<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
OFFSHORE LOGISTICS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock ($.01 par value)
- --------------------------------------------------------------------------------
(Title of Class of Securities)
676255 102
- --------------------------------------------------------------------------------
(CUSIP Number)
Mr. Graeme P. Denison
Caledonia Investments plc
Cayzer House
1 Thomas More Street
London E1 9AR
44-0171-481-4343
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 19, 1996
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box [__].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 11 Pages
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SCHEDULE 13D
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CUSIP NO. 676255 102 PAGE 2 OF 11 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Caledonia Industrial & Services Limited
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
England
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,628,083*
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,628,083*
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,628,083*
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [_]
(See Instructions)
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See instructions)
14
CO
- ------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDING BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
____________________
* Includes 328,083 shares of Common Stock that the Reporting Person has
a right to acquire upon conversion of $7,500,000 of Convertible Subordinated
Notes due 2003 (the "Notes") of the Issuer at an assumed conversion price of
$22.86 per share.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 676255 102 PAGE 3 OF 11 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Caledonia Investments plc
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS (See instructions)
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
England
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,628,083**
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,628,083*
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,628,083*
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [_]
(See Instructions)
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDING BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
_____________________
** Includes 328,083 shares of Common Stock that the Reporting Person has
a right to acquire upon conversion of $7,500,000 of Convertible Subordinated
Notes due 2003 (the "Notes") of the Issuer at an assumed conversion price of
$22.86 per share.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 676255 102 PAGE 4 OF 11 PAGES
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- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Cayzer Trust Company Limited
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
England
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,628,083***
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,628,083*
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,628,083*
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [_]
(See Instructions)
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDING BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
_______________________
***Includes 328,083 shares of Common Stock that the Reporting Person has
a right to acquire upon conversion of $7,500,000 of Convertible Subordinated
Notes due 2003 (the "Notes") of the Issuer at an assumed conversion price of
$22.86 per share.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 676255 102 PAGE 5 OF 11 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sterling Industries PLC
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
England
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,628,083****
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,628,083*
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,628,083*
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [_]
(See Instructions)
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDING BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
_________________
****Includes 328,083 shares of Common Stock that the Reporting Person
has a right to acquire upon conversion of $7,500,000 of Convertible Subordinated
Notes due 2003 (the "Notes") of the Issuer at an assumed conversion price of
$22.86 per share.
<PAGE>
SCHEDULE 13D
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock ($.01 par value) ("Common
Stock") of Offshore Logistics, Inc. (the "Issuer"). The principal executive
offices of the Issuer are located at 224 Rue De Jean, Lafayette, Louisiana
70508.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this Statement (the "Reporting Persons"), the persons
enumerated in Instruction C of Schedule 13D (the "Additional Persons") and,
where applicable, their respective places of organization, directors, executive
officers and controlling persons, and the information in respect of such
persons, are as follows:
(a) This Statement is filed by (i) Caledonia Industrial & Services Limited
("CIS") as the direct beneficial owner of the Common Stock; (ii) by virtue of
its direct holding of all of the outstanding stock of CIS, by Caledonia
Investments plc ("Caledonia"); (iii) by virtue of their respective direct
holdings of the securities of Caledonia and their consequent indirect holdings
of the stock of CIS, by The Cayzer Trust Company Ltd. ("Cayzer Trust") and
Sterling Industries PLC ("Sterling") (collectively, the "Reporting Persons").
CIS is the registered and direct beneficial holder of approximately 7.7% of
the outstanding common stock of the Issuer. Caledonia is the holder of all of
the outstanding common stock of CIS. Cayzer Trust holds 27.1% of the
outstanding common stock of Caledonia and 44.9% of the outstanding common stock
of Sterling. Sterling holds 9.7% of the outstanding common stock of Caledonia.
CIS, in turn, holds 27.2% of the outstanding common stock of Sterling.
Together, Cayzer Trust and Sterling may be deemed to control Caledonia and,
hence, CIS. Cayzer Trust and Sterling disclaim beneficial ownership of
Caledonia or CIS.
(b) The principal business address of each Reporting Person (other than
Sterling) is Cayzer House, 1 Thomas More Street, London, England E1 9AR. The
principal business address of Sterling is Sterling House, Crewkerne, Somerset,
England TA18 8LL. The addresses of the officers and directors of the Reporting
Persons are set forth on Schedule A hereto and incorporated herein by reference.
CIS is an investment holding company.
Caledonia is a diversified trading and investment company.
Cayzer Trust is an investment holding company.
Sterling is an engineering company.
(c) Certain additional information about the officers and directors of the
Reporting Persons is set forth on Schedule A hereto and incorporated herein by
reference.
(d) During the last five years, neither any Reporting Person nor, to any
Reporting Person's knowledge, any of the Additional Persons, have been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither any Reporting Person nor to any
Reporting Persons' knowledge, any of the Additional Persons, were a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or laws or finding any violation with respect to
such laws.
Page 6 of 11
<PAGE>
(f) Each Reporting Person is a corporation organized under the laws of
England. Each of the Additional Persons is a citizen of Great Britain.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All the Common Stock was acquired by CIS directly from the Issuer on
December 19, 1996 in exchange solely for common stock of Bristow Helicopter
Group Limited. None of the Common Stock was purchased with cash funds.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of the Common Stock by CIS is to acquire an
equity interest in the Issuer for investment purposes. Any Reporting Person
may, from time to time, increase, reduce or dispose of its investment in the
Issuer, depending on general economic conditions, economic conditions in the
markets in which the Issuer operates, the market price of the Common Stock of
the Issuer, the availability of funds, borrowing costs, other opportunities
available to the Reporting Person, the strategic value of the investment to the
Reporting Person and other considerations.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) CIS is the direct beneficial owner of the following shares of Common
Stock:
1,628,083*
This holding represents 7.7% of the total of 21,080,989, the amount
currently outstanding according to records of the Issuer, plus the additional
328,083 shares that would be outstanding following issuance upon conversion of
the Notes (as below defined). By virtue of the relationships described in Item
2, the other Reporting Persons may be deemed to share indirect beneficial
ownership of the shares of Common Stock owned directly by CIS. Cayzer and
Sterling disclaim all such beneficial ownership.
*Includes 328,083 shares of Common Stock that the Reporting Person has
a right to acquire upon conversion of $7,500,000 of Convertible
Subordinated Notes due 2003 (the "Notes") of the Issuer at an assumed
conversion price of $22.86 per share.
(b) CIS has the direct power to vote and direct the disposition of the
shares of Common Stock owned by it.
(c) There have been no transactions in shares of common stock by any
Reporting Person.
(d) CIS has the right to receive and the power to direct receipt of
dividends from the sale of, shares of Common Stock held by it.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Under a Master Agreement dated December 12, 1996 among the Issuer, CIS,
Caledonia and certain other persons (the "Master Agreement") with respect to the
Common Stock,
So long as CIS owns (1) at least 1,000,000 shares of common stock of the
Issuer or (2) at least 49% of the total outstanding ordinary shares of
Bristow Aviation Holdings Limited, CIS will have the right to nominate two
individuals to the board of directors of the Issuer and to replace any such
directors so nominated.
Page 7 of 11
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 The Master Agreement dated December 12, 1996 is incorporated by
reference to Exhibit to a Current Report on Form 8-K filed by Issuer with
The Securities and Exchange Commission on January 3, 1997.
Exhibit 2 Supplemental Letter Agreement dated December 19, 1996 to the
Master Agreement.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
April 22nd, 1997 CALEDONIA INDUSTRIAL & SERVICES LIMITED
By: /s/ G. P. DENISON
_____________________________________________
Name: G. P. DENISON
___________________________________________
Title: COMPANY SECRETARY
__________________________________________
April 22nd, 1997 CALEDONIA INVESTMENTS PLC
By: /s/ G. P. DENISON
_____________________________________________
Name: G. P. DENISON
___________________________________________
Title: COMPANY SECRETARY
__________________________________________
April 22nd, 1997 THE CAYZER TRUST COMPANY LIMITED
By: /s/ J. I. MEHRTENS
_____________________________________________
Name: J. I. MEHRTENS
___________________________________________
Title: DIRECTOR
__________________________________________
April 22nd, 1997 STERLING INDUSTRIES PLC
By: /s/ J. H. CARTWRIGHT
_____________________________________________
Name: J. H. CARTWRIGHT
___________________________________________
Title: DIRECTOR
__________________________________________
8 of 11 Pages
<PAGE>
SCHEDULE A
TO SCHEDULE 13D
(i) DIRECTORS AND EXECUTIVE OFFICERS OF CALEDONIA INDUSTRIAL & SERVICES LIMITED
(A) NAME (B) RESIDENCE (C) PRINCIPAL (D) CITIZENSHIP
OCCUPATION
P N Buckley 6 Albert Place Chairman & British
London, W8 5PD Chief Executive,
England Caledonia Investments plc
J H Cartwright Rectory Meadow Finance Director, British
Hawthorn Place Caledonia Investments plc
Penn,
Buckinghamshire
HP10 8EH, England
Hon C W Cayzer Finstock Manor Executive British
Finstock Director,
Oxfordshire, OX73DG Caledonia Investments plc
England
G P Denison 16 Highfield Road Company British
Hertford Secretary,
Hertfordshire Caledonia Investments plc
SG13 8BH
England
Sir David Kinloch 29 Walpole Street Deputy Chief British
London, SW3 4QS Executive,
England Caledonia Investments plc
M G Wyatt Pippin Park Deputy British
Lidgate, Newmarket Chairman,
Suffolk, CB8 9PP Caledonia Investments plc
England
(ii) DIRECTORS AND OFFICERS OF THE CAYZER TRUST COMPANY LIMITED
(A) NAME (B) RESIDENCE (C) PRINCIPAL (D) CITIZENSHIP
OCCUPATION
G A Adkin Marsh Farm Cottage Retired British
Mapperton, Beaminster
Dorset DT8 3NP, England
P N Buckley (see above)
Lord Cayzer The Grove President British
Walsham-le-Willows Caledonia Investments
Suffolk, England plc
Hon C W Cayzer (see above)
Page 9 of 11
<PAGE>
(A) NAME (B) RESIDENCE (C) PRINCIPAL D) CITIZENSHIP
OCCUPATION
Sir James Kinpurnie Castle, Newtyle, Landowner British
Cayzer Angus, Scotland
The Hon. Tangley House, Andover None British
Mrs. N. Colvin Hampshire SP11 OSH,
England
J I Mehrtens 51 Oxenden Wood Road, Company Secretary of British
Chelsfield Park, The Cayzer Trust
Orpington, Company Limited
Kent BR6 6HP, England
M G Wyatt (see above)
(iii) DIRECTORS AND EXECUTIVE OFFICERS OF CALEDONIA INVESTMENTS PLC:
(A) NAME (B) RESIDENCE (C) PRINCIPAL (D) CITIZENSHIP
OCCUPATION
P N Buckley (see above)
J Burnett-Stuart Ardmeallie House Retired British
Huntley,
Aberdeenshire,
AB54 5RS, Scotland
J H Cartwright (see above)
Lord Cayzer (see above)
N K Cayzer Thriepley House Chairman, British
Lundie, Dundee Oriel Group plc
Scotland 145-149 Borough
High Street
London,
SE1 1NP
England
Hon C W (see above)
Cayzer
G P Denison (see above)
Sir David (see above)
Kinloch
J R H Loudon Olantigh Finance Director, British
Wye Blue Circle
Ashford Industries PLC
Kent, England TN25 5EW 84 Eccleston
Square
London,
SW1V 1PX
England
M G Wyatt (see above)
Page 10 of 11
<PAGE>
(iv) DIRECTORS AND OFFICERS OF STERLING INDUSTRIES PLC:
(A) NAME (B) RESIDENCE (C) PRINCIPAL (D) CITIZENSHIP
OCCUPATION
D Blunn The Barn, Park Farm, Finance Director of British
Marston Magna, Somerset Sterling Industries PLC
TA22 8AX, England
P N Buckley (see above)
J H Cartwright (see above)
H W Denman The Penthouse, Retired British
Old Avenue,
St. Georges Hill, Weybridge
Surrey, KT13 0QB, England
D Diggins Fairgarden, Unity Lane Chief Executive of British
Misterton, Crewkerne Sterling Industries PLC
Somerset TA18 5NA,
England
Sir David (see above)
Kinloch
M G Wyatt (see above)
Page 11 of 11
<PAGE>
EXHIBIT 2
OFFSHORE LOGISTICS, INC.
224 Rue de Jean
Lafayette, Louisiana 70505
December 19, 1996
Supplemental Letter Agreement to the
Master Agreement, made on December 12, 1996,
among Caledonia Investments plc, Caledonia Industrial &
Services Limited and the Other Parties Named Therein
(the "Master Agreement")
Caledonia Industrial & Services Limited
Cayzer House
1 Thomas More Street
London, E1 9AR
England
Gentlemen and Ladies:
Reference is made to the captioned Master Agreement. Capitalized terms
used herein and not otherwise herein defined shall have the meanings ascribed to
such terms in the Master Agreement.
Each of CIS and OLOG wish to supplement the Master Agreement as provided
herein.
1. Representations and warranties of OLOG. OLOG represents and warrants
to CIS as follows:
A. OLOG has been duly incorporated, is validly existing as a
corporation and is in good standing under the laws of the State of Delaware.
B. Each of this letter agreement, the Master Agreement and the
Registration Rights Agreement, dated the date hereof, between OLOG and CIS (the
"Registration Rights Agreement") has been duly authorized, executed and
delivered by OLOG; and OLOG has full corporate power and authority necessary to
enter into this letter agreement, the Master Agreement and the Registration
Rights Agreement and to perform its obligations hereunder and thereunder.
<PAGE>
C. The Rights Agreement, dated as of February 29, 1996 (the
"Rights Agreement"), between OLOG and Chase Mellon Shareholder Services L.L.C.
has been duly authorized, executed and delivered by OLOG, the Rights (as defined
in the Rights Agreement) to be issued upon issuance of the OLOG Common Stock to
be issued under the Master Agreement and to be issued upon issuance of shares of
Common Stock ("Conversion Shares") of OLOG issuable upon conversion of any OLOG
Loan Stock to be issued under the Master Agreement have been duly authorized and
the Series A Junior Participating Preferred Stock to be issued upon exercise of
the Rights has been duly authorized. Upon issuance of the OLOG Common Stock to
be issued under the Master Agreement and/or upon issuance of any Conversion
Shares (including one Right for each such share of OLOG Common Stock and each
such Conversion Share, as the case may be), CIS (and each of its transferees of
any such shares of OLOG Common Stock or Conversion Shares) will have all rights
and powers and be subject to all other terms, conditions and restrictions as are
available and applicable to a Rights holder under the Rights Agreement and no
further action pursuant to the Rights Agreement on the part of OLOG or CIS is
required to give effect to the foregoing.
D. All corporate action required to be taken for the
authorization, issuance and sale of the OLOG Common Stock to be issued under the
Master Agreement (including one Right for each such share of OLOG Common Stock)
has been validly and sufficiently taken. The shares of OLOG Common Stock to be
issued under the Master Agreement and the Rights appertaining thereto have been
duly authorized for issuance and sale to CIS pursuant to the Master Agreement
and, against payment of the consideration set forth therein, such shares of OLOG
Common Stock and such Rights will be validly issued, fully paid and
nonassessable, and no holder thereof will be subject to personal liability
solely by reason of being such a holder.
E. The execution and delivery by OLOG of, and the full and
timely performance by OLOG of its obligations under, each of this letter
agreement, the Master Agreement and the Registration Rights Agreement, and the
consummation of each of the transactions contemplated herein and therein:
1. have been duly authorized by all necessary corporate
action on the part of OLOG;
2. do not and will not result in any violation of the
certificate of incorporation or bylaws of OLOG; and
3. do not and will not conflict with, or result in a
breach or violation of, any of the terms or provisions of, or constitute a
default under (or an event which, with notice or lapse of time, or both, would
constitute a default
2
<PAGE>
under), or give rise to any right to accelerate the maturity or require the
prepayment of any indebtedness under, or result in the creation or imposition of
any lien, charge or encumbrance upon any material property or assets of OLOG
under;
a. any indenture, mortgage, loan agreement, note,
lease, license, partnership agreement, franchise agreement or other agreement or
instrument to which OLOG is a party or by which it may be bound or affected or
to which any of its properties or assets may be subject, other than any such
conflict, breach, default, acceleration, prepayment, lien, charge, encumbrance
that could not, individually or in the aggregate, reasonably be expected to
result in a material adverse effect on the consolidated business or operations
of OLOG;
b. any existing applicable law, rule or regulation;
or
c. any judgment, order or decree of any government,
governmental instrumentality or court, domestic or foreign, having jurisdiction
over OLOG or any of its properties.
F. The shares of OLOG Common Stock to be issued pursuant to the
Master Agreement:
1. will not have been, individually and collectively,
issued or sold in violation of any preemptive or other similar rights of the
holders of any securities of OLOG; and
2. are listed on, and will be, following the completion
of the Restricted Period (as defined below), eligible for trading on, the
National Association of Securities Dealers Automated Quotations system
("NASDAQ").
G. OLOG is a reporting issuer and has filed all reports required
to be filed by Section 13(a) or 15(d) of the United States Securities and
Exchange Act of 1934, as amended (the "Exchange Act") during the preceding 12
months. None of such reports contains any untrue statement of a material fact or
omits to state any material fact necessary in order to make the statements
contained therein not misleading.
H. The issuance and sale of the shares of OLOG Common Stock
pursuant to the Master Agreement will be made in accordance with the provisions
and requirements of Regulations S ("Regulation S") under the United States
Securities Act of 1933, as amended (the "Securities Act"), and any applicable
state law.
3
<PAGE>
I. No offer to buy the shares of OLOG Common Stock to be issued
pursuant to the Master Agreement was made to OLOG by any person in the United
States.
J. None of OLOG, any affiliate of OLOG, or any person acting on
behalf of OLOG or any such affiliate has engaged, or will engage, in any
Directed Selling Efforts (as such term is defined under Regulation S) with
respect to the shares of OLOG Common Stock to be issued pursuant to the Master
Agreement.
K. OLOG has not issued, and after the Completion Date will not
issue, any stop transfer order or other order impeding the sale and delivery of
the shares of OLOG Common Stock to be issued pursuant to the Master Agreement
except for a stop order restricting the sale of such shares into the United
States or to, or for the account or benefit of, U.S. Persons during the
Restricted Period. Notwithstanding the foregoing provision, OLOG may place the
following legend on the certificate(s) representing the shares of OLOG Common
Stock to be issued pursuant to the Master Agreement:
The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act"), and have been
sold in reliance on the exemption from registration provided by
Regulation S under the Act ("Regulation S"). During the period prior to
January 29, 1997 (the "Restricted Period"), the shares represented by
this certificate may not be offered or sold, directly or indirectly,
within the United States (as defined under Regulation S), to a U.S.
Person (as defined under Regulation S) or for the account or benefit of
a U.S. Person. The preceding sentence shall have no further effect
subsequent to the expiration of the Restricted Period and thereafter
this legend may be removed upon presentation of this certificate to the
transfer agent for Offshore Logistics, Inc.
L. OLOG has not offered to sell or sold any warrants convertible
into shares of its common stock in a transaction involving Regulation S in the
past year; and there are no outstanding warrants convertible into shares of its
common stock which have been sold in a transaction involving Regulation S.
M. OLOG hereby extends and makes to CIS, with respect to (i) the
OLOG Loan Stock to be issued under the Master Agreement, (ii) each of the
Conversion Shares and (iii) the Indenture, dated as of December 15, 1996 (the
"Indenture") between OLOG and Fleet National Bank, as Trustee, the same
representations and warranties as are made with respect thereto to the
Purchasers (as such term is defined in the Purchase Agreement, dated December
11, 1996 (the "Purchase Agreement"), among OLOG and Jefferies & Company, Inc.,
Simmons & Company
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International and Johnson Rice & Company L.L.C.) under paragraph 1 of the
Purchase Agreement
2. Covenants of OLOG. OLOG covenants and agrees with CIS to:
A. continue to comply with all applicable reporting requirements
of the Exchange Act;
B. except for the sale of $87.5 million aggregate principal
amount (subject to increase up to $98 million aggregate principal amount upon
exercise of an overallotment option) of OLOG's 6% Convertible Subordinated Notes
due 2006 as contemplated by that certain Offering Circular, dated December 11,
1996 (the "Offering Circular"), refrain from offering to sell or selling any
shares of common stock, or warrants or other securities convertible into its
common stock, in a transaction involving Regulation S for a period of 180 days
following the Completion Date;
C. ensure, to the extent such is within its control, that all
Offering Restrictions (as such term is defined under Regulation S) applicable to
the sale of shares of OLOG Common Stock to be issued pursuant to the Master
Agreement are thoroughly complied with and satisfied;
D. refrain from engaging, and ensure, to the extent such is
within its control, that none of its affiliates will engage, in any Directed
Selling Efforts with respect to the shares of OLOG Common Stock to be issued
pursuant to the Master Agreement;
E. cause its Board of Directors to take action prior to the
close of business on the Completion Date to cause the number of directors
constituting the full Board of Directors of OLOG at the Completion Date to be
increased to ten persons, and to elect Peter N. Buckley and Jonathan H.
Cartwright to the Board of Directors of OLOG (such increase and such elections
to be subject to the consummation of the transactions under the Master
Agreement). If during the period that CIS is entitled to have two designees on
the Board of Directors of OLOG, any CIS designated director shall decline or be
unable to serve as a director of OLOG, the remaining CIS designated director
shall designate another person to serve in such person's stead. If during such
period, any OLOG designated director shall decline or be unable to serve as a
director of OLOG, a majority of the remaining OLOG designated directors shall
designate another person to serve in such person's stead. OLOG shall take all
appropriate action during such period to assist in the nomination for election
as directors of OLOG of the CIS designees named above (or any successor chosen
pursuant to this subsection 2(E)). The provisions of this subsection 2(G) shall
remain applicable,
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and CIS shall be entitled under this subsection 2(E) to have two of its
designees on the Board of Directors of OLOG, for so long as either (i) CIS shall
own at least 1,000,000 shares of OLOG Common Stock or (ii) CIS shall own at
least 49% of the total outstanding ordinary shares of Newco.
OLOG shall promptly pay all reasonably out-of-pocket costs and
expenses incurred by each of the CIS designees serving as directors of OLOG in
attending meetings of OLOG's Board of Directors (it being understood and agreed
by OLOG that first-class, round trip air fare and the cost of first-class hotel
accommodations constitute reasonable out-of-pocket costs and expenses). Further
OLOG shall (i) at OLOG's sole cost and expenses, maintain directors liability
insurance coverage for the benefit of CIS's designees to the same extent, and on
terms no less favorable, than such insurance coverage is maintained for the
benefit of other OLOG directors and (ii) pay directors' fees to CIS's designees
on terms (including as to amount and the timing of payment) no less favorable
than those pursuant to which directors' fees are paid to other OLOG directors.
F. indemnify and hold harmless CIS and each other person, if any,
who controls CIS within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which CIS or such
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Offering Circular, the
Preliminary Offering Circular, any Additional Issuer Information or any Exchange
Act Reports (as each of such terms is defined in the Offering Circular), or any
amendment or supplement thereof, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse CIS and each such controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action. OLOG acknowledges and agrees (i)
that neither CIS nor any person who controls CIS has furnished any information
in writing for use in the Offering Circular, the Preliminary Offering Circular,
any Additional Issuer Information or any Exchange Act Reports and (ii)
accordingly, that OLOG shall at all times refrain from alleging or stating
otherwise for any reason whatsoever (including, without limitation, for the
reason of exculpating OLOG from, or otherwise diminishing, OLOG's indemnity
obligations hereunder and any contribution obligations OLOG may have under the
third succeeding paragraph of this subsection 2(F)).
Promptly after receipt by an indemnified party hereunder of notice of
the commencement of any action, such indem-
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nified party shall, if a claim in respect thereof is to be made against OLOG
hereunder, notify OLOG in writing thereof, but the omission so to notify OLOG
shall not relieve it from any liability which it may have to any indemnified
party other than under this subsection 2(F). In case any such action shall be
brought against any indemnified party and it shall notify OLOG of the
commencement thereof, OLOG shall be entitled to participate in and, to the
extent it shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such indemnified party, and, after notice from OLOG to such
indemnified party of its election so to assume and undertake the defense
thereof, OLOG shall not be liable to such indemnified party under this
subsection 2(F) for any legal expenses subsequently incurred by such indemnified
party in connection with the defense thereof; provided, however, that, if the
defendants in any such action include both the indemnified party and OLOG and
the indemnified party shall have reasonably concluded that there may be
reasonable defense available to it which are different from or additional to
those available to OLOG, or if the interests of the indemnified party reasonably
may be deemed to conflict with the interests of OLOG, the indemnified party
shall have the right to select a separate counsel and to assume such legal
defenses and otherwise to participate in the defense of such action, with the
expenses and fees of such separate counsel and other expenses related to such
participation to be reimbursed by OLOG as incurred.
Notwithstanding the foregoing, any indemnified party shall have the
right to retain its own counsel in any such action, but the fees and
disbursements of such counsel shall be at the expense of such indemnified party
unless (i) OLOG shall have failed to retain counsel for the indemnified person
as aforesaid or (ii) OLOG and such indemnified party shall have mutually agreed
to the retention of such counsel. It is understood that OLOG shall not, in
connection with any action or related actions in the same jurisdiction, be
liable for the fees and disbursements of more than one separate firm qualified
in such jurisdiction to act as counsel for the indemnified party. OLOG shall
not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, OLOG agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment.
If the indemnification provided for in the first paragraph of this
subsection 2(H) is unavailable or insufficient to hold harmless an indemnified
party under such paragraph in respect of any losses, claims, damages or
liabilities or actions in respect thereof referred to therein, then OLOG shall
in lieu of indemnifying such indemnified party contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities or actions as appropriate to
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reflect the fault on the part of OLOG, on the one hand, and the absence of any
fault on part of the indemnified party, on the other hand, in connection with
the statements or omissions which resulted in such losses, claims, damages,
liabilities or actions. The relative fault shall be determined by reference to,
among other things, the fact that any such untrue or alleged untrue statement of
a material in no way relates to information supplied by the indemnified party.
OLOG and CIS agree that it would not be just and equitable if contributions
pursuant to this paragraph were determined by any method of allocation which did
not take account of the equitable considerations referred to above in this
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities or action in respect thereof, referred to
above in this paragraph, shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. No person guilty of fraudulent
misrepresentations (within the meaning of Section 11(f) of the Securities Act),
shall be entitled to contribution from any person who is not guilty of such
fraudulent misrepresentation.
3. Representation and Warranty of CIS. CIS represents and warrants to
OLOG that none of CIS, any affiliate of CIS or any person acting on behalf of
CIS or any such affiliate has engaged, or will engage, in any Directed Selling
Efforts with respect to the shares of OLOG Common Stock to be issued pursuant
to the Master Agreement.
4. Covenant of CIS. CIS covenants and agrees with OLOG to:
A. ensure, to the extent such is within its control, that all
Offering Restrictions applicable to the sale of shares of OLOG Common Stock to
be issued pursuant to the Master Agreement are thoroughly complied with and
satisfied; and
B. refrain from engaging, and ensure, to the extent such is
within its control, that none of its affiliates will engage, in any Directed
Selling Efforts with respect to the shares of OLOG Common Stock to be issued
pursuant to the Master Agreement.
5. Governing Law, Etc. This letter agreement shall be governed by, and
construed in accordance with, English law. Each party irrevocably agrees that
the Courts of England shall have exclusive jurisdiction in relation to any
claim, dispute of difference concerning this letter agreement and any matter
arising therefrom. Each party irrevocably waives any right to claim that the
action has been brought in an inconvenient forum,or to claim that those Courts
do not have jurisdiction. Each of the parties agrees that any document in
an action (including, but not limited to, any writ of summons or other
originating process
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or any third or other party notice) may be served on any party by being
delivered to or left at its address for service of notices under Clause 12 of
the Master Agreement.
If the foregoing correctly sets forth our understanding of the subject
matter hereof, kindly so indicate by signing this letter agreement and the
accompanying duplicate copy hereof and returning such signed duplicate to the
undersigned, whereupon this letter agreement will constitute our binding
agreement concerning it subject matter.
Very truly yours,
OFFSHORE LOGISTICS, INC.
By: [Signature appears here]
--------------------------------
AGREED AND ACCEPTED
as of the date first
above written:
CALEDONIA INDUSTRIAL &
SERVICES LIMITED
By: [Signature appears here]
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