-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SkKCIKUm5iSXATcDiXP9zpQ+LgUdsIDxXLC/JNZuFITV/tX55EnyRZMWRzyFot8w hMQtk+6DuH3SzuZiV2ozwA== 0000899243-97-001758.txt : 19970912 0000899243-97-001758.hdr.sgml : 19970912 ACCESSION NUMBER: 0000899243-97-001758 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970903 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OFFSHORE LOGISTICS INC CENTRAL INDEX KEY: 0000073887 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 720679819 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-23355 FILM NUMBER: 97674944 BUSINESS ADDRESS: STREET 1: 224 RUE DE JEAN STREET 2: PO BOX 5C CITY: LAFAYETTE STATE: LA ZIP: 70505 BUSINESS PHONE: 3182331221 MAIL ADDRESS: STREET 1: 224 RUE DE JEAN 70508 STREET 2: PO BOX 5C CITY: LAFAYETTE STATE: LA ZIP: 70505 424B3 1 SUPPLEMENT #2 FILED PURSUANT TO RULE 424(b)(3) REGISTRATION NO. 333-23355 SUPPLEMENT NO. 2 DATED SEPTEMBER 3, 1997 TO PROSPECTUS DATED JUNE 13, 1997 RELATING TO $98,000,000 PRINCIPAL AMOUNT 6% CONVERTIBLE SUBORDINATED NOTES DUE 2003 AND 4,286,964 SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF OFFSHORE LOGISTICS, INC. All capitalized terms used but not defined herein shall have the meanings prescribed in the Prospectus dated June 13, 1997, forming a part of the Registration Statement on Form S-3, File No. 333-23355. Any cross references in this Supplement refer to portions of the Prospectus. The purpose of this supplement is to provide additional information regarding the Selling Securityholders. In addition to the Selling Securityholders named in the Prospectus, the following table sets forth the name of each additional Selling Securityholder (or in the cases of The Gleneagles Fund Co. and McMahan Securities Co. L.P. sets forth an increased principal amount of Notes owned) and relationship, if any, with the Company and (i) the amount of Notes owned by each additional Selling Securityholder as of August 24, 1997 (subject to the qualification set forth below), (ii) the maximum amount of Notes which may be offered for the account of such Selling Securityholder as of August 24, 1997 and (iii) the maximum amount of Common Stock which may be offered for the account of such Selling Securityholder under the Prospectus.
PRINCIPAL PRINCIPAL AMOUNT OF COMMON STOCK COMMON STOCK NAME OF SELLING AMOUNT OF NOTES OFFERED OWNED PRIOR TO OFFERED SECURITYHOLDER NOTES OWNED HEREBY OFFERING (1) HEREBY (2) Colonial Penn Insurance Company $ 500,000 $ 500,000 21,872 21,872 Colonial Penn Life Insurance Company 500,000 500,000 21,872 21,872 The Gleneagles Fund Co. 900,000 900,000 39,370 39,370 McMahan Securities Co. L.P. 1,750,000 1,750,000 76,552 76,552 Palladin Partners I, L.P. 425,000 425,000 18,591 18,951 Palladin Overseas Fund Limited 75,000 75,000 3,280 3,280 ---------- ---------- ------- ------- TOTAL $4,150,000 $4,150,000 181,537 181,537 ========== ========== ======= =======
______________ (1) Comprises the shares of Common Stock into which the Notes held by such Selling Securityholder are convertible at the initial conversion rate. The Conversion Price and the number of shares of Common Stock issuable upon conversion of the Notes are subject to adjustment under certain circumstances. See "Description of Notes -- Conversion Rights." Accordingly, the number of shares of Common Stock issuable upon conversion of the Notes may increase or decrease from time to time. (2) Assumes conversion into Common Stock of the full amount of Notes held by the Selling Securityholder at the initial conversion price and the offering of such shares by such Selling Securityholder pursuant to the Registration Statement of which the Prospectus forms a part. The Conversion Price and the number of shares of Common Stock issuable upon conversion of the Notes are subject to adjustment under certain circumstances. See "Description of Notes -- Conversion Rights." Accordingly, the number of shares of Common Stock issuable upon conversion of the Notes may increase or decrease from time to time. Fractional shares will not be issued upon conversion of the Notes; rather, cash will be paid in lieu of fractional shares, if any. Because the Selling Securityholders may, pursuant to this Prospectus, offer all or some portion of the Notes they presently hold, no estimate can be given as to the amount of the Notes that will be held by the Selling Securityholders upon termination of any such sales. In addition, the Selling Securityholders identified above may have sold, transferred or otherwise disposed of all or a portion of their Notes since the date on which they provided the information regarding their Notes, in transactions exempt from the registration requirements of the Securities Act. See "Plan of Distribution." The Company may from time to time, in accordance with the Registration Rights Agreement, include additional Selling Securityholders in future supplements to the Prospectus. -----END PRIVACY-ENHANCED MESSAGE-----