<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 1998
REGISTRATION NUMBER 333-48803
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OFFSHORE LOGISTICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4522 72-0679819
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
224 RUE DE JEAN
P.O. BOX 5-C
LAFAYETTE, LOUISIANA 70505
(318) 233-1221
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
DRURY A. MILKE
VICE PRESIDENT, CHIEF FINANCIAL OFFICER,
TREASURER AND SECRETARY
224 RUE DE JEAN
P.O. BOX 5-C
LAFAYETTE, LOUISIANA 70505
(318) 233-1221
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
Copies 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 of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [_]
---------------
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 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
TABLE OF ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>
PRIMARY
STATE OR OTHER STANDARD
JURISDICTION OF INDUSTRIAL IRS EMPLOYER
INCORPORATION CLASSIFICATION IDENTIFICATION
NAME OR ORGANIZATION CODE NO. NO.
- ---- --------------- -------------- --------------
<S> <C> <C> <C>
Air Logistics, L.L.C............. Louisiana 4522 72-1412904
Air Logistics of Alaska, Inc..... Alaska 4522 92-0048121
Grasso Corporation............... Delaware 4522 72-1277694
Grasso Production Management,
Inc............................. Texas 1389 72-0271164
Medic Systems, Inc............... Delaware 4522 76-0482462
Pumpkin Air, Inc................. Texas 4522 75-1638151
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-48803) (the "Registration Statement") is being filed solely for the
purpose of filing certain exhibits, and no changes or additions are being made
hereby to the prospectus (the "Prospectus") that forms a part of this
Registration Statement. Accordingly, the Prospectus has been omitted from this
filing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify its directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of 1933,
as amended (the "Securities Act"). In addition, the Registrant's bylaws
provide for the indemnification of directors and officers against expenses and
liabilities incurred in connection with defending actions brought against them
for negligence or misconduct in their official capacities. The Registrant also
has indemnity agreements with each of its directors that provide for
indemnification of such directors. The Registrant has purchased insurance
permitted by the Delaware General Corporation Law on behalf of directors and
officers, which may cover liabilities under the Securities Act.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following is a list of all exhibits filed as part of this Registration
Statement.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<C> <C> <S>
4.1* -- Indenture, dated as of January 27, 1998, among the Company, the
Guarantors and State Street Bank and Trust Company.
4.2* -- Registration Rights Agreement, dated as of January 22, 1998, among
the Company, the Guarantors and Jefferies & Company, Inc.
5 -- Opinion of Fulbright & Jaworski L.L.P. as to the legality of the
Notes.
12* -- Statement regarding Ratio of Earnings to Fixed Charges.
23.1 -- Consent of Arthur Andersen LLP
23.2* -- Consent of KPMG
23.3 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5).
24.1* -- Power of Attorney.
25.1 -- Statement of Eligibility of State Street Bank and Trust Company.
99.1* -- Form of Letter of Transmittal.
99.2* -- Form of Notice of Guaranteed Delivery.
</TABLE>
- --------
* Previously filed.
ITEM 22. UNDERTAKINGS.
The Registrant hereby undertakes the following:
(a) For purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act that is incorporated by reference in this
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.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions described under Item 20
or otherwise, each of the registrants 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 of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by any of the registrants of expenses
incurred or paid by a director, officer, or controlling person of such
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 registrants 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 of 1933 and
will be governed by the final adjudication of such issue.
II-1
<PAGE>
(c) Each of the undersigned registrants hereby undertakes to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of
receipt of such request, and to send the incorporated document by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.
(d) Each of the undersigned registrants hereby undertakes to supply by means
of a post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lafayette, State of
Louisiana, on May 4, 1998.
OFFSHORE LOGISTICS, INC.
/s/ George M. Small*
By: _________________________________
George M. Small
President
II-2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ George M. Small* President and Director May 4, 1998
- ------------------------------------ (Principal Executive
George M. Small Officer)
/s/ Louis F. Crane* Chairman of the Board May 4, 1998
- ------------------------------------
Louis F. Crane
/s/ Drury A. Milke Vice President, Chief May 4, 1998
- ------------------------------------ Financial Officer,
Drury A. Milke Treasurer and Secretary
(Principal Financial
Officer)
/s/ Patricia Como* Controller and Assistant May 4, 1998
- ------------------------------------ Secretary (Principal
Patricia Como Accounting Officer)
Director May 4, 1998
- ------------------------------------
Peter N. Buckley
Director May 4, 1998
- ------------------------------------
Jonathan H. Cartwright
/s/ David M. Johnson* Director May 4, 1998
- ------------------------------------
David M. Johnson
/s/ Kenneth M. Jones* Director May 4, 1998
- ------------------------------------
Kenneth M. Jones
/s/ Harry C. Sager* Director May 4, 1998
- ------------------------------------
Harry C. Sager
Director May 4, 1998
- ------------------------------------
Howard Wolf
</TABLE>
/s/ Drury A. Milke
*By:______________________
Drury A. Milke
Attorney-in-Fact
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lafayette, State of
Louisiana, on May 4, 1998.
AIR LOGISTICS, L.L.C.
By: Offshore Logistics, Inc.,
its sole member
/s/ Drury A. Milke
By: _________________________________
Drury A. Milke
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ George M. Small* President and Manager May 4, 1998
- ------------------------------------ (Principal Executive
George M. Small Officer)
/s/ Drury A. Milke Vice President, Chief May 4, 1998
- ------------------------------------ Financial Officer,
Drury A. Milke Treasurer, Secretary and
Manager (Principal
Financial Officer and
Principal Accounting
Officer)
Manager May 4, 1998
- ------------------------------------
Gene Graves
</TABLE>
/s/ Drury A. Milke
*By:______________________
Drury A. Milke
Attorney-in-Fact
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lafayette, State of
Louisiana, on May 4, 1998.
AIR LOGISTICS OF ALASKA, INC.
/s/ Drury A. Milke
By: _________________________________
Drury A. Milke
Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ George M. Small* President and Director May 4, 1998
- ------------------------------------ (Principal Executive
George M. Small Officer)
/s/ Drury A. Milke Vice President, Chief May 4, 1998
- ------------------------------------ Financial Officer,
Drury A. Milke Treasurer, Secretary and
Director (Principal
Financial Officer and
Principal Accounting
Officer)
Director May 4, 1998
- ------------------------------------
L. Michael Rizk
</TABLE>
/s/ Drury A. Milke
*By:______________________
Drury A. Milke
Attorney-in-Fact
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lafayette, State of
Louisiana, on May 4, 1998.
GRASSO CORPORATION
/s/ Drury A. Milke
By: _________________________________
Drury A. Milke
Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ George M. Small* President and Director May 4, 1998
- ------------------------------------ (Principal Executive
George M. Small Officer)
/s/ Drury A. Milke Vice President, Chief May 4, 1998
- ------------------------------------ Financial Officer,
Drury A. Milke Treasurer, Secretary and
Director (Principal
Financial Officer and
Principal Accounting
Officer)
Director May 4, 1998
- ------------------------------------
Bill Donaldson
</TABLE>
/s/ Drury A. Milke
*By:______________________
Drury A. Milke
Attorney-in-Fact
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lafayette, State of
Louisiana, on May 4, 1998.
GRASSO PRODUCTION MANAGEMENT, INC.
/s/ Drury A. Milke
By: _________________________________
Drury A. Milke
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ George M. Small* President and Director May 4, 1998
- ------------------------------------ (Principal Executive
George M. Small Officer)
/s/ Drury A. Milke Vice President, Chief May 4, 1998
- ------------------------------------ Financial Officer,
Drury A. Milke Treasurer, Secretary and
Director (Principal
Financial Officer and
Principal Accounting
Officer)
Director May 4, 1998
- ------------------------------------
Bill Donaldson
</TABLE>
/s/ Drury A. Milke
*By:______________________
Drury A. Milke
Attorney-in-Fact
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lafayette, State of
Louisiana, on May 4, 1998.
MEDIC SYSTEMS, INC.
/s/ Drury A. Milke
By: _________________________________
Drury A. Milke
Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ George M. Small* President and Director May 4, 1998
- ------------------------------------ (Principal Executive
George M. Small Officer)
/s/ Drury A. Milke Vice President, Chief May 4, 1998
- ------------------------------------ Financial Officer,
Drury A. Milke Treasurer, Secretary and
Director (Principal
Financial Officer and
Principal Accounting
Officer)
Director May 4, 1998
- ------------------------------------
Bill Donaldson
</TABLE>
/s/ Drury A. Milke
*By:______________________
Drury A. Milke
Attorney-in-Fact
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lafayette, State of
Louisiana, on May 4, 1998.
PUMPKIN AIR, INC.
/s/ Drury A. Milke
By: _________________________________
Drury A. Milke
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ George M. Small* President and Director May 4, 1998
- ------------------------------------ (Principal Executive
George M. Small Officer)
/s/ Drury A. Milke Vice President, Chief May 4, 1998
- ------------------------------------ Financial Officer,
Drury A. Milke Treasurer, Secretary and
Director (Principal
Financial Officer and
Principal Accounting
Officer)
Director May 4, 1998
- ------------------------------------
Gene Graves
</TABLE>
/s/ Drury A. Milke
*By:______________________
Drury A. Milke
Attorney-in-Fact
II-9
<PAGE>
EXHIBIT 5
[LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P. APPEARS HERE]
May 4, 1998
Offshore Logistics, Inc.
224 Rue de Jean
P.O. Box 5-C
Lafayette, Louisiana 70505
Ladies and Gentlemen:
We have acted as counsel for Offshore Logistics, Inc., a Delaware
corporation (the "Company"), and the Subsidiary Guarantors (defined below), in
connection with the proposed issuance by the Company of up to $100 million
principal amount of its 7 7/8% Series B Senior Notes due 2008 (the "Series B
Notes"), in exchange for an equivalent amount of its outstanding 7 7/8% Series A
Senior Notes due 2008 (the "Series A Notes"). The terms of the offer to
exchange the Series B Notes for the Series A Notes (the "Exchange Offer") are
described in the Registration Statement on Form S-4 (Registration No. 333-48803)
filed by the Company with the Securities and Exchange Commission (the
"Registration Statement"), for the registration of the Series B Notes under the
Securities Act of 1933, as amended (the "1933 Act"). The Series A Notes have
been, and the Series B Notes will be, issued pursuant to an Indenture dated as
of January 27, 1998 (the "Indenture"), among the Company, the Subsidiary
Guarantors and State Street Bank and Trust Company, as Trustee (in such
capacity, the "Trustee"). Air Logistics, L.L.C., a Louisiana limited liability
company, Air Logistics of Alaska, Inc., an Alaska corporation, Grasso
Corporation, a Delaware corporation, Grasso Production Management, Inc., a Texas
corporation, Medic Systems, Inc., a Delaware corporation, and Pumpkin Air, Inc.,
a Texas corporation, are collectively referred to as the "Subsidiary Guarantors"
and the guarantees thereof with respect to the Notes are collectively referred
to as the "Guarantees" and each a "Guaranty".
In connection with the foregoing, we have examined (i) the Certificate of
Incorporation and Bylaws of the Company and the constituent documents of each of
the Subsidiary Guarantors, each as amended to date, (ii) the Indenture, (iii)
the Registration Statement and (iv) such certificates, statutes and other
instruments and documents as we considered appropriate for purposes of the
opinions hereafter expressed. As to questions of fact material to this opinion,
we have, to the extent we deemed appropriate, relied on certificates of officers
of the Company and the Subsidiary
<PAGE>
Offshore Logistics, Inc.
May 4, 1998
Page 2
Guarantors and on certificates and telegrams of governmental officials. We have
assumed the genuineness of all signatures, the authenticity of all documents,
records and instruments examined by us and the correctness of all statements of
fact contained therein.
As to matters of Louisiana and Alaska law affecting our opinions herein
expressed with respect to Air Logistics, L.L.C., and Air Logistics of Alaska,
Inc., we have, however, assumed the following: (A) Air Logistics, L.L.C. has
been duly formed and is validly existing as a limited liability company in good
standing under the laws of the State of Louisiana; (B) Air Logistics of Alaska,
Inc. has been duly incorporated and is validly existing as a corporation in good
standing under the laws of the State of Alaska; (C) each of the Indenture and
Guarantees have been duly authorized by them, the Indenture has been duly
executed by them and they have full power and authority to enter into each of
such agreements; and (D) no consent, approval, authorization or order of any
court or governmental agency or body of the States of Louisiana or Alaska is
required of them for the consummation of the transactions contemplated by the
Indenture or Guarantees.
Based upon the foregoing, subject to the qualifications hereinafter set
forth, and having regard for such legal considerations as we have deemed
relevant, we are of the opinion that the Series B Notes and the Guarantees have
been duly authorized for issuance and, when the Registration Statement has
become effective under the 1933 Act and the Series B Notes and the Guarantees
have been duly executed and authorized in accordance with the Indenture and
issued and sold in exchange for the Series A Notes as contemplated by the
Registration Statement and in accordance with the Exchange Offer, the Series B
Notes will constitute valid and legally binding obligations of the Company and
each Guaranty will constitute a valid and legally binding obligation of its
respective Subsidiary Guarantor, subject to (i) bankruptcy, insolvency,
reorganization, moratorium, liquidation, rearrangement, fraudulent transfer,
fraudulent conveyance and other similar laws (including court decisions) now or
hereafter in effect and affecting the rights and remedies of creditors generally
or providing for the relief of debtors, (ii) the refusal of a particular court
to grant equitable remedies, including, without limitation, specific performance
and injunctive relief, and (iii) general principles of equity (regardless of
whether such remedies are sought in a proceeding in equity or at law).
The opinions expressed herein are limited exclusively to the federal laws
of the United States of America, the laws of the States of New York and Texas
and the General Corporation Law of the State of Delaware, and we are expressing
no opinion as to the effect of the laws of any other jurisdiction.
<PAGE>
Offshore Logistics, Inc.
May 4, 1998
Page 3
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statements made with respect to us under the
caption "Legal Matters" in the Prospectus included as part of the Registration
Statement.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
------------------------------------------
Fulbright & Jaworski L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report included in this registration statement and to the incorporation by
reference in this registration statement of our report dated May 23, 1997
included in Offshore Logistics, Inc.'s Form 10-K for the nine month period
ended March 31, 1997 and to all references to our Firm included in this
registration statement.
Arthur Andersen LLP
New Orleans, Louisiana
April 27, 1998
<PAGE>
EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
_________
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility
of a Trustee Pursuant to Section 305(b)(2) __
STATE STREET BANK AND TRUST COMPANY
(Exact name of trustee as specified in its charter)
Massachusetts 04-1867445
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification No.)
225 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
John R. Towers, Esq. Executive Vice President and General Counsel
225 Franklin Street, Boston, Massachusetts 02110
(617)654-3253
(Name, address and telephone number of agent for service)
_____________________
OFFSHORE LOGISTICS, INC.
(Exact name of obligor as specified in its charter)
DELAWARE (72-0679819)
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
224 RUE DE JEAN
P.O. BOX 5-C
LAFAYETTE, LA 70505
(Address of principal executive offices) (Zip Code)
7 7/8 % SERIES B SENIOR NOTES DUE 2008
(Title of indenture securities)
<PAGE>
GENERAL
ITEM 1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO WHICH
IT IS SUBJECT.
Department of Banking and Insurance of The Commonwealth of Massachusetts,
100 Cambridge Street, Boston, Massachusetts.
Board of Governors of the Federal Reserve System, Washington, D.C., Federal
Deposit Insurance Corporation, Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The obligor is not an affiliate of the trustee or of its parent, State
Street Corporation.
(See note on page 2.)
ITEM 3. THROUGH ITEM 15. NOT APPLICABLE.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY.
1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN EFFECT.
A copy of the Articles of Association of the trustee, as now in
effect, is on file with the Securities and Exchange Commission as
Exhibit 1 to Amendment No. 1 to the Statement of Eligibility and
Qualification of Trustee (Form T-1) filed with the Registration
Statement of Morse Shoe, Inc. (File No. 22-17940) and is incorporated
herein by reference thereto.
2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE
BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.
A copy of a Statement from the Commissioner of Banks of Massachusetts
that no certificate of authority for the trustee to commence business
was necessary or issued is on file with the Securities and Exchange
Commission as Exhibit 2 to Amendment No. 1 to the Statement of
Eligibility and Qualification of Trustee (Form T-1) filed with the
Registration Statement of Morse Shoe, Inc. (File No. 22-17940) and is
incorporated herein by reference thereto.
3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE TRUST
POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS SPECIFIED
IN PARAGRAPH (1) OR (2), ABOVE.
A copy of the authorization of the trustee to exercise corporate trust
powers is on file with the Securities and Exchange Commission as
Exhibit 3 to Amendment No. 1 to the Statement of Eligibility and
Qualification of Trustee (Form T-1) filed with the Registration
Statement of Morse Shoe, Inc. (File No. 22-17940) and is incorporated
herein by reference thereto.
4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.
A copy of the by-laws of the trustee, as now in effect, is on file
with the Securities and Exchange Commission as Exhibit 4 to the
Statement of Eligibility and Qualification of Trustee (Form T-1) filed
with the Registration Statement of Eastern Edison Company (File No.
33-37823) and is incorporated herein by reference thereto.
1
<PAGE>
5. A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4. IF THE OBLIGOR IS IN
DEFAULT.
Not applicable.
6. THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED BY
SECTION 321(B) OF THE ACT.
The consent of the trustee required by Section 321(b) of the Act is annexed
hereto as Exhibit 6 and made a part hereof.
7. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED
PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING AUTHORITY.
A copy of the latest report of condition of the trustee published pursuant
to law or the requirements of its supervising or examining authority is
annexed hereto as Exhibit 7 and made a part hereof.
NOTES
In answering any item of this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for the
accuracy or completeness of such information.
The answer furnished to Item 2. of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company, a corporation
organized and existing under the laws of The Commonwealth of Massachusetts, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Boston and The
Commonwealth of Massachusetts, on the 6th day April 1998.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Susan C. Merker
NAME: SUSAN C. MERKER
TITLE: ASSISTANT VICE PRESIDENT
2
<PAGE>
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended, in connection with the proposed issuance by {OFFSHORE
LOGISTICS, INC.}. of its {7 7/8 SERIES B SENIOR NOTES DUE 2008}, we hereby
consent that reports of examination by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Susan C. Merker
NAME: SUSAN C. MERKER
TITLE: ASSISTANT VICE PRESIDENT
DATED: APRIL 6, 1998
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EXHIBIT 7
Consolidated Report of Condition of State Street Bank and Trust Company,
Massachusetts and foreign and domestic subsidiaries, a state banking institution
organized and operating under the banking laws of this commonwealth and a member
of the Federal Reserve System, at the close of business March 31, 1997,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act and in accordance
with a call made by the Commissioner of Banks under General Laws, Chapter 172,
Section 22(a).
<TABLE>
<CAPTION>
Thousands of
ASSETS Dollars
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin........................... 1,665,142
Interest-bearing balances.................................................... 8,193,292
Securities.................................................................... 10,238,113
Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and its Edge subsidiary......................... 5,853,144
Loans and lease financing receivables:
Loans and leases, net of unearned income.................... 4,936,454
Allowance for loan and lease losses......................... 70,307
Allocated transfer risk reserve............................. 0
Loans and leases, net of unearned income and allowances...................... 4,866,147
Assets held in trading accounts............................................... 957,478
Premises and fixed assets..................................................... 380,117
Other real estate owned....................................................... 884
Investments in unconsolidated subsidiaries.................................... 25,835
Customers' liability to this bank on acceptances outstanding.................. 45,548
Intangible assets............................................................. 158,080
Other assets.................................................................. 1,066,957
----------
Total assets.................................................................. 33,450,737
==========
LIABILITIES
Deposits:
In domestic offices.......................................................... 8,270,845
Noninterest-bearing........................................ 6,318,360
Interest-bearing........................................... 1,952,485
In foreign offices and Edge subsidiary....................................... 12,760,086
Noninterest-bearing........................................ 53,052
Interest-bearing........................................... 12,707,034
Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge subsidiary...................... 8,216,641
Demand notes issued to the U.S. Treasury and Trading Liabilities.............. 926,821
Other borrowed money.......................................................... 671,164
Subordinated notes and debentures............................................. 0
Bank's liability on acceptances executed and outstanding...................... 46,137
Other liabilities............................................................. 745,529
Total liabilities............................................................. 31,637,223
----------
EQUITY CAPITAL
Perpetual preferred stock and related surplus................................. 0
Common stock.................................................................. 29,931
Surplus....................................................................... 360,717
Undivided profits and capital reserves/Net unrealized holding gains (losses).. 1,426,881
Cumulative foreign currency translation adjustments........................... (4,015)
Total equity capital.......................................................... 1,813,514
----------
Total liabilities and equity capital.......................................... 33,450,737
==========
</TABLE>
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I, Rex S. Schuette, Senior Vice President and Comptroller of the above named
bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Rex S. Schuette
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
David A. Spina
Marshall N. Carter
Charles F. Kaye
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