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Bristow Group Inc – ‘10-Q’ for 12/31/96

As of: Friday, 2/14/97 · For: 12/31/96 · Accession #: 899243-97-238 · File #: 0-05232

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/14/97  Bristow Group Inc                 10-Q       12/31/96    6:423K                                   Donnelley R R & S… 06/FA

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      12     57K 
 2: EX-4.1      Indenture                                            110    453K 
 3: EX-4.2      Reg. Rights Agr.- Dated 12/17/96                      18     87K 
 4: EX-4.3      Reg. Rights Agr. - Dated 12/19/96 (Caled.)            20     72K 
 5: EX-11       Earnings Per Share                                     1      7K 
 6: EX-27       Financial Data Schedule                                2      6K

10-Q — Quarterly Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Changes in Securities Exhibits and Reports on Form 8-K Gross revenue Operating expenses
1	1st Page - Filing Submission
2	Gross revenue
"	Operating expenses
11	Item 2. Changes in Securities
"	Item 6. Exhibits and Reports on Form 8-K

10-Q 1st Page of 12 TOC ↑Top Previous Next ↓Bottom Just 1st
 
==============================================================================  
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549 

FORM 10-Q 

[x]  Quarterly Report Pursuant to  Section 13 or 15(d) of 
the Securities Exchange Act of 1934 
For the quarterly period ended December 31, 1996

[ ]   Transition Report Pursuant to Section 13 or 15(d)   
of the Securities Exchange Act of 1934
For the transition period  _____ to  _____

Commission File Number 0-5232 

OFFSHORE LOGISTICS, INC.  
(Exact name of registrant as specified in its charter)  

DELAWARE                              72-0679819
  (State or other jurisdiction of         (IRS Employer Identification Number)
incorporation or organization)                                          

224 RUE DE JEAN                                   
P. O. BOX 5C, LAFAYETTE, LOUISIANA                       70505      
(Address of principal executive offices)                 (Zip Code)       

Registrant's telephone number, including area code:  (318) 233-1221             

-----------------------------------------------------------------------------   
(Former name, former address and former fiscal year, if changed since last  
report) 

    Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange  
Act of  1934 during the preceding 12 months, and (2) has been subject to such   
filing requirements for the past 90 days.            Yes [x]     No [ ]         

        Indicate the number of shares outstanding of each of the
issuer's classes of Common Stock, as of December 31, 1996.                      

21,040,989 shares of Common Stock, $.01 par value 

==============================================================================  

10-Q 2nd Page of 12 TOC 1st Previous Next ↓Bottom Just 2nd
OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENT OF INCOME
(thousands of dollars, except per share amounts)

                                                        [Enlarge/Download Table]

                                              THREE MONTHS ENDED           SIX MONTHS ENDED      
                                                 DECEMBER 31,                DECEMBER 31,        
                                           -------------------------   --------------------------
                                             1996          1995          1996          1995      
                                           ------------  -----------   ------------  ------------
                                                                                                 
GROSS REVENUE                                                                                    
Operating revenue......................... $    49,614   $    39,878   $    91,600   $    78,869 
Gain (loss) on disposal of equipment......         492            66           723          (158)
                                           -----------   -----------   -----------   ----------- 
                                                50,106        39,944        92,323        78,711 

OPERATING EXPENSES                                                                               
Direct cost...............................      36,789        31,608        67,006        61,480 
Depreciation and amortization.............       3,137         2,184         5,572         4,337 
General and administrative................       3,324         3,152         6,514         6,252 
                                           -----------   -----------   -----------   ----------- 
                                                43,250        36,944        79,092        72,069 
                                           -----------   -----------   -----------   ----------- 

OPERATING INCOME..........................       6,856         3,000        13,231         6,642 
Earnings from unconsolidated entities.....       1,019         1,109         2,274         1,734 
Interest income...........................       1,246         1,050         2,348         2,051 
Interest expense..........................         831           192           970           400 
                                           -----------   -----------   -----------   ----------- 

INCOME BEFORE PROVISION FOR INCOME TAXES..       8,290         4,967        16,883        10,027 
Provision for income taxes................       2,653         1,436         5,403         2,908 
(Income) loss of minority interest........         (29)          (75)          (17)           (4)
                                           -----------   -----------   -----------   ----------- 
NET INCOME................................ $     5,608   $     3,456   $    11,463   $     7,115 
                                           ===========   ===========   ===========   =========== 
Earnings per common share and                                                                    
common equivalent share...................       $0.28         $0.18         $0.57         $0.36 
                                           ===========   ===========   ===========   =========== 
Common shares and common                                                                         
equivalent shares outstanding.............  20,174,104    19,728,422    19,969,343    19,748,084 
                                           ===========   ===========   ===========   =========== 


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OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES 
CONSOLIDATED BALANCE SHEET
(thousands of dollars)

                                                                 [Download Table]
                                                                               

                                                         DECEMBER 31,  JUNE 30, 
                                                            1996         1996   
                                                         ------------   ------- 
ASSETS                                                                          
------                                                                          
                                                                                
Current Assets:                                                                 
 Cash and cash equivalents...............................   $ 27,971   $ 57,072 
 Investment in marketable securities.....................          -     19,967 
 Accounts receivable.....................................     82,601     29,743 
 Inventories.............................................     72,832     26,724 
 Prepaid expenses........................................        769        694 
                                                            --------   -------- 
      Total current assets...............................    184,173    134,200 

Investments in unconsolidated entities...................     10,929      8,792 
Property and equipment - at cost:                                               
 Land and buildings......................................     15,927      2,977 
 Aircraft and equipment..................................    505,692    135,613 
                                                            --------   -------- 
                                                             521,619    138,590 
Less: accumulated depreciation and amortization..........    (68,661)   (64,401)
                                                            --------   -------- 
                                                             452,958     74,189 
Other assets.............................................     37,310     24,329 
                                                            --------   -------- 
                                                            $685,370   $241,510 
                                                            ========   ======== 

LIABILITIES AND STOCKHOLDERS' INVESTMENT                                        
----------------------------------------                                        
Current Liabilities:                                                            
 Accounts payable........................................   $ 32,207   $  4,872 
 Accrued liabilities.....................................     38,111      8,542 
 Current maturities of long-term debt....................     49,678      4,850 
                                                            --------   -------- 
      Total current liabilities..........................    119,996     18,264 

 Long-term debt, less current maturities.................    206,151        750 
 Deferred credits........................................      1,244      2,487 
 Deferred taxes..........................................    111,248     19,271 
 Minority interest.......................................      9,819      1,055 

Stockholders' Investment:                                                       
 Common Stock, $.01 par value, authorized                                       
    35,000,000 shares; outstanding 20,040,989 and                               
    19,498,398 at December 31 and June 30,                                      
    respectively (exclusive of 517,550 treasury shares)..        210        195 
 Additional paid-in capital..............................    114,944     95,934 
 Retained earnings.......................................    115,017    103,554 
 Cumulative translation adjustment.......................      6,741          - 
                                                            --------   -------- 
                                                             236,912    199,683 
                                                            --------   -------- 
                                                            $685,370   $241,510 
                                                            ========   ======== 

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OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENT OF CASH FLOWS
(thousands of dollars)

                                                                [Download Table]

                                                                 SIX MONTHS ENDED   
                                                                   DECEMBER 31,     
                                                                  1996       1995   
                                                               ----------  ---------
                                                                                    
Cash flows from operating activities:                                               
     Net income............................................... $  11,463   $  7,115 
Adjustments to reconcile net income to net cash                                     
provided by operating activities:                                                   
     Depreciation and amortization............................     5,572      4,337 
     Increase (Decrease) in deferred taxes....................      (695)       428 
     Loss (Gain) on asset dispositions........................      (723)       158 
     Minority interest in earnings............................        17          4 
     Increase in accounts receivable..........................    (4,041)      (445)
     Increase in inventories..................................    (1,748)      (885)
     Increase in prepaid expenses and other...................    (3,241)      (681)
     Increase (Decrease) in accounts payable..................      (487)     2,137 
     Increase (Decrease) in accrued liabilities...............    11,910     (2,429)
     Decrease in deferred credits.............................    (1,244)    (1,250)
                                                               ---------   -------- 
Net cash provided by operating activities.....................    16,783      8,489 
                                                               ---------   -------- 

Cash flows from investing activities:                                               
     Capital expenditures.....................................    (3,794)    (4,608)
     Proceeds from asset dispositions.........................     1,012        150 
     Investment in marketable securities......................       ---    (11,952)
     Proceeds from sale or maturity of marketable securities..    20,001     11,988 
     Cash used in Bristow transaction, net of cash received...  (153,029)       --- 
                                                               ---------   -------- 
Net cash used in investing activities.........................  (135,810)    (4,422)
                                                               ---------   -------- 

Cash flows from financing activities:                                               
     Proceeds from borrowings.................................    88,418        150 
     Issuance of common stock.................................     1,501        447 
                                                               ---------   -------- 
Net cash provided by financing activities.....................    89,919        597 
                                                               ---------   -------- 
Effect of exchange rate changes in cash.......................         7         -- 
                                                               ---------   -------- 

Net increase (decrease) in cash...............................   (29,101)     4,664 
Cash and cash equivalents at beginning of year................    57,072     47,973 
                                                               ---------   -------- 

Cash and cash equivalents at end of quarter................... $  27,971   $ 52,637 
                                                               =========   ======== 
Supplemental disclosure of cash flow information                                    
Cash paid during the period for:                                                    
  Interest.................................................... $   2,654   $    319 
  Income taxes................................................     5,235      4,148 


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OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 

NOTE A - BASIS OF PRESENTATION                                                  

The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not include all
information and footnotes necessary for a fair presentation of financial        
position, results of operations, and cash flows in conformity with generally    
accepted accounting principles.  In the opinion of management, any adjustments  
considered necessary for a fair presentation have been included.  Operating     
results for the six months ended December 31, 1996, are not necessarily         
indicative of the results that may be expected for the year ending June 30,     
1997.  For further information, refer to the consolidated financial statements  
and footnotes included in the Company's Annual Report on Form 10-K for the year 
ended June 30, 1996.                                                            

NOTE B - BRISTOW HELICOPTERS                                                    

On December 19, 1996, the Company completed its previously announced  
transaction to acquire a significant economic interest in Bristow Aviation      
Holdings, Ltd. ("BAHL"), a newly incorporated company in England.  BAHL was     
formed to acquire all of the outstanding shares of Bristow Helicopter Group,    
Ltd. ("Bristow").  Bristow has conducted helicopter operations for more than 30 
years and currently operates 121 aircraft in the North Sea, Nigeria, China,     
South America, Australia, Cambodia, and Brunei.                                 

Under the terms of the transaction, the Company will own 49% of BAHL, 
(Pounds) 5.0 million of Bristow's subordinated debt and (Pounds) 91 million of  
subordinated debt of BAHL. The subordinated debt of BAHL will bear interest at  
an annual rate of 13.5%. In addition, the Company has entered into put/call     
agreements with the other two shareholders of BAHL whereby the Company will have
the right to buy all BAHL shares held by the shareholders and who, in turn, will
have the right to sell their shares to the Company at a fixed price of (Pounds) 
5.1 million, plus an additional amount equal to a 10% or 12% return depending on
which party elects to buy/sell under the agreement. Under current U.K. law,     
voting control of BAHL must reside with European citizens and accordingly, the  
Company would be required to find a qualified European investor or investors to 
own 51% of the outstanding shares of BAHL if it bought out the original         
shareholders.                                                                   

The Company financed the purchase price of $169.4 million with a      
combination of $56.5 million of existing cash, $98 million of 6% convertible    
subordinated notes and 1,374,389 shares of common stock.  The 6% convertible    
notes ("notes") pay interest semi-annually on June 15 and December 15 and are   
due December 15, 2003.  The notes are convertible 60 days after issuance, at the
option of the holder, into shares of common stock of the Company at a conversion
price of $22.86 per share.  The notes are redeemable, in whole or in part after 
December 15, 1999, at the option of the Company at the following redemption     
prices:                                                                         

YEAR                            REDEMPTION PRICE            
----                            ----------------            

1999.............................    103.43%                
2000.............................    102.57%                
2001.............................    101.71%                
2002.............................    100.86%                

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      The transaction was treated as a purchase for accounting purposes.
The purchase price has been allocated to the assets and liabilities based on    
estimated fair value.  The purchase price allocation is preliminary and subject 
to final review.                                                                

         The operating results of BAHL have been consolidated in the Company's
statement of income since December 19, 1996. The following summarized unaudited 
income statement data reflects the impact the transaction would have had on the 
Company's results of operations for the six months ended December 31, 1996 and  
1995 had the transaction occurred on July 1, 1995:                              

        PROFORMA RESULTS FOR THE
         SIX MONTHS ENDED DECEMBER 31,
         -----------------------------
        (thousands of dollars, except per share amounts)

    1996      1995
    --------  --------
   (unaudited)

Gross revenue..................  $211,904  $198,924                             
    ========  ========

Net Income.....................  $ 13,078  $  9,864                             
    ========  ========

Earnings per common share and                                                   
common equivalent share:                                                        
Primary.......................  $   0.62  $   0.47                            
    ========  ========
Fully diluted.................  $   0.59  $   0.47                            
    ========  ========

NOTE C - FOREIGN CURRENCY TRANSACTION                                           

         The functional currency of Bristow is the British pound sterling. The
December 31, 1996 balance sheet of Bristow was translated using the period end  
exchange rate. The operating results of Bristow from December 19, 1996 through  
December 31, 1996 were translated using the weighted average exchange rate for  
the period. There were no material foreign transaction gains or losses for the  
period from December 19, 1996 through December 31, 1996.                        

NOTE D - NEW ACCOUNTING PRONOUNCEMENTS                                          

       Effective July 1, 1996, the Company adopted Statement of Accounting
Standards ("SFAS") No. 121 - "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of."  The adoption had no impact on the
Company's results of operations or financial position.                          

       On July 1, 1996, the Company elected to continue to account for its
employee stock options in accordance with the provisions of Accounting          
Principles Board Opinion 25 and, accordingly, adopted the disclosure provisions 
of SFAS No. 123 - "Accounting for Stock-Based Compensation."                    

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

    The Company's most significant operation is supplying helicopter
transportation services to the worldwide offshore oil and gas industry.  This   
area of operation was enhanced by the Company's completion of its investment in 
Bristow Aviation Holdings, Ltd. ("BAHL") on December 19, 1996.  BAHL was formed 
to acquire all of the outstanding shares of Bristow Helicopter Group, Ltd.      
("Bristow").  Bristow is also a leading supplier of helicopter transportation   
services to the worldwide offshore oil and gas industry.  With the addition of  
the assets and the operations of Bristow, the Company will conduct operations in
the two largest oil and gas producing regions, the North Sea and the Gulf of    
Mexico, and more than 15 other countries around the world with a fleet of 320   
aircraft.  The Company, through its investment in Bristow, provides pilot and   
engineering training services for both governmental agencies and private        
industry, technical engineering and design services, search and rescue          
operations, and repair and overhaul services.  The Company also provides        
production personnel and medical support services to the worldwide oil and gas  
industry and manufactures, installs and maintains cathodic protection systems to
arrest corrosion in oil and gas drilling and production facilities and other    
metal structures.                                                               

   A summary of operating results for the applicable periods is as
follows:                                                                        

                                                        [Enlarge/Download Table]


                                           THREE MONTHS ENDED      SIX MONTHS ENDED   
                                               DECEMBER 31,          DECEMBER 31,     
                                           ---------------------  --------------------
                                              1996       1995       1996       1995   
                                            ---------  ---------  ---------  ---------
                                                                                      

Gross revenue.............................   $50,106    $39,944    $92,323    $78,711 
Operating expenses........................    43,250     36,944     79,092     72,069 
                                             -------    -------    -------    ------- 

Operating income..........................     6,856      3,000     13,231      6,642 

Earnings from unconsolidated entities.....     1,019      1,109      2,274      1,734 
Interest income, net......................       415        858      1,378      1,651 
                                             -------    -------    -------    ------- 

Income before provision for income taxes..     8,290      4,967     16,883     10,027 

Provision for income taxes................     2,653      1,436      5,403      2,908 
(Income) loss of minority interest........       (29)       (75)       (17)        (4)
                                             -------    -------    -------    ------- 

Net income................................   $ 5,608    $ 3,456    $11,463    $ 7,115 
                                             =======    =======    =======    ======= 

RESULTS OF OPERATIONS                                                           
---------------------                                                           

CONSOLIDATED                                                                    
       Consolidated operating revenues for the three months ended December
31, 1996 were $49.6 million compared to $39.9 million in the prior year, a 24%  
increase, and for the six months ended December 31, 1996 were $91.6 million     
compared to $78.9 million in the prior year, a 16% increase.  The increase in   
revenue is attributable to the completion of the Bristow transaction on December
19, 1996                                                                        

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($8.2 million) , as well as the improved activity levels in helicopter          
activities. Consolidated operating expenses for the three months ended December 
31, 1996 were $43.3 million compared to $36.9 million in the prior year, a 17%  
increase, and for the six months ended December 31, 1996 were $79.1 million     
compared to $72.1 million in the prior year, a 10% increase. The increase in    
expenses is primarily related to the additional expenses of Bristow since       
December 19, 1996. Operating income (excluding gains on disposal of equipment)  
for the three months and six months ended December 31, 1996 were $6.4 million   
and $12.5 million, respectively, representing an increase of over 100% and over 
80%, respectively from the prior year. Net income for the three months and six  
months ended December 31, 1996 was $5.6 million and $11.5 million, respectively,
a 60% increase over prior year net income.                                      

HELICOPTER ACTIVITIES                                                           

          Consolidated flight hours were approximately 31,400 and 61,800 for the
three months and six months ended December 31, 1996, respectively, a 19% and 14%
increase compared to the same period in the prior year. The increase is related 
to the combined effect of improved Gulf of Mexico activity and the transaction  
with Bristow outlined previously, as well as increased activity of existing     
international operations.                                                       

          Operating revenues from helicopter activities for the three months and
six months ended December 31, 1996 were approximately $33.8 million and $59.5   
million, respectively, compared to $22.1 million and $43.8 million in the prior 
year. Strong drilling activity in the Gulf of Mexico increased the demand for   
the Company's larger crew change aircraft prompting an increase in helicopter   
rates and resulting in significantly higher operating revenues compared to the  
prior year. Operating revenues from the Gulf of Mexico activity were            
approximately $21.9 million and $43.0 million for the three months and six      
months ended December 31, 1996, a 17% and 16% increase over the prior year.     
Operating revenues from Bristow for the period from the transaction (December   
19, 1996) through December 31, 1996 were $8.2 million. Operating revenues from  
existing International operations were $4.8 million and $9.6 million for the    
three months and six months ended December 31, 1996, respectively, an 18% and   
30% increase from the prior year. Operating revenues from Alaska operations were
$1.6 million and $4.1 million for the three months and six months ended December
31, 1996, respectively.                                                         

         Operating expenses for helicopter activities for the three months and
six months ended December 31, 1996 were approximately $27.4 million and $46.3   
million, respectively, compared to $18.8 million and $35.9 million in the prior 
year.  Operating expenses for the Gulf of Mexico were approximately $17.9       
million and $32.4 million for the three months and six months ended December 31,
1996, a 6% increase from the prior year.  Operating expenses for Bristow for the
period from the transaction (December 19, 1996) through December 31, 1996 were  
$7.5 million. Operating expenses for existing International operations were $3.3
million and $6.6 million for the three months and six months ended December 31, 
1996, respectively.                                                             

  Operating income for helicopter activities (excluding gains on
disposal of equipment) for the three months and six months ended December 31,   
1996 were $6.5 million and $13.2 million, respectively, compared to $3.3 million
and $7.9 million in the prior year.  The $3.2 million and $5.3 million increase 
in operating income is primarily attributable to the Gulf of Mexico operations. 
Operating income in the Gulf of Mexico  increased 125% and 84% for the three    
months and six months ended December 31, 1996, compared to the same period in   
the prior year.   Consolidated gross margins for helicopter activities were 19% 
and 22% for the three months and six months ended December 31, 1996,            
respectively, compared to 15% and 18% in the prior year.                        

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PRODUCTION MANAGEMENT SERVICES                                                  

       Operating revenues from GPM were approximately $7.9 million for the
three months ended December 31, 1996, equal to prior year revenues, and were    
$15.5 million for the six months ended December 31, 1996, a 7% decrease from the
prior year.  Operating expenses for GPM were approximately $7.4 million and     
$14.6 million for the three months and six months ended December 31, 1996,      
respectively, a 6% and an 11% decrease from the prior year.  Gross margins for  
the three and six months ended December 31, 1996 were nearly 6%, prior year     
operations were close to breakeven.  Improved gross margins were the result of  
improved pricing policies and several cost containment measures.                

CATHODIC PROTECTION SERVICES                                                    

         Operating revenues from CPS were approximately $8.7 million and $18.0
million for the three months and six months ended December 31, 1996,            
respectively, a decrease of 20% and 13% from the comparable periods in the prior
year.  Operating expenses for CPS were approximately $8.5 million and $17.8     
million for the three months and six months ended December 31, 1996,            
respectively, an 18% and a 13% decrease from the prior year.  Operating income  
from CPS was $0.1 million and $0.2 million for the three months and six months  
ended December 31, 1996.                                                        

LIQUIDITY AND CAPITAL RESOURCES                                                 

        Cash, cash equivalents, and marketable securities were $28.0 million
and $77.0 million as of December 31, 1996 and June 30, 1996, respectively. The  
Company used existing cash of $56.5 million together with the proceeds from     
issuing $98.0 million of 6% convertible subordinated debt to finance the Bristow
transaction. Total debt was $255.8 million as of December 31, 1996, including   
$98.0 million of subordinated notes, (Pounds) 88.9 million of acquired Bristow  
debt ($152 million at December 31, 1996) with recourse to Bristow only, and $5.6
million related to CPS with recourse to CPS only. The convertible subordinated  
notes require semi-annual interest payments with principal due on December 15,  
2003. The notes are convertible at the option of the holder and can be redeemed 
by the Company after December 15, 1999. The acquired Bristow debt has scheduled 
repayments through 2001 in British pounds sterling with (Pounds) 26.1 million   
repayable over the next 12 months. Certain portions of the debt can be repaid or
acquired by the Company prior to maturity or on November 7, 1997, with no       
repayment penalty.                                                              

  As of December 31, 1996, the Company had $10 million of credit
available under an unsecured working capital line of credit from a bank.        
Management believes that normal operations will provide sufficient working      
capital and cash flow to meet debt service for the foreseeable future.          

      The effective income tax rates were 32% and 29% for the six months
ended December 31, 1996 and 1995, and is based on the Company's projected       
effective tax rate for the fiscal year then ended.  The increase in the         
projected tax rate for fiscal 1997 is primarily the result of higher projected  
domestic income for the year.                                                   

          The Company has received notices  from the United States Environmental
Protection Agency that it is one of approximately 160 potentially responsible   
parties ("PRP") at one Superfund site in Texas, one of over 300 PRPs at two     
sites in Louisiana, and a PRP at one site in Rhode Island.  The Company         
believes, based on presently available information, that its potential liability
for clean up and other response costs in connection with these sites is not     
likely to have a material adverse effect on the Company's business or financial 
condition.                                                                      

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FORWARD LOOKING STATEMENTS                                                      

        The Company cannot predict the future prices of crude oil or natural
gas nor the future level of drilling activity.  However, if current drilling    
activity levels continue in the Gulf of Mexico, management is optimistic that   
the high demand for the Company's helicopter activities will continue. In       
addition, management is optimistic about the increase in the Company's worldwide
helicopter operations through its investment in Bristow.                        

          There are statements contained herein that are forward-looking and are
based on factors including, among other things, the prices of crude oil and     
natural gas, the level of offshore drilling activity, and the worldwide oil and 
gas market, which could cause actual results to differ materially from such     
expectations.                                                                   

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PART II 

Item 2.  Changes in Securities.                                                 
------   ---------------------                                                  

    On December 17, 1996, the Registrant sold $80,000,000 in aggregate
principal amount of its 6% Convertible Subordinated Notes Due 2003 (the "Notes")
to Jefferies & Company, Inc., Simmons & Company International, and Johnson Rice 
& Company L.L.C. (the "Initial Purchasers") at an aggregate offering price of   
$80,000,000. The aggregate underwriting discounts were $1,840,000. On December  
27, 1996, the Registrant sold $10,500,000 in aggregate principal amount of the  
Notes to the Initial Purchasers at an aggregate offering price of $10,500,000   
pursuant to the exercise by such purchasers of an over-allotment option. The    
aggregate underwriting discounts were $241,500.                                 

        The Notes were resold by the Initial Purchasers to persons believed by
them to be "qualified institutional buyers" as defined in Rule 144A under the   
Securities Act of 1933 (the "Act"). The sale of the Notes to the Initial        
Purchasers was exempt from registration pursuant to the provisions of Section   
4(2) of the Act and the resales by the Initial Purchasers were exempt pursuant  
to Rule 144A under the Act.                                                     

         The Notes are convertible at any time on or after February 25, 1997 and
prior to maturity at a conversion price of $22.86 per share, subject to         
adjustment in certain events.                                                   

Item 6.  Exhibits and Reports on Form 8-K                                       
------   --------------------------------                                       

(a)      Listed below are the documents filed as exhibits to this report:       

Exhibit                                                       
-------                                                       

    4.    Instruments defining the rights of security holders,
including indentures                      

                 (1)  Indenture dated as of December 15, 1996, between Fleet
National Bank and the Company   

                 (2)  Registration Rights Agreement dated December 17, 1996,
                  between the Company and Jefferies & Company, Inc.,
                   Simmons & Company International, and Johnson Rice &
Company L.L.C.                  

                 (3)  Registration Rights Agreement dated December 19, 1996,
                between the Company and Caledonia Industrial and
Services Limited                

11.   Computation of earnings per share               

27.   Financial data schedule                         

(b)      Reports on Form 8-K                                                    

     On January 3, 1997, the Company filed a Form 8-K dated December 19,
1996. Information reported was under Item 2 - Acquisition or  
        Disposition of Assets and Item 9 - Sales of Equity Securities Pursuant
to Regulation S.                                              

11

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the    
undersigned thereunto duly authorized.                                          

                        OFFSHORE LOGISTICS, INC.

                        BY: /s/ James B. Clement
                                   -----------------------------
                      JAMES B. CLEMENT
                                       Chairman of the Board, President,
                                  and Chief Executive Officer,

                          DATE:   February  14, 1997

                       BY: /s/ George M. Small
                                   -----------------------------
                     GEORGE M. SMALL
                                        Vice President and Chief Financial
             Officer

                       DATE: February 14, 1997

12

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

	12/15/03	5	9
	12/15/99	5	9
	11/7/97	9
	6/30/97	5		10-Q
	2/25/97	11
Filed on:	2/14/97	12		SC 13G, SC 13G/A
	1/3/97	11		8-K
For Period End:	12/31/96	1	9	10-Q/A
	12/27/96	11
	12/19/96	5	11	8-K
	12/17/96	11
	12/15/96	11
	7/1/96	6
	6/30/96	5	9	10-K405
	12/31/95	6	9	10-Q
	7/1/95	6
				List all Filings

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Filing Submission 0000899243-97-000238 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Bristow Group Inc – ‘10-Q’ for 12/31/96

As of: Friday, 2/14/97 · For: 12/31/96 · Accession #: 899243-97-238 · File #: 0-05232

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Quarterly Report — Form 10-Q
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