility of the Participants or
the Indirect Participants and will not be the responsibility of DTC, the
Trustee or the Company.
In order to convert a Note represented by a Registered Global Note, the
beneficial owner of such Note must give notice of its election to convert such
Note, through its Direct or Indirect Participant, to the conversion agent, and
must effect delivery of such Note by causing the Direct Participant to
transfer its interest in such Note, on DTC's records, to the conversion agent.
The requirement for physical delivery of any Notes represented by a Registered
Global Note in connection with a conversion request will be deemed satisfied
when the beneficial ownership rights in such Notes are transferred by Direct
Participants on DTC's records.
In order to exercise a right of repurchase following a Designated Event, the
beneficial owner of a Note represented by a Registered Global Note must give
notice of its election to exercise such right of repurchase,
19
<PAGE>
through its Direct or Indirect Participant, to the Trustee and must effect
delivery of such Note by causing the Direct Participant to transfer its
interest in such Note, on DTC's records, to the Trustee. The requirement for
physical delivery of any Notes represented by a Registered Global Note in
connection with a demand for repurchase will be deemed satisfied when the
beneficial ownership rights in such Notes are transferred by Direct
Participants on DTC's records.
Transfers of beneficial interests in the Restricted Global Note between
Participants in DTC will be effected in accordance with DTC's procedures, and
such beneficial interests will trade in DTC's Same-Day Funds Settlement
System. Consequently, secondary market trading activity in such interests will
settle in immediately available funds.
DTC has advised the Company that it will take any action permitted to be
taken by a Holder of Notes (including conversion and repurchase of Notes) only
at the direction of one or more Participants to whose account with DTC
interests in the Registered Global Notes are credited and only in respect of
such portion of the aggregate principal amount of the Notes as to which such
Participant or Participants has or have given such direction. However, if
there is an Event of Default under the Indenture, DTC reserves the right to
exchange the Registered Global Notes for Notes in certificated form, and to
distribute such Notes to its Participants.
GOVERNING LAW
The Notes and the Indenture are governed by the laws of the State of New
York. (Section 112)
CONCERNING THE TRUSTEE
The Indenture will contain certain limitations on the rights of the Trustee,
should it become a creditor of the Company, to obtain payment of claims in
certain cases, or to realize on certain property received in respect of any
such claim as security or otherwise. The Trustee will be permitted to engage
in other transactions with the Company; provided, however, if it acquires any
conflicting interest and there exists a default with respect to the Notes, it
must eliminate such conflict or resign. (Sections 608 and 613)
DESCRIPTION OF CAPITAL STOCK
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
The authorized capital stock of the Company consists of 35,000,000 shares of
Common Stock, par value $.01 per share, of which 21,081,133 shares were issued
and outstanding as of March 31, 1996; and 8,000,000 shares of preferred stock,
par value $.01 per share (the "Preferred Stock"), of which no shares are
issued. The following summary description of the capital stock of the Company
is qualified in its entirety by reference to the Company's Certificate of
Incorporation, as amended, and Bylaws, copies of which are filed as exhibits
to documents filed with the Commission and which are available upon request.
See "Available Information."
COMMON STOCK
Subject to any preferential rights of any outstanding shares of Preferred
Stock, the holders of the Common Stock are entitled to such dividends as may
be declared from time to time in the discretion of the Board of Directors out
of funds legally available therefor. Holders of Common Stock are entitled to
share ratably in the net assets of the Company upon liquidation after payment
or provision for all liabilities and any preferential liquidation rights of
any Preferred Stock then outstanding. The rights of holders of Common Stock
are subject to the rights of holders of any Preferred Stock which may be
issued in the future. The holders of Common Stock have no preemptive rights to
purchase additional shares of capital stock of the Company. Shares of Common
Stock are not subject to any redemption or sinking fund provisions and are not
convertible into any other securities of the Company. All outstanding shares
of Common Stock are, and all shares of Common Stock issuable upon conversion
of the Notes will be when so issued, validly issued, fully paid and
nonassessable.
20
<PAGE>
The Company's capital stock has noncumulative voting rights, meaning that
the holders of more than 50% of the voting power of the shares voting for the
election of directors can elect 100% of the directors if they choose to do so.
In such event, the holders of the remaining less-than-50% of the voting power
of the shares voting for the election of directors will not be able to elect
any directors.
PREFERRED STOCK
The Board of Directors of the Company is empowered, without approval of the
stockholders, to cause shares of Preferred Stock to be issued in one or more
series, with the number of shares of each series and the rights, preferences
and limitations of each series to be determined by it. Among the specific
matters that may be determined by the Board of Directors are the description
and number of shares to constitute each series, the annual dividend rates,
whether such dividends shall be cumulative, the time and price of redemption
and the liquidation preference applicable to the series, whether the series
will be subject to the operation of a "sinking" or "purchase" fund and, if so,
the terms and provisions thereof, whether the shares of such series shall be
convertible into shares of any other class or classes and the terms and
provisions of such conversion rights, and the voting powers, if any, of the
shares of such series. The Board of Directors may change the designation,
rights, preferences, descriptions and terms of, and the number of shares in,
any series of which no shares have theretofore been issued.
The issuance of one or more series of Preferred Stock could adversely affect
the voting power of the holders of the Common Stock and could have the effect
of discouraging or making more difficult any attempt by a person or group to
obtain control of the Company. See "--Rights Plan."
LISTING
The Common Stock is traded in the Nasdaq National Market under the symbol
"OLOG."
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is ChaseMellon
Shareholder Services, 450 West 33rd Street, New York, New York 10001.
DELAWARE LAW AND CERTAIN CHARTER AND BYLAW PROVISIONS
The Company is subject to Section 203 of the Delaware General Corporation
Law (the "DGCL"). In general, Section 203 prevents an interested stockholder
(defined generally as any person owning 15% or more of a Delaware
corporation's outstanding voting stock) from engaging in a business
combination (as defined herein) with a Delaware corporation for a period of
three years from the date such person becomes an interested stockholder,
unless (i) before such person became an interested stockholder, the board of
directors of the corporation approved the transaction in which the interested
stockholder became an interested stockholder or approved the business
combination; (ii) upon consummation of the transaction that resulted in the
interested stockholder's becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding stock held by
directors who are also officers of the corporation and any employee stock
plans that do not provide employees with the rights to determine
confidentially whether the shares held subject to the plan will be tendered in
a tender or exchange offer); or (iii) following the transaction in which such
person became an interested stockholder, the business combination is approved
by the board of directors of the corporation and authorized at a meeting of
stockholders by the affirmative vote of the holders of at least two-thirds of
the outstanding voting stock of the corporation not owned by the interested
stockholder. Under Section 203, the restrictions described above also do not
apply to certain business combinations proposed by an interested stockholder
following the announcement or notification of one of certain extraordinary
transactions involving the corporation and a person who had not been an
interested stockholder with the approval of a majority of the directors who
were directors prior to any person becoming an interested stockholder during
the previous three years or who were recommended for election or
21
<PAGE>
elected to succeed such directors by a majority of such directors. By
restricting the ability of the Company to engage in business combinations with
an interested person, the application of Section 203 to the Company may
provide a barrier to hostile or unwanted takeovers.
Pursuant to provisions of the DGCL, the Company has included in its
Certificate of Incorporation a provision that, to the fullest extent permitted
by the DGCL, the Company's directors will not be liable for monetary damages
for breach of their fiduciary duty of care to the Company and its
stockholders. The DGCL provides that directors of a company will not be
personally liable for monetary damages for breach of their fiduciary duties as
directors, except for liability (i) for any breach of their duty of loyalty to
the company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL (unlawful payments of dividends or unlawful
stock repurchases or redemptions), or (iv) for any transaction from which the
director derived an improper personal benefit. This provision also does not
affect a director's responsibilities under any other laws, such as the federal
securities laws or state or federal environmental laws.
The Company's Bylaws also contain provisions that require the Company to
indemnify its directors, officers, employees or other agents to the fullest
extent permitted by the DGCL, and to advance expenses to its officers and
directors as incurred. In addition, the Company has in place employment
agreements with directors and certain of its officers providing coverage that
is substantially identical to the indemnification provisions in the Bylaws.
RIGHTS PLAN
OLOG adopted a stockholder rights plan on February 9, 1996, designed to
assure that the Company's stockholders receive fair and equal treatment in the
event of any proposed takeover of the Company and to guard against partial
tender offers, squeeze-outs, open market accumulations, and other abusive
tactics to gain control with out paying all stockholders a fair price. The
rights plan was not adopted in response to any specific takeover proposal.
Under the rights plan, OLOG declared a dividend of one right ("Right") on each
share of the Common Stock. Each Right will entitle the holder to purchase one
one-hundredth of a share of a new Series A Junior Participating Preferred
Stock, par value $1.00 per share, at an exercise price of $50.00. Each Right
will entitle its holder to purchase a number of common shares of the Company
having a market value of twice the exercise price. The Rights are not
currently exercisable and will become exercisable only in the event a person
or group acquires beneficial ownership of 10% or more of the Common Stock. The
dividend distribution was made on February 29, 1996 to stockholders of record
on that date and the Rights accompany shares of Common Stock issued after that
date. The Rights will expire on February 26, 2006.
PLAN OF DISTRIBUTION
The Notes were issued to the Selling Securityholders in connection with an
underwritten private placement or in an offshore placement in connection with
an acquisition. The Notes and Common Stock may be sold from time to time by
the Selling Securityholders. The Selling Securityholders may from time to time
sell all or a portion of the Notes or Common Stock in transactions on the
Nasdaq National Market, in the over-the-counter market, in negotiated
transactions, or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Notes or Common Stock may be sold directly
or through broker-dealers. If the Notes or Common Stock are sold through
broker-dealers, the Selling Securityholders may pay brokerage commissions and
charges. The methods by which the Notes and Common Stock may be sold include
(a) a block trade (which may involve crosses) in which the broker or dealer so
engaged will attempt to sell the securities as agent but may position and
resell a portion of the block as principal to facilitate the transaction; (b)
purchases by a broker or dealer as principal and resale by such broker or
dealer for its own account pursuant to this Prospectus; (c) exchange
distributions and/or secondary distributions in accordance with the rules of
the Nasdaq National Market; (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (e) privately
negotiated transactions.
22
<PAGE>
Pursuant to the provisions of the Registration Rights Agreement entered into
by and between the Company and Jefferies & Company, Inc., Simmons & Company
International and Johnson Rice & Company L.L.C., the Company will pay the
costs and expenses incident to its registration and qualification of the Notes
and Common Stock offered hereby, including registration and filing fees. In
addition, the Company has agreed to indemnify the Selling Securityholders
against certain liabilities, including liabilities arising under the
Securities Act.
The Selling Securityholders and any broker-dealer participating in the
distribution of the Notes or Common Stock may be deemed to be "underwriters"
within the meaning of the Securities Act, and any profit and any commissions
paid or any discounts or concessions allowed to any such broker-dealer may be
deemed to be underwriting discounts and commissions under the Securities Act.
The Selling Securityholders may indemnify any broker-dealer that participates
in transactions involving the sale of Notes or Common Stock against certain
liabilities, including liabilities under the Securities Act.
There can be no assurances that the Selling Securityholders will sell any or
all of the Notes or Common Stock offered by them hereunder.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon by
Fulbright & Jaworski L.L.P., Houston, Texas. Howard Wolf, a partner in such
firm and a director of the Company, beneficially owns 42,990 shares of Common
Stock.
EXPERTS
The audited financial statements and schedules of Offshore Logistics, Inc.
and subsidiaries incorporated by reference in this prospectus and elsewhere in
the registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm
as experts in giving said reports.
The consolidated financial statements of Bristow Helicopters Group Limited
and subsidiaries at 31 December 1995 and 1994, and for each of the years in
the three-year period ended 31 December 1995, have been incorporated by
reference in reliance upon the report of KPMG London, England, Chartered
Accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
23
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMA-
TION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPEC-
TUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AU-
THORIZED BY THE COMPANY BY ANY SELLING SECURITYHOLDER OR UNDERWRITER. THIS PRO-
SPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDIC-
TION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PER-
SON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO TO ANYONE TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UN-
DER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Information by Reference.......................... 2
Recent Developments........................................................ 3
Forward Looking Statements................................................. 4
Risk Factors............................................................... 4
Selling Securityholders.................................................... 9
Description of the Notes................................................... 11
Description of Capital Stock............................................... 20
Plan of Distribution....................................................... 22
Legal Matters.............................................................. 23
Experts.................................................................... 23
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
OFFSHORE LOGISTICS, INC.
6% CONVERTIBLE SUBORDINATED NOTES
DUE 2003
COMMON STOCK
----------------
PROSPECTUS
----------------
June , 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses, all of which will be paid by the Registrant, in connection
with the registration of Notes offered hereby, other than commissions, are as
follows:
<TABLE>
<S> <C>
SEC Registration Fee........................................... $ 29,696.97
Printing and Engraving Expenses................................ 30,000.00*
Legal Fees and Expenses........................................ 25,000.00*
Accounting Fees and Expenses................................... 15,000.00*
Miscellaneous.................................................. 5,000.00*
-----------
Total........................................................ $104,696.97*
===========
</TABLE>
- --------
* Estimate
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers under certain circumstances for liabilities incurred in
connection with their activities in such capacities (including reimbursement
of expenses incurred). Article 6 of the Registrant's Bylaws provide that the
Registrant shall indemnify directors and officers of the corporation to the
fullest extent and in the manner set forth in and permitted by the Delaware
General Corporation Law. In addition, the Registrant maintains an insurance
policy that indemnifies directors and officers against certain liabilities.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<CAPTION>
INCORPORATED BY
REFERENCE TO
REGISTRATION OR FORM OR EXHIBIT
EXHIBITS FILE NUMBER REPORT DATE NUMBER
-------- --------------- ------- -------- -------
<C> <S> <C> <C> <C> <C>
2 Plan of acquisition,
reorganization,
arrangement, liquidation
or succession
(1) Master Agreement 0-5232 8-K Dec 1996 2(1)
dated December 12,
1996, between the
Registrant and the
other parties named
therein
4 Instruments defining the
rights of security
holders, including
indentures
(1) Delaware Certificate 0-5232 10-K Jun 1989 3(10)
of Incorporation
(2) Agreement and Plan of 0-5232 10-K Jun 1989 3(11)
Merger dated December
29, 1987
(3) Certificate of Merger 0-5232 10-K Jun 1990 3(3)
dated December 29,
1987
(4) Certificate of 0-5232 10-K Jun 1990 3(4)
Correction of
Certificate of Merger
dated January 20,
1988
(5) Certificate of 0-5232 10-K Jun 1990 3(5)
Amendment of
Certificate of
Incorporation dated
November 30, 1989
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
INCORPORATED BY
REFERENCE TO
REGISTRATION OR FORM OR EXHIBIT
EXHIBITS FILE NUMBER REPORT DATE NUMBER
-------- --------------- ------- -------- -------
<C> <S> <C> <C> <C> <C>
(6) Certificate of 0-5232 8-K Dec 1992 3
Amendment of
Certificate of
Incorporation dated
December 9, 1992
(7) Rights Agreement and 0-5232 8-A Feb 1996 4
Form of Rights
Certificate
(8) Amended and Restated 0-5232 8-K Feb 1996 3(7)
By-laws
(9) Certificate of 0-5232 10-K Jun 1996 3(9)
Designation of Series
A Junior
Participating
Preferred Stock
(10) Indenture dated as of 0-5232 10-Q Dec 1996 4(1)
December 15, 1996,
between Fleet
National Bank and the
Registrant
(11) Registration Rights 0-5232 10-Q Dec 1996 4(2)
Agreement dated
December 17, 1996,
between the
Registrant and
Jefferies & Company,
Inc., Simmons &
Company International
and Johnson Rice &
Company L.L.C.
(12) First Amendment to 0-5232 8-A/A May 1997 5
Rights Agreement
*5 Opinion re legality
(1) Opinion of Fulbright
& Jaworski L.L.P.
23 Consents of experts and
counsel
*(1) Consent of Fulbright
& Jaworski L.L.P.
(set forth in Exhibit
(5)(1))
(2) Consent of Arthur
Andersen LLP
(3) Consent of KPMG
*24 Powers of Attorney
(1) Powers of Attorney
(included under the
caption "Power of
Attorney and
Signatures")
*25 Statement of eligibility
of Trustee
(1) Form T-1 of Fleet
National Bank
</TABLE>
- --------
* previously filed
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) (i) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(ii) To include any prospectus required in Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(iii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of Prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iv) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
II-2
<PAGE>
PROVIDED, HOWEVER, that paragraphs (1)(ii) and (1)(iii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to section 13(a)
or section 15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to
registration statement to be signed on its behalf by the undersigned, there
unto duly authorized in the City of Lafayette, State of Louisiana on June 11,
1997.
OFFSHORE LOGISTICS, INC.
/s/ George M. Small
By:____________________________________
George M. Small
Vice President--Chief Financial
Officer
(Principal Financial and Accounting
Officer)
POWER OF ATTORNEY AND SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this amendment
to registration statement has been signed below by the following persons in
the capacities and on the date indicated:
<TABLE>
<S> <C> <C>
James B. Clement* Chairman of the Board,
____________________________________ President, Chief Executive
James B. Clement Officer, and Director
Peter N. Buckley* Director
____________________________________
Peter N. Buckley
Jonathan H. Cartwright* Director
____________________________________
Jonathan H. Cartwright
Louis F. Crane* Director
____________________________________
Louis F. Crane
David S. Foster* Director
____________________________________
David S. Foster
David M. Johnson* Director June 11, 1997
____________________________________
David M. Johnson
Kenneth M. Jones* Director
____________________________________
Kenneth M. Jones
Harry C. Sager* Director
____________________________________
Harry C. Sager
George M. Small* Vice President, Chief
____________________________________ Financial Officer, and
George M. Small Director
Howard Wolf* Director
____________________________________
Howard Wolf
</TABLE>
/s/ George M. Small
*By:___________________________
George M. Small
Attorney-in-Fact
II-4
<PAGE>
EXHIBIT 23(2)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated August 15, 1996
included in Offshore Logistics, Inc.'s Form 10K for the year ended June 30,
1996 and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
New Orleans, Louisiana
June 11, 1997
<PAGE>
EXHIBIT 23(3)
ACCOUNTANTS' CONSENT
The Board of Directors
Bristow Helicopters Group Limited
We consent to the incorporation by reference in the registration statement on
Form S-3 of Offshore Logistics, Inc. filed on March 14, 1997 of our report
dated 15 April 1996 with respect to the consolidated balance sheets of Bristow
Helicopters Group Limited and subsidiaries at 31 December 1995 and 1994, and
the related consolidated profit and loss accounts, reconciliation of movements
in shareholders' funds, statements of total recognized gains and losses, and
cash flow statements for each of the years in the three-year period ended 31
December 1995, which report appears in the Form 8-K of Offshore Logistics,
Inc. dated January 4, 1997.
KPMG
Chartered Accountants
Registered Auditors
London, England
June 12, 1997
