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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-23355
SUPPLEMENT NO. 1 DATED AUGUST 18, 1997
TO PROSPECTUS DATED JUNE 13, 1997
RELATING TO $98,000,000 PRINCIPAL AMOUNT
6% CONVERTIBLE SUBORDINATED NOTES DUE 2003 AND
4,286,964 SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF
OFFSHORE LOGISTICS, INC.
All capitalized terms used but not defined herein shall have the meanings
prescribed in the Prospectus dated June 13, 1997, forming a part of the
Registration Statement on Form S-3, File No. 333-23355. Any cross references in
this Supplement refer to portions of the Prospectus.
The purpose of this supplement is to provide additional information
regarding the Selling Securityholders. In addition to the Selling
Securityholders named in the Prospectus, the following table sets forth the name
of each additional Selling Securityholder and relationship, if any, with the
Company and (i) the amount of Notes owned by each additional Selling
Securityholder as of August 14, 1997 (subject to the qualification set forth
below), (ii) the maximum amount of Notes which may be offered for the account of
such Selling Securityholder as of August 14, 1997 and (iii) the maximum amount
of Common Stock which may be offered for the account of such Selling
Securityholder under the Prospectus.
<TABLE>
<CAPTION>
PRINCIPAL
PRINCIPAL AMOUNT OF COMMON STOCK COMMON STOCK
NAME OF SELLING AMOUNT OF NOTES OFFERED OWNED PRIOR TO OFFERED
SECURITYHOLDER NOTES OWNED HEREBY OFFERING (1) HEREBY (2)
<S> <C> <C> <C> <C>
Associated Electric and
Gas Insurance $ 300,000 $ 300,000 13,123 13,123
Champion International
Corp. Master
Retirement Trust 750,000 750,000 32,808 32,808
Delta Airlines Master Trust 1,700,000 1,700,000 74,365 74,365
The Dow Chemical Company Employees
Retirement Plan 1,000,000 1,000,000 43,744 43,744
The Fondren Foundation 50,000 50,000 2,187 2,187
Lindner Dividend Fund 3,230,000 3,230,000 141,294 141,294
Lincoln National
Convertible Securities Fund 1,775,000 1,775,000 77,646 77,646
Lincoln National Life Insurance 4,615,000 4,615,000 201,881 201,881
Port Authority of Allegheny County
Retirement and Disability Allowance
Plan for Employees Represented by Local 85
of the Amalgamated Transit Union 850,000 850,000 37,182 37,182
RJR Nabisco Defined
Benefit Master Trust 700,000 700,000 30,621 30,621
United Food and Commercial Workers
Local 1262 and Employees Pension Fund 285,000 285,000 12,467 12,467
United National Life Insurance 85,000 85,000 3,718 3,718
Walker Art Center 250,000 250,000 10,936 10,936
Weirton Trust 525,000 525,000 22,965 22,965
----------- ----------- ------- -------
TOTAL................... $16,115,000 $16,115,000 704,937 704,937
=========== =========== ======= =======
</TABLE>
(1) Comprises the shares of Common Stock into which the Notes held by such
Selling Securityholder are convertible at the initial conversion rate. 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.
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(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 the Prospectus forms a part. 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. Fractional shares will not be issued upon conversion of the
Notes; rather, cash will be paid in lieu of fractional shares, if any.
Because the Selling Securityholders may, pursuant to this Prospectus, offer
all or some portion of the Notes they presently hold, no estimate can be given
as to the amount of the Notes 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 since the date on which they provided the information
regarding their Notes, in transactions exempt from the registration requirements
of the Securities Act. See "Plan of Distribution."
The Company may from time to time, in accordance with the Registration
Rights Agreement, include additional Selling Securityholders in future
supplements to the Prospectus.
