UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
__________________
OFFSHORE LOGISTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 72-0679819
(State of incorporation) (I.R.S. employer identification number)
224 Rue de Jean 70505
P.O. Box 5-C (Zip Code)
Lafayette, Louisiana
Registrant's telephone number, including area code:
(318) 233-1221
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box. / /
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2), please check the following
box. / /
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Preferred Share Purchase Rights
(Title of Class)<PAGE>
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On May 6, 1997, the Board of Directors of Offshore Logistics,
Inc., a Delaware corporation (the "Company"), approved a First
Amendment, dated as of May 6, 1997 (the "First Amendment"), to the
Rights Agreement, dated as of February 29, 1996 (as amended, the
"Rights Agreement" (except where the context otherwise requires)),
between the Company and ChaseMellon Shareholder Services, L.L.C.
(formerly Chemical Mellon Shareholder Services, L.L.C.), as Rights
Agent (the "Rights Agent"). The First Amendment reduced certain
percentages in the Rights Agreement from 20% to 10%.
The following is a description of the Company's Rights
Agreement, as amended.
On February 8, 1996, the Board of Directors of the Company
declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of common stock, par value $.01 per share
(the "Common Shares"), of the Company. The dividend was payable on
February 29, 1996 (the "Record Date") to the stockholders of record on
that date. Each Right entitles the registered holder to purchase from
the Company one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred
Shares"), of the Company at a price of $50.00 per one one-hundredth of
a Preferred Share (the "Purchase Price"), subject to adjustment. The
First Amendment was executed on May 6, 1997. The description and terms
of the Rights are set forth in the Rights Agreement, including the
First Amendment.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") have acquired beneficial ownership of 10% or
more of the outstanding Common Shares or (ii) 10 business days (or such
later date as may be determined by action of the Board of Directors
prior to such time as any person or group of affiliated persons becomes
an Acquiring Person) following the commencement of, or announcement of
an intention to make, a tender offer or exchange offer the consummation
of which would result in the beneficial ownership by a person or group
of 10% or more of the outstanding Common Shares (the earlier of such
dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate
with a copy of this Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights
will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights),
new Common Share certificates issued after the Record Date upon
transfer or new issuance of Common Shares will contain a notation
incorporating the Rights Agreement by reference. Until the
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Distribution Date (or earlier redemption or expiration of the Rights),
the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or a copy
of this Summary of Rights being attached thereto, will also constitute
the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares
as of the close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on February 28, 2006 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case,
as described below.
The Purchase Price payable, and the number of Preferred
Shares or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision, combination
or reclassification of, the Preferred Shares, (ii) upon the grant to
holders of the Preferred Shares of certain rights or warrants to
subscribe for or purchase Preferred Shares at a price, or securities
convertible into Preferred Shares with a conversion price, less than
the then-current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends paid
out of earnings or retained earnings or dividends payable in Preferred
Shares) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights and the number of one one-
hundredths of a Preferred Share issuable upon exercise of each Right
are also subject to adjustment in the event of a stock split of the
Common Shares or a stock dividend on the Common Shares payable in
Common Shares or subdivisions, consolidations or combinations of the
Common Shares occurring, in any such case, prior to the Distribution
Date.
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be
entitled to an aggregate dividend of 100 times the dividend declared
per Common Share. In the event of liquidation, the holders of the
Preferred Shares will be entitled to a minimum preferential liquidation
payment of $100 per share but will be entitled to an aggregate payment
of 100 times the payment made per Common Share. Each Preferred Share
will have 100 votes, voting together with the Common Shares. Finally,
in the event of any merger, consolidation or other transaction in which
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Common Shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per Common Share. These rights
are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth
interest in a Preferred Share purchasable upon exercise of each Right
should approximate the value of one Common Share.
In the event that the Company is acquired in a merger or
other business combination transaction or 50% or more of its
consolidated assets or earning power are sold after a person or group
has become an Acquiring Person, proper provision will be made so that
each holder of a Right will thereafter have the right to receive, upon
the exercise thereof at the then current exercise price of the Right,
that number of shares of common stock of the acquiring company which at
the time of such transaction will have a market value of two times the
exercise price of the Right. In the event that any person or group of
affiliated or associated persons becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than
Rights beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to receive upon
exercise that number of Common Shares having a market value of two
times the exercise price of the Right.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or
more of the outstanding Common Shares, the Board of Directors of the
Company may exchange the Rights (other than Rights owned by such person
or group which will have become void), in whole or in part, at an
exchange ratio of one Common Share, or one one-hundredth of a Preferred
Share (or of a share of a class or series of the Company's preferred
stock having equivalent rights, preferences and privileges), per Right
(subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of
at least 1% in such Purchase Price. No fractional Preferred Shares
will be issued (other than fractions which are integral multiples of
one one-hundredth of a Preferred Share, which may, at the election of
the Company, be evidenced by depositary receipts) and, in lieu thereof,
an adjustment in cash will be made based on the market price of the
Preferred Shares on the last trading day prior to the date of exercise.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 10% or more
of the outstanding Common Shares, the Board of Directors of the Company
may redeem the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"). The redemption of the Rights may be
made effective at such time on such basis with such conditions as the
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Board of Directors in its sole discretion may establish. Immediately
upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the
Rights, including an amendment to lower certain thresholds described
above to not less than the greater of (i) the sum of .001% and the
largest percentage of the outstanding Common Shares then known to the
Company to be beneficially owned by any person or group of affiliated
or associated persons and (ii) 10%, except that from and after such
time as any person or group of affiliated or associated persons becomes
an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights. The First Amendment reduced
the threshold percentage indicated above to 10%.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
As of February 29, 1996, there were 19,489,467 Common Shares
issued and outstanding, and an aggregate of an additional 1,888,000
Common Shares reserved for issuance under the Company's employee stock
option plans, Non-employee director stock option plan and agreements,
and Class B warrants. The Company's Board of Directors has initially
reserved for issuance upon exercise of the Rights 1,000,000 Preferred
Shares, which number is subject to adjustment from time to time in ac-
cordance with the Rights Agreement.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to
acquire the Company in a manner or on terms not approved by the Board
of Directors. The Rights, however, should not deter any prospective
offeror willing to negotiate in good faith with the Board of Directors,
nor should the Rights interfere with any merger or business combination
approved by the Board of Directors of the Company prior to an Acquiring
Person's acquiring 10 percent or more of the Common Shares.
A copy of each of the Rights Agreement and the First
Amendment between the Company and the Rights Agent specifying the terms
of the Rights is filed as an exhibit to this Registration Statement and
incorporated herein by reference. The foregoing description of the
Rights does not purport to be complete and is qualified in its entirety
by reference to the Rights Agreement, as amended by the First
Amendment.
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ITEM 2. EXHIBITS.
4. Rights Agreement, dated as of February 29, 1996,
between Offshore Logistics, Inc. and Chemical Mellon
Shareholders Services, L.L.C., which includes as
Exhibit B the form of Right Certificate (filed as
Exhibit 4 to the Company's Form 8-A dated February
29, 1996).
5. First Amendment, dated as of May 6, 1997, to the
Rights Agreement, dated as of February 29, 1996,
between Offshore Logistics, Inc., and ChaseMellon
Shareholder Services, L.L.C. (formerly Chemical
Mellon Shareholder Services, L.L.C.), as Rights
Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, as amended, the registrant has
duly caused this registration statement to be signed on its behalf
by the undersigned thereto duly authorized.
OFFSHORE LOGISTICS, INC.
Date: May 7, 1997 By: /s/ George M. Small
George M. Small
Vice President, Chief Financial
Officer, and Treasurer
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INDEX TO EXHIBITS
Exhibit Description
4 Rights Agreement, dated as of February 29, 1996,
between Offshore Logistics, Inc. and Chemical
Mellon Shareholders Services, L.L.C., which in-
cludes as Exhibit B thereto the Form of Right
Certificate (filed as Exhibit 4 to the Company's
Form 8-A dated February 29, 1996).
5 First Amendment, dated as of May 6, 1997, to the
Rights Agreement, dated as of February 29, 1996,
between Offshore Logistics, Inc., and ChaseMellon
Shareholder Services, L.L.C. (formerly Chemical
Mellon Shareholder Services, L.L.C.), as Rights
Agent.
-8-
Exhibit 5
FIRST AMENDMENT TO RIGHTS AGREEMENT
FIRST AMENDMENT (the "Amendment"), dated as of May 6,
1997, to the Rights Agreement, dated as of February 29, 1996
(the "Rights Agreement"), between Offshore Logistics, Inc., a
Delaware corporation (the "Company") and ChaseMellon Share-
holder Services, L.L.C. (formerly Chemical Mellon Shareholder
Services, L.L.C.), as Rights Agent (the "Rights Agent").
The Company and the Rights Agent have heretofore executed
and entered into the Rights Agreement. Pursuant to Section 27
of the Rights Agreement, the Company and the Rights Agent may
from time to time supplement or amend the Rights Agreement in
accordance with the provisions thereof. All acts and things
necessary to make this Amendment a valid agreement, enforceable
according to its terms, have been done and performed, and the
execution and delivery of this Amendment by the Company and the
Rights Agent have been in all respects duly authorized by the
Company and the Rights Agent.
In consideration of the foregoing and the mutual
agreements set forth herein, the parties hereto agree as
follows:
1. Section 1(a) of the Rights Agreement is hereby
amended by deleting each reference to "20%" in such section and
replacing each such reference with "10%".
2. Section 3(a) of the Rights Agreement is hereby
amended by deleting the reference to "20%" in clause (ii)
thereof and replacing such reference with "10%".
3. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with
the laws of such State applicable to contracts to be made and
performed entirely within such State.
4. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but such
counterparts shall together constitute one and the same
instrument. Terms not defined herein shall, unless the context
otherwise requires, have the meanings assigned to such terms in
the Rights Agreement.
5. In all respects not inconsistent with the terms and
provisions of this Amendment, the Rights Agreement is hereby
ratified, adopted, approved and confirmed. In executing and
delivering this Amendment, the Rights Agent shall be entitled
to all of the privileges and immunities afforded to the Rights
Agent under the terms and conditions of the Rights Agreement.<PAGE>
6. If any term, provision, covenant or restriction of
this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions
of this Amendment, and of the Rights Agreement, shall remain in
full force and effect and shall in no way be affected, impaired
or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the date
and year first above written.
Attest: OFFSHORE LOGISTICS, INC.
By: /s/ Patricia Como By: /s/ George M. Small
Name: Patricia Como Name: George M. Small
Title: Corporate Controller Title: Vice President and
Chief Financial
Officer
Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Joseph Flood By: /s/ Jared Fassler
Name: Joseph Flood Name: Jared Fassler
Title: Assistant Vice Title: Assistant Vice
President President
