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Bristow Group Inc – ‘8-K’ for 12/19/96

As of: Friday, 1/3/97 · For: 12/19/96 · Accession #: 899243-97-27 · File #: 0-05232

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

 1/03/97  Bristow Group Inc                 8-K:2,7,9  12/19/96    2:219K                                   Donnelley R R & S… 06/FA

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                        39    154K 
 2: EX-2.(1)    Master Agreement                                      88    259K

8-K — Current Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Acquisition or Disposition of Assets Financial Statements and Exhibits Sales of Equity Securities Pursuant to Regulation S Shareholders' Funds Staff costs Taxation Turnover
1	1st Page - Filing Submission
2	Item 2. Acquisition or Disposition of Assets
4	Item 7. Financial Statements and Exhibits
"	Item 9. Sales of Equity Securities Pursuant to Regulation S
12	Turnover
13	Taxation
14	Staff costs
28	Shareholders' Funds

8-K 1st Page of 39 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

----------------  

FORM 8-K

----------------  

CURRENT REPORT PURSUANT 
TO SECTION 13 OR 15(D) OF THE 
SECURITIES EXCHANGE ACT OF 1934 

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) DECEMBER 19, 1996

OFFSHORE LOGISTICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)

  0-5232                                72-0679819
      (COMMISSION FILE NUMBER)          (I.R.S. EMPLOYER IDENTIFICATION NO.)

224 Rue de Jean P.O. Box 5C, Lafayette,                   70505                 
    LA                                  (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE                                         
OFFICES)                                        

(318) 233-1221
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

N/A 
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) 

8-K 2nd Page of 39 TOC 1st Previous Next ↓Bottom Just 2nd
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS                                    

On December 19, 1996, Offshore Logistics, Inc. ("OLOG") acquired 49% of the 
common stock and a significant economic interest in Bristow Aviation Holdings   
Limited ("Bristow"). Bristow is incorporated in England and holds all of the    
outstanding shares in Bristow Helicopter Group Limited ("BHGL").                

Bristow was organized with three different classes of ordinary shares       
(common stock) having disproportionate voting rights. Caledonia Investments     
plc and its subsidiary, Caledonia Industrial & Services Limited,                
(collectively, "Caledonia"), OLOG and Mr. Andreas K.L. Ugland of Oslo, Norway   
(the "E.U. Investor"), a business affiliate of Bristow in a Norwegian           
helicopter services company, own 49%, 49% and 2% respectively, of Bristow's     
total outstanding ordinary shares, representing 37.5%, 37.5% and 25%,           
respectively, of the total voting rights.                                       

OLOG, Caledonia, the EU Investor and Bristow entered into a shareholders'   
agreement respecting, among other things, the composition of the board of       
directors of Bristow. Under such agreement, Caledonia has the right to appoint  
three directors, OLOG has the right to appoint two directors, the EU Investor   
is appointed a director and the seventh director is appointed from Bristow's    
management. On all matters coming before Bristow's board, Caledonia's           
appointees has a total of five votes and the four other directors have one      
vote each.                                                                      

These ownership and voting arrangements allow Bristow to satisfy The British
Civil Aviation Authority (the "CAA") requirements that qualified European       
shareholders have majority ownership and control.                               

OLOG paid (Pounds)80.2 million (approximately $132 million) in cash (funded 
from existing OLOG cash balances and the proceeds of 6% Convertible             
Subordinated Notes ("Notes") due 2003 and issued on December 17, 1996), $7.5    
million of the Notes issued to Caledonia and 1,374,389 shares of Common Stock   
issued to Caledonia and BHGL's management on December 19, 1996. In addition,    
OLOG acquired (Pounds)5 million principal amount of BHGL's subordinated debt    
for cash of approximately $8.9 million including accrued interest. Caledonia    
received 1,300,000 shares of the Common Stock and BHGL's management received    
74,389. OLOG provided Caledonia and BHGL's management with certain customary    
registration rights under U.S. securities laws respecting the resale of their   
shares of Common Stock (including the shares underlying the Notes issued to     
Caledonia).                                                                     

In addition to its ownership of 49% of Bristow's outstanding ordinary shares
and (Pounds)5.0 million principal amount of Bristow's subordinated debt, OLOG   
acquired (Pounds)91 million (approximately $150 million) principal amount of    
subordinated unsecured loan stock (debt) of Bristow bearing interest at an      
annual rate of 13.5% and payable semi-annually. Bristow has the right to defer  
payment of interest on such debt until January 31, 2002. Any such deferred      
interest would also accrue interest at an annual rate of 13.5%.                 

So long as Caledonia has a significant interest in the shares of Common     
Stock issued to it pursuant to the Master Agreement or maintains its voting     
control of Bristow, Caledonia will have the right to nominate two persons to    
the board of directors of OLOG and to replace any such directors so nominated.  
Initially, Caledonia has nominated Peter N. Buckley, its Chairman, and          
Jonathan H. Cartwright, Caledonia's Finance Director, to the OLOG board.        

Caledonia, OLOG and the EU Investor also entered into a put/call agreement  
whereunder, upon giving specified prior notice, OLOG has the right to buy all   
the Bristow shares held by Caledonia and the EU Investor, who, in turn, each    
has the right to sell such shares to OLOG. Under current U.K. law, OLOG would   
be required to find a qualified European investor to own any Bristow shares it  
acquired under the put/call agreement. The agreement fixes the put/call price   
of the shares at (Pounds)5.1 million (including (Pounds)4.9 million for         
Caledonia's shares and (Pounds)0.2 million for the EU Investor's shares), plus  
an additional amount equal to a compound annual return of 10% should either     
Caledonia or the EU Investor elect to sell its shares to OLOG or 12% should     
OLOG elect to buy such shares. OLOG has secured the fixed price of Caledonia's  
Bristow shares with U.K. government securities and guarantee to Caledonia the   
appropriate compound annual return thereon.                                     

OLOG will consolidate Bristow's results for financial reporting purposes.   
The economic interests of Caledonia and the EU Investor in Bristow will be      
limited, in effect, to the fixed put/call price for their respective shares     
plus a compound annual return.                                                  

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8-K 3rd Page of 39 TOC 1st Previous Next ↓Bottom Just 3rd
Caledonia will receive management fees from Bristow for as long as Caledonia
owns its Bristow shares. Such management fees will be payable semiannually in   
advance and will total (Pounds)500,000 for the first year, (Pounds)900,000 for  
each of the second and third years and (Pounds)757,000 for each of the fourth   
and fifth years. If OLOG exercises its right to buy Caledonia's Bristow shares  
within the first five years following closing, then the full amount of the      
management fees for the remainder of the five-year period will be payable to    
Caledonia in a lump sum at the time of the purchase. If Caledonia exercises     
its right to sell its Bristow shares to OLOG, then no management fees would be  
payable after completion of the sale, unless (i) OLOG fails to purchase the     
shares, (ii) Caledonia exercised its right to sell following a sale by OLOG of  
its Bristow shares or (iii) OLOG is in breach of its obligations under the      
shareholders' agreement. If, at the end of five years from closing, neither     
the right to buy nor the right to sell has been exercised, then the management  
fees payable for each of the following two years will equal (Pounds)500,000.    
The EU Investor may also receive nominal management fees from Bristow as long   
as he owns Bristow shares.                                                      

2 

8-K 4th Page of 39 TOC 1st Previous Next ↓Bottom Just 4th
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS                                       

(a) Financial statements of business acquired                               

The financial statements for the acquired business, Bristow Helicopter Group
Limited, for the periods required by Rule 3-05(b) of Regulation S-X are         
attached hereto as Annex A.                                                     

(b) Pro forma financial information                                         

The pro forma financial information required pursuant to Article 11 of      
Regulation S-X is attached hereto as Annex B.                                   

(c) Exhibits                                                                

2(l) Master Agreement dated December 12, 1996. The documents listed as      
  "Annexures" in the Table of Contents of the Master Agreement are not
 included. The Registrant agrees to furnish supplementally a copy of
  any omitted Annexure to the Securitites and Exchange Commission upon
request.                                                          

ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.                    

On December 19, 1996, the Registrant issued $7.5 million of the Convertible 
Subordinated Notes due 2003 (the "Notes") to Caledonia in accordance with the   
Bristow transaction discussed in Item 2 of this Form 8-K. The Notes are         
convertible into common stock at any time on or after February 15, 1997, and    
prior to the close of business on December 15, 2003, at a conversion price of   
$22.86 per share, subject to adjustment in certain events. On such date, the    
Registrant also issued 1,374,389 shares of Common Stock to Caledonia and BHGL's 
management in the Bristow transaction. The Notes and Common Stock were issued   
pursuant to Regulation S under the Securities Act of 1933. Caledonia agreed not 
to make any disposition of its Notes or Common Stock in or into the United      
States prior to January 29, 1997 and BHGL's management agreed not to make any   
such dispositions of such Common Stock prior to January 29, 1998. Because two   
representatives of Caledonia are members of the Board of Directors of the       
Registrant, Caledonia may be deemed to be an "affiliate" of the Registrant.     

3 

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SIGNATURES  

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

                                        OFFSHORE LOGISTICS, INC.
                                         _____________________________________
                                        (Registrant)

Date  January 3, 1997                     By      /s/ George M. Small           
                                         _____________________________________
                                         George M. Small
                                        Vice President and
                                         Chief Financial Officer

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ANNEX A 

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BRISTOW HELICOPTER GROUP LIMITED

INDEPENDENT AUDITORS' REPORT

The Stockholders'                                                               
Bristow Helicopter Group Limited                                                

We have audited the accompanying consolidated balance sheets of Bristow     
Helicopter Group Limited as at 31 December 1995 and 1994, and the related       
consolidated profit and loss accounts and cash flow statements for each of the  
years in the three year period ended 31 December 1995. These consolidated       
financial statements are the responsibility of the management of Bristow        
Helicopter Group Limited. Our responsibility is to express an opinion on these  
consolidated financial statements based on our audits.                          

We conducted our audit in accordance with generally accepted auditing       
standards in the United Kingdom, which standards are substantially equivalent   
to auditing standards generally accepted in the United States. Those standards  
require that we plan and perform the audit to obtain reasonable assurance about 
whether the financial statements are free of material misstatement. An audit    
includes examining, on a test basis, evidence supporting the amounts and        
disclosures in the financial statements. An audit also includes assessing the   
accounting principles used and significant estimates made by management, as     
well as evaluating the overall financial statement presentation. We believe     
that our audits provide a reasonable basis for our opinion.                     

In our opinion, the consolidated financial statements referred to above     
present fairly, in all material respects, the financial position of Bristow     
Helicopter Group Limited as at 31 December 1995 and 1994, and the results of    
its operations and its cash flows for each of the years in the three year       
period ended 31 December 1995, in conformity with generally accepted accounting 
principles in the United Kingdom.                                               

Accounting principles generally accepted in the United Kingdom vary in      
certain respects from accounting principles generally accepted in the United    
States. Application of accounting principles generally accepted in the United   
States would have affected results of operations for each of the years in the   
three-year period ended 31 December 1995 and shareholders' funds as at 31       
December 1995 and 1994, to the extent summarised in note 27 to the consolidated 
financial statements.                                                           

KPMG                                                                            
Gatwick, England                                                                
15 April 1996                                                                   

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BRISTOW HELICOPTER GROUP LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEARS ENDED 31 DECEMBER 1995, 1994, AND 1993

                                                                [Download Table]

                                 NOTE     1995          1994          1993     
                                 ---- ------------- ------------- -------------
                                      (Pounds)000'S (Pounds)000'S (Pounds)000'S
                                                                               
TURNOVER........................   2     144,212       143,316       174,279   
                                        --------      --------      --------   
  Other operating income........             115           390         1,346   
  Raw materials and consumables.         (39,921)      (36,211)      (45,600)  
  Staff costs...................   3     (52,123)      (55,124)      (58,670)  
  Depreciation..................          (5,706)       (5,361)      (11,010)  
  Other operating charges.......         (23,039)      (24,911)      (24,587)  
                                        --------      --------      --------   
OPERATING COSTS.................        (120,674)     (121,217)     (138,521)  
                                        --------      --------      --------   
OPERATING PROFIT................          23,538        22,099        35,758   
  Profit on disposal of fixed                                                  
   assets.......................           5,999         1,107         1,684   
                                        --------      --------      --------   
PROFIT ON ORDINARY ACTIVITIES                                                  
 BEFORE INTEREST AND INVESTMENT                                                
 RETURNS........................          29,537        23,206        37,442   
  Loss from interests in                                                       
   associated undertakings......            (119)         (578)            6   
  Amounts written off                                                          
   investments..................   8      (1,032)          133        (1,551)  
  Profit on disposal of fixed                                                  
   asset investments............             --          1,240           --    
  Other interest receivable and                                                
   similar income...............             317           481         1,577   
  Interest payable and similar                                                 
   charges......................   5     (12,646)      (12,948)      (16,294)  
                                        --------      --------      --------   
PROFIT ON ORDINARY ACTIVITIES                                                  
 BEFORE TAXATION................   4      16,057        11,534        21,180   
  Tax on profit on ordinary                                                    
   activities...................   6      (5,300)       (2,936)       (1,567)  
                                        --------      --------      --------   
PROFIT ON ORDINARY ACTIVITIES                                                  
 AFTER TAXATION.................          10,757         8,598        19,613   
  Minority interests............               2            20           (34)  
                                        --------      --------      --------   
RETAINED PROFIT FOR THE                                                        
 FINANCIAL YEAR.................  17      10,759         8,618        19,579   
                                        ========      ========      ========   

The turnover and profit were derived from continuing operations.            

The accompanying notes are an integral part of these statements.

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BRISTOW HELICOPTER GROUP LIMITED

CONSOLIDATED BALANCE SHEET
AT 31 DECEMBER 1995 AND 1994

                                                                [Download Table]

                                                NOTE     1995          1994     
                                                ---- ------------- -------------
                                                     (Pounds)000'S (Pounds)000'S
                                                                                
FIXED ASSETS                                                                    
  Tangible assets.............................    7      60,986        52,400   
  Investments.................................    8       1,223           542   
                                                       --------      --------   
                                                         62,209        52,942   
                                                       --------      --------   
CURRENT ASSETS                                                                  
  Stocks......................................    9       5,464         5,480   
  Debtors.....................................   10      24,858        25,447   
  Own shares..................................   22       1,221            88   
                                                       --------      --------   
                                                         31,543        31,015   
CREDITORS--amounts falling due within one                                       
 year.........................................   11     (41,253)      (52,196)  
                                                       --------      --------   
NET CURRENT LIABILITIES.......................           (9,710)      (21,181)  
                                                       --------      --------   
TOTAL ASSETS LESS CURRENT LIABILITIES.........           52,499        31,761   
CREDITORS--amounts falling due after more than                                  
 one year.....................................   11     (83,190)      (74,975)  
PROVISION FOR LIABILITIES AND CHARGES.........   15     (19,513)      (16,369)  
                                                       --------      --------   
                                                        (50,204)      (59,583)  
                                                       ========      ========   
CAPITAL AND RESERVES                                                            
  Called up share capital.....................   16      10,000        10,000   
  Share premium account.......................   17       3,338         3,338   
  Goodwill write-off reserve..................   17    (111,845)     (110,461)  
  Profit and loss account.....................   17      48,249        37,484   
                                                       --------      --------   
SHAREHOLDERS' FUNDS...........................          (50,258)      (59,639)  
MINORITY INTEREST.............................               54            56   
                                                       --------      --------   
                                                        (50,204)      (59,583)  
                                                       ========      ========   

The accompanying notes are an integral part of these statements.

8 

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BRISTOW HELICOPTER GROUP LIMITED

RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
YEARS ENDED 31 DECEMBER 1995, 1994 AND 1993 

                                                                [Download Table]

                                            1995          1994          1993     
                                        ------------- ------------- -------------
                                        (Pounds)000'S (Pounds)000'S (Pounds)000'S
                                                                                 
Profit for the financial year.........      10,759         8,618        19,579   
Goodwill written off on acquisitions                                             
 of an associated undertaking.........      (1,384)          --            --    
Goodwill written off on acquisition of                                           
 a minority interest in a subsidiary                                             
 undertaking..........................         --              6           --    
Net acquisition expenses written off..         --            --            (18)  
Exchange adjustment...................           6          (127)          (19)  
                                           -------       -------       -------   
Net addition to shareholders' funds...       9,381         8,497        19,542   
Opening shareholders' funds...........     (59,639)      (68,136)      (87,678)  
                                           -------       -------       -------   
Closing shareholders' funds...........     (50,258)      (59,639)      (68,136)  
                                           =======       =======       =======   

                 STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES                  


                                            1995          1994          1993     
                                        ------------- ------------- -------------
                                        (Pounds)000'S (Pounds)000'S (Pounds)000'S
                                                                                 
Profit for the financial year.........      10,759         8,618        19,579   
Exchange adjustment...................           6          (127)          (19)  
                                           -------       -------       -------   
                                            10,765         8,491        19,560   
Prior period adjustment...............         --            --         (2,031)  
                                           -------       -------       -------   
  TOTAL GAINS AND LOSSES RECOGNISED                                              
   FOR THE YEAR.......................      10,765         8,491        17,529   
                                           =======       =======       =======   

The accompanying notes are an integral part of these statements.

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BRISTOW HELICOPTER GROUP LIMITED

CONSOLIDATED CASH FLOW STATEMENT
YEARS ENDED 31 DECEMBER 1995, 1994, AND 1993

                                                                [Download Table]

                                 NOTES     1995          1994          1993     
                                 ----- ------------- ------------- -------------
                                       (Pounds)000'S (Pounds)000'S (Pounds)000'S
                                                                                
NET CASH INFLOW FROM OPERATING                                                  
 ACTIVITIES....................    18      28,828        24,223        49,877   
RETURN ON INVESTMENTS AND SER-                                                  
 VICING OF FINANCE.............                                                 
Interest received..............               317           474         1,497   
Interest paid..................           (10,176)      (10,438)      (14,183)  
Interest element of finance                                                     
 lease rental payments.........              (184)          --            --    
Dividends received from associ-                                                 
 ated undertakings.............               --            --              3   
                                          -------       -------       -------   
Net cash outflow from returns                                                   
 on investment and servicing of                                                 
 finance.......................           (10,043)       (9,964)      (12,683)  
TAXATION                                                                        
  UK corporation tax paid......            (8,105)       (4,322)       (3,904)  
  Overseas tax paid............            (1,931)       (1,921)       (2,480)  
                                          -------       -------       -------   
TAX PAID.......................           (10,036)       (6,243)       (6,384)  
Investing activities...........                                                 
  Purchase of tangible fixed                                                    
   assets......................            (8,666)      (12,846)       (2,779)  
  Purchase of investment.......            (3,643)         (915)         (516)  
  Aircraft disposal proceeds...             6,447         1,077         1,051   
  Sale of other tangible fixed                                                  
   assets......................               156            53         4,413   
  Sale of investments..........               --          1,241           --    
                                          -------       -------       -------   
Net cash (outflow)/inflow from                                                  
 investing activities..........            (5,706)      (11,390)        2,169   
                                          -------       -------       -------   
Net cash inflow/(outflow) be-                                                   
 fore financing................             3,043        (3,374)       32,979   
FINANCING                                                                       
  Amount repaid on borrowings..    19      (2,000)      (11,000)      (45,500)  
  Repayment of capital elements                                                 
   of finance lease rentals....    19        (785)          --            --    
  Expenses relating to new                                                      
   financing and acquisition of                                                 
   subsidiary undertakings.....               --            --            (18)  
                                          -------       -------       -------   
Net cash outflow from financ-                                                   
 ing...........................            (2,785)      (11,000)      (45,518)  
                                          -------       -------       -------   
Increase/(Decrease) in cash and                                                 
 cash equivalents..............    20         258       (14,374)      (12,539)  
                                          =======       =======       =======   

The accompanying notes are an integral part of these statements.

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BRISTOW HELICOPTER GROUP LIMITED

NOTES (forming part of the financial statements)

1. ACCOUNTING POLICIES                                                          

The following accounting policies have been applied consistently in dealing 
with items which are considered material in relation to the Group's financial   
statements.                                                                     

Basis of preparation                                                          

The financial statements have been prepared in accordance with applicable   
accounting standards and under the historical cost accounting rules on a going  
concern basis.                                                                  

Basis of consolidation                                                        

 The Group financial statements consolidate the accounts of Bristow Helicopter
Group Limited and its subsidiary undertakings (see note 25). These financial    
statements are made up to 31 December 1995 and 1994. For associated             
undertakings the Group includes its share of profits and losses in the          
consolidated profit and loss account and its share of post acquisition          
accumulated retained profits or deficits in the consolidated balance sheet.     

The consolidated financial statements are based on accounts of subsidiary   
undertakings which are coterminous with those of the parent company and on      
accounts of associated undertakings which are coterminous with or end no more   
than three months before those of the parent company.                           

Unless otherwise stated, the acquisition method of accounting has been      
adopted. Under this method, the results of subsidiary and associated            
undertakings acquired or disposed of in the period are included in the          
consolidated profit and loss account from the date of acquisition or up to the  
date of disposal. Goodwill arising on consolidation (representing the excess of 
the fair value of the consideration given over the fair value of the separable  
net assets acquired) is taken to a goodwill write-off reserve. Any excess of    
the aggregate of the fair value of the separable net assets acquired over the   
fair value of the consideration given (negative goodwill) is credited direct to 
reserves.                                                                       

On the subsequent disposal or termination of a previously acquired business,
the profit or loss on disposal or termination is calculated after charging the  
gross amount of any related goodwill previously taken to reserves.              

The amount of the profit for the financial year dealt with in the financial 
statements of Bristow Helicopter Group Limited is disclosed in note 17 to these 
accounts.                                                                       

Turnover                                                                      

Turnover represents total revenue receivable for the period exclusive of VAT
and intra-group transactions.                                                   

Leased Assets                                                                 

Assets held under finance leases are treated as tangible fixed assets;      
depreciation is provided over the estimated useful life of the assets and the   
deemed capital element of future rentals is included under creditors. Deemed    
interest, calculated on a reducing balance basis, is charged as interest        
payable over the period of the lease.                                           

The rental costs arising from operating leases are charged against profit   
before interest as they arise.                                                  

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BRISTOW HELICOPTER GROUP LIMITED

NOTES (continued) 

1. ACCOUNTING POLICIES (continued)                                              

Depreciation of Tangible Fixed Assets                                         

Depreciation is provided at rates calculated to write off the cost of the   
assets, less estimated residual value, either in the case of the Eurocopter     
AS332L, the new Sikorsky S76A + and the Bell 214ST helicopters, on a flying     
hour basis, or by equal instalments over their estimated useful economic life   
as follows:--                                                                   

                                                                [Download Table]
                                                                             
Freehold buildings......................................... 0-40 years       
Freehold land.............................................. Not depreciated  
Long leasehold property.................................... over lease period
Short leasehold property................................... over lease period
Plant and equipment........................................ 3-10 years       
Vehicles................................................... 3-5 years        
Helicopters, aircraft and capital spares................... 8-15 years       

Research and Development                                                      

Research and Development expenditure is written off against profits in the  
period in which it is incurred.                                                 

Taxation                                                                      

The charge for taxation is based on the profit for the period and takes into
account taxation deferred because of timing differences between the treatment   
of certain items for taxation and accounting purposes. Provision is made for    
deferred tax only to the extent that it is probable that an actual liability    
will crystallise.                                                               

Provisions for Component Overhauls                                            

A provision for component overhauls is made on an hourly basis in respect of
the major components of all twin-engine helicopters and certain fixed wing      
aircraft. Component overhauls in respect of the major components of single      
engine helicopters and certain fixed wing aircraft are charged to trading       
profit as costs are incurred.                                                   

Foreign Currencies                                                            

The trading results of overseas subsidiaries and associated companies are   
translated into sterling at average exchange rates for the period.              

Assets and liabilities denominated in foreign currencies are translated into
sterling either at the rates ruling at the Balance Sheet date or, where there   
are related forward foreign exchange contracts, at contract rates. Exchange     
differences arising from the translation of the results of overseas             
subsidiaries and associated companies at average rates, and the re-translation  
of the opening net investments in overseas subsidiaries and associated          
companies, are dealt with in Group reserves. All other exchange differences are 
dealt with in the profit and loss account.                                      

Deep Discounted Loan Notes, Loan Stock and Term Loans                         

The loans are stated in the Balance Sheet at cost plus accrued interest to  
date.                                                                           

Interest is allocated to the Profit and Loss Account at a constant rate over
the term of the loan.                                                           

Stocks                                                                        

 Consumable spares and minor rotable stocks are stated at the lower of cost or
net realisable value.                                                           

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NOTES (continued) 

1. ACCOUNTING POLICIES (continued)                                              

Work in progress and stocks for resale are valued at the lower of cost,     
inclusive of appropriate overheads, or net realisable value.                    

Pension Costs                                                                 

The Group operates pension schemes providing benefits based on final        
pensionable pay. The assets of the schemes are held separately from those of    
the Group in an independently administered fund. Contributions to the scheme    
are charged to the profit and loss account so as to spread the cost of pensions 
over employees' working lives with the Group.                                   

2. TURNOVER AND PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION                   

Segmental reporting as required by Statement of Standard Accounting Practice
No. 25 and analysis of turnover by geographical location and attributable       
market as required by the Companies Act 1985 have not been included in these    
financial statements as the Directors regard such disclosure as being seriously 
prejudicial to the interests of the business.                                   

3. EMPLOYEE INFORMATION                                                         

Staff numbers                                                                 

The average number of persons employed by the Group (including directors)   
during the year analysed by catagory, was as follows:                           

                                                                [Download Table]

                                                                 NUMBER      
                                                              OF EMPLOYEES   
                                                            -----------------
                                                            1995  1994  1993 
                                                            ----- ----- -----
                                                                             
Operating staff............................................ 1,435 1,563 1,656
Management and administration..............................   270   292   308
                                                            ----- ----- -----
                                                            1,705 1,855 1,964
                                                            ===== ===== =====

Staff costs                                                                   

                                                                [Download Table]

                                       1995          1994          1993     
                                   ------------- ------------- -------------
                                   (Pounds)000'S (Pounds)000'S (Pounds)000'S
                                                                            
Staff costs for the above                                                   
 persons--                                                                  
  Wages and salaries..............    45,145        47,870        51,546    
  Social Security costs...........     3,119         3,349         3,169    
  Other pension costs (see note                                             
   24)............................     3,859         3,905         3,955    
                                      ------        ------        ------    
                                      52,123        55,124        58,670    
                                      ======        ======        ======    

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NOTES (continued) 

3. EMPLOYEE INFORMATION (continued)                                             

Directors' remuneration                                                       

                                                                [Download Table]

                                          1995          1994          1993     
                                      ------------- ------------- -------------
                                        (Pounds)      (Pounds)      (Pounds)   
                                                                               
   Directors' emoluments for the                                               
    year (including pension                                                    
    contributions)..................     536,498       382,904       714,414   
   Consideration paid to third par-                                            
    ties in respect of directors'                                              
    services........................      48,954        48,954        48,240   
                                         -------       -------       -------   
                                         585,452       431,858       762,654   
                                         =======       =======       =======   
   Fees and other emoluments dis-                                              
    closed above (excluding pension                                            
    contributions) include amounts                                             
    paid to:                                                                   
     The Chairman...................      16,320        16,320        16,080   
                                         =======       =======       =======   
     The highest paid director......     319,936       206,433       318,567   
                                         =======       =======       =======   

  Directors' emoluments (excluding pension contributions) were within the      
following ranges:                                                              

   (Pounds)      1 to                                                          
    (Pounds)  5,000.................           1           --            --    
   (Pounds)  5,001 to                                                          
    (Pounds) 10,000.................         --              1           --    
   (Pounds) 10,001 to                                                          
    (Pounds) 15,000.................           4             3             3   
   (Pounds) 15,001 to                                                          
    (Pounds) 20,000.................         --              1             1   
   (Pounds) 85,001 to                                                          
    (Pounds) 90,000.................         --              1           --    
   (Pounds)135,001 to                                                          
    (Pounds)140,000.................           1           --            --    
   (Pounds)145,001 to                                                          
    (Pounds)150,000.................         --            --              1   
   (Pounds)155,001 to                                                          
    (Pounds)160,000.................         --            --              1   
   (Pounds)205,001 to                                                          
    (Pounds)210,000.................         --              1           --    
   (Pounds)315,001 to                                                          
    (Pounds)320,000.................           1           --              1   

4. PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION                               


                                          1995          1994          1993     
                                      ------------- ------------- -------------
                                      (Pounds)000'S (Pounds)000'S (Pounds)000'S
                                                                               
   Profit on ordinary activities be-                                           
    fore taxation is stated after                                              
    crediting:                                                                 
     Profit on disposal of fixed as-                                           
      set investments...............         --          1,240           --    
     Rents receivable...............          68            70            70   
   and after charging:                                                         
     Rentals paid under operating                                              
      leases:                                                                  
     --Aircraft hire................         659           820         1,400   
     --Hire of plant and machinery..          71            59            70   
     --Rentals of properties........         956           855           840   
     Charitable donations...........          10             8             5   
     Research and development expen-                                           
      diture........................         --            261           332   
     Remuneration of auditors:                                                 
     --Auditing the financial state-                                           
      ments.........................         113           113           110   
     --Other services...............          32            33            72   

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NOTES (continued) 

5. INTEREST PAYABLE AND SIMILAR CHARGES                                         

                                                                [Download Table]

                                       1995          1994          1993     
                                   ------------- ------------- -------------
                                   (Pounds)000'S (Pounds)000'S (Pounds)000'S
                                                                            
On bank loans and overdrafts and                                            
 other loans:                                                               
  Repayable within five years, by                                           
   instalments....................     8,001         8,719        10,179    
  Repayable wholly or partly in                                             
   more than five years...........     4,037         4,037         6,039    
                                      ------        ------        ------    
                                      12,038        12,756        16,218    
Interest paid under finance                                                 
 leases...........................       272           --            --     
Other interest and similar                                                  
 charges..........................       336           192            76    
                                      ------        ------        ------    
                                      12,646        12,948        16,294    
                                      ======        ======        ======    

6. TAXATION                                                                     

                                                                [Download Table]

                                        1995          1994          1993     
                                    ------------- ------------- -------------
                                    (Pounds)000'S (Pounds)000'S (Pounds)000'S
                                                                             
United Kingdom corporation tax at                                            
 33% on the profit for the year on                                           
 ordinary activities                                                         
  Corporation tax--current year...      2,346           390         7,300    
        --prior year..............       (204)           93          (970)   
  Overseas tax--current year......      1,973         1,592         2,205    
                                       ------        ------        ------    
                                        4,115         2,075         8,535    
Double tax relief.................     (1,852)       (1,432)       (1,861)   
Deferred taxation--current year...      2,988         2,395        (1,761)   
       --prior year...............        (79)          (75)       (3,351)   
Associated undertakings...........        128           (27)            5    
                                       ------        ------        ------    
                                        5,300         2,936         1,567    
                                       ======        ======        ======    

 The charge for taxation on the profit on disposal of fixed assets in the year
was (Pounds)1,427,250 (years ended 31 December 1994 and 1993--(Pounds)354,746   
and (Pounds)446,912 respectively).                                              

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NOTES (continued) 

7. TANGIBLE ASSETS                                                              

                                                                [Download Table]

                                                            PLANT               
                                                          EQUIPMENT             
                                  LAND AND                   AND                
                                  BUILDINGS   AIRCRAFT*   VEHICLES      TOTAL   
                                 ----------- ----------- ----------- -----------
                                 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
                                                                                
Cost                                                                            
At 1 January 1994...............   13,163      138,629     46,211      198,003  
Exchange adjustments............       19          --         (11)           8  
Additions.......................      933       10,636      1,277       12,846  
Disposals.......................       (2)      (2,020)    (1,057)      (3,079) 
                                   ------      -------     ------      -------  
At 31 December 1994.............   14,113      147,245     46,420      207,778  
Exchange adjustments............      (12)         --          (7)         (19) 
Additions.......................       13       13,422      1,475       14,910  
Disposals.......................      (96)      (4,423)    (1,274)      (5,793) 
                                   ------      -------     ------      -------  
At 31 December 1995.............   14,018      156,244     46,614      216,876  
                                   ======      =======     ======      =======  
Depreciation                                                                    
At 1 January 1994...............    7,571      105,277     40,231      153,079  
Exchange adjustments............       11          --         (18)          (7) 
Charge for the period...........      390        3,065      1,906        5,361  
Disposals.......................       (1)      (2,020)    (1,034)      (3,055) 
                                   ------      -------     ------      -------  
At 31 December 1994.............    7,971      106,322     41,085      155,378  
Exchange adjustments............       (6)         --           1           (5) 
Charge for the period...........      377        3,713      1,616        5,706  
Disposals.......................      (72)      (3,900)    (1,217)      (5,189) 
                                   ------      -------     ------      -------  
At 31 December 1995.............    8,270      106,135     41,485      155,890  
                                   ======      =======     ======      =======  
Net book value                                                                  
At 31 December 1994.............    6,142       40,923      5,335       52,400  
                                   ======      =======     ======      =======  
At 31 December 1995.............    5,748       50,109      5,129       60,986  
                                   ======      =======     ======      =======  

--------                                                                        
*  The Net Book Value of aircraft at 31 December 1995 includes                  
(Pounds)8,929,835 in respect of aircraft acquired under finance leases    
  (1994: (Pounds)3,075,656). Aircraft depreciation for the year to 31 December
1995 includes (Pounds)390,378 relating to these aircraft (1994:           
(Pounds)152,735). Aircraft additions in the year includes payments on     
account totalling (Pounds)7,025,484.                                      

                                                                [Download Table]

                                                      31 DECEMBER 31 DECEMBER
                                                         1995        1994    
                                                      ----------- -----------
                                                      (Pounds)000 (Pounds)000
                                                                             
The net book value of land and buildings comprises:                          
Freehold............................................     3,065       3,151   
Leases with 50 years or more unexpired..............     1,063       1,076   
Leases with less than 50 years unexpired............     1,620       1,915   
                                                         -----       -----   
                                                         5,748       6,142   
                                                         -----       -----   
Freehold land and buildings not depreciated included                         
 in above totals....................................     1,885       1,890   
                                                         =====       =====   

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NOTES (continued) 

8. INVESTMENTS                                                                  

                                                                [Download Table]

                                       ASSOCIATED                               
                                      UNDERTAKINGS          OTHER               
                                 -----------------------  UNLISTED              
                                   SHARES       LOANS    INVESTMENTS    TOTAL   
                                 ----------- ----------- ----------- -----------
                                 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
                                                                                
Cost                                                                            
At 1 January 1994..............       554         --         958        1,512   
Additions......................       220         665         30          915   
Disposals......................       --          --          (1)          (1)  
Share of current period losses.      (609)        --         --          (609)  
                                   ------       -----        ---       ------   
At 31 December 1994............       165         665        987        1,817   
Exchange adjustments...........       (23)        --         --           (23)  
Additions......................     2,584       1,059        --         3,643   
Goodwill written off on acqui-                                                  
 sition........................    (1,384)        --         --        (1,384)  
Transfer to associated under-                                                   
 taking........................        20         --         (20)         --    
Share of current period losses.      (247)        --         --          (247)  
                                   ------       -----        ---       ------   
At 31 December 1995............     1,115       1,724        967        3,806   
                                   ------       -----        ---       ------   
Provisions                                                                      
At 1 January 1994..............       516         --         407          923   
Provided (released) during the                                                  
 period........................      (381)        665         68          352   
                                   ------       -----        ---       ------   
At 31 December 1994............       135         665        475        1,275   
Provided during the period.....       182       1,059         67        1,308   
                                   ------       -----        ---       ------   
At 31 December 1995............       317       1,724        542        2,583   
                                   ------       -----        ---       ------   
Net book value                                                                  
At 31 December 1994............        30         --         512          542   
                                   ------       -----        ---       ------   
At 31 December 1995............       798         --         425        1,223   
                                   ------       -----        ---       ------   

The net charge to the profit and loss account of (Pounds)1,032,000 (1994:   
(Pounds)133,000) in respect of provisions against investments represents a      
charge of (Pounds)1,308,000 (1994: (Pounds)352,000) included above and a        
reduction in amounts included within creditors falling due within one year of   
(Pounds)276,000 (1994: (Pounds)485,000).                                        

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NOTES (continued) 

8. INVESTMENTS (continued)                                                      

The principal subsidiary undertakings and associated undertakings at 31     
December 1995 are shown in note 25.                                             

Bristow Helicoptors Inc. and Bristow Helicopters Australia Pty. Ltd., have  
been treated as subsidiary undertakings due to the dominant influence of the    
Group over their affairs. During 1995 year the Group purchased an investment in 
Irish Helicopters Limited as part of a joint venture arrangement, which is      
accounted for as an associate.                                                  

9. STOCKS                                                                       

                                                                [Download Table]

                                          31 DECEMBER 1995 31 DECEMBER 1994
                                          ---------------- ----------------
                                           (Pounds)000'S    (Pounds)000'S  
                                                                           
Consumable spares, minor rotable spares                                    
 and fuel................................      5,045            5,182      
Work in progress and stock for resale....        419              298      
                                               -----            -----      
                                               5,464            5,480      
                                               =====            =====      

10. DEBTORS due within one year                                                 

                                                                [Download Table]

                                            31 DECEMBER 1995 31 DECEMBER 1994
                                            ---------------- ----------------
                                             (Pounds)000'S    (Pounds)000'S  
                                                                             
Trade debtors..............................      20,428           21,960     
Amounts due from associated undertakings...       1,312              300     
Other debtors..............................       1,081            1,095     
Prepayments and accrued income.............       1,803            1,812     
                                                 ------           ------     
                                                 24,624           25,167     
                                                 ------           ------     
--Amounts due after more than one year                                       
Prepayments and accrued income.............         234              280     
                                                 ------           ------     
                                                 24,858           25,447     
                                                 ======           ======     

11. CREDITORS                                                                   

                                                                [Download Table]

                                            31 DECEMBER 1995 31 DECEMBER 1994
                                            ---------------- ----------------
                                             (Pounds)000'S    (Pounds)000'S  
                                                                             
--Amounts falling due within one year                                        
Bank loan and overdrafts (see note 12)....        9,566           12,843     
Obligations under finance leases (see note                                   
 13)......................................          431              --      
Payments received on account..............          522              623     
Trade creditors...........................       17,207           16,239     
Corporation tax...........................        4,186           11,849     
Other taxes and social security...........        1,678            1,311     
Other creditors...........................        4,326            6,076     
Accruals and deferred income..............        3,337            3,255     
                                                 ------           ------     
                                                 41,253           52,196     
                                                 ======           ======     

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NOTES (continued) 

                                                                [Download Table]

                                            31 DECEMBER 1995 31 DECEMBER 1994
                                            ---------------- ----------------
                                             (Pounds)000'S    (Pounds)000'S  
                                                                             
--Amounts falling due after more than one                                    
 year                                                                        
Bank loans and overdrafts (see note 12)...       24,895           24,099     
Obligations under finance leases (see note                                   
 13)......................................        5,028              --      
Series A Guaranteed Deep Discount Loan                                       
 Note 1997 (12.89%).......................       16,556           14,667     
Series B Guaranteed Deep Discount Loan                                       
 Note 1998 (12.36%).......................        9,738            8,667     
Unsecured subordinated loan stock (see                                       
 note 14).................................       26,973           27,542     
                                                 ------           ------     
                                                 83,190           74,975     
                                                 ======           ======     

12. BANK LOANS AND OVERDRAFTS                                                   

                                                                [Download Table]

                                            31 DECEMBER 1995 31 DECEMBER 1994
                                            ---------------- ----------------
                                             (Pounds)000'S    (Pounds)000'S  
                                                                             
Bank overdraft.............................       1,326            1,584     
Term loan..................................      33,135           35,358     
                                                 ------           ------     
                                                 34,461           36,942     
                                                 ======           ======     
Wholly repayable by instalments:                                             
  Due within one year......................       9,566           12,843     
  Due between one and five years...........      24,895           24,099     
                                                 ------           ------     
                                                 34,461           36,942     
                                                 ======           ======     

The Term Loan is repayable by instalments up to 5 years. The interest rate  
attaching to the loan is linked to the London Inter-Bank Offered Rate (LIBOR)   
plus a variable margin, limited to a maximum rate of 12.6% on the first         
(Pounds)36m.                                                                    

The average rate of interest charged to the profit and loss account is      
12.19%.                                                                         

 The Term Loan is secured and details of its security are outlined in note 23.

13. OBLIGATIONS UNDER LEASES AND HIRE PURCHASE CONTRACTS                        

                                                                [Download Table]

                                              31 DECEMBER 1995 31 DECEMBER 1994
                                              ---------------- ----------------
                                                                               
Obligations under finance leases fall due as                                   
 follows:                                                                      
  Within one year...........................         431             --        
  Within two to five years..................       2,623             --        
  Over five years...........................       2,405             --        
                                                   -----             ---       
                                                   5,459             --        
                                                   =====             ===       

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NOTES (continued) 

13. OBLIGATIONS UNDER LEASES AND HIRE PURCHASE CONTRACTS (continued)            

Annual commitments under non-cancellable operating leases are as follows:   

                                                        [Enlarge/Download Table]

                                LAND AND BUILDINGS                 PLANT AND MACHINERY         
                         --------------------------------- ------------------------------------
                         31 DECEMBER 1995 31 DECEMBER 1994 31 DECEMBER 31 1995 31 DECEMBER 1994
                         ---------------- ---------------- ------------------- ----------------
                          (Pounds)000'S    (Pounds)000'S      (Pounds)000'S     (Pounds)000'S  
                         ---------------- ---------------- ------------------- ----------------
                                                                                               
Operating leases which                                                                         
 expire:                                                                                       
  Within one year.......        17               73                573               --        
  Within two to five                                                                           
   years................       132              103                 20               500       
  Over 5 years..........       837              811                 21                21       
                               ---              ---                ---               ---       
                               986              987                614               521       
                               ===              ===                ===               ===       

14. LOAN STOCK                                                                  

                                                                [Download Table]

                                             31 DECEMBER 1995 31 DECEMBER 1994
                                             ---------------- ----------------
                                              (Pounds)000'S    (Pounds)000'S  
                                                                              
Repayable by instalments in more than five                                    
 years:                                                                       
  Unsecured subordinated loan stock.........      26,973           27,542     
                                                  ======           ======     

The unsecured subordinated loan stock is repayable in four equal annual     
instalments commencing on 7 November 1998. The rates of interest range from     
9.4% to 18.8%, the latter rate becoming effective in respect of a proportion of 
the loan stock with effect from 1 July 1993 and to the entirety of the loan     
stock with effect from 1 January 1994.                                          

The average rate of interest charged to the profit and loss account is 16.5%. 

15. PROVISION FOR LIABILITIES AND CHARGES                                       

                                                                [Download Table]

                                     TAXATION      COMPONENT                
                                     INCLUDING     OVERHAULS                
                                     DEFERRED      AND SELF                 
                                     TAXATION    INSURED RISKS     TOTAL    
                                   ------------- ------------- -------------
                                   (Pounds)000'S (Pounds)000'S (Pounds)000'S
                                                                            
At 1 January 1994.................     2,051        12,591        14,642    
Utilised during year..............       --         (5,607)       (5,607)   
Charge for the year in the profit                                           
 and loss account.................     2,320         5,014         7,334    
                                       -----        ------        ------    
At 31 December 1994...............     4,371        11,998        16,369    
Utilised during year..............       --         (3,501)       (3,501)   
Charge for the year in the profit                                           
 and loss account.................     2,910         3,735         6,645    
                                       -----        ------        ------    
At 31 December 1995...............     7,281        12,232        19,513    
                                       =====        ======        ======    

The amounts provided and not provided for deferred taxation are set out     
below:                                                                          

                                                                [Download Table]

                               31 DECEMBER 1995            31 DECEMBER 1994      
                          --------------------------- ---------------------------
                            PROVIDED     UNPROVIDED     PROVIDED     UNPROVIDED  
                          ------------- ------------- ------------- -------------
                          (Pounds)000'S (Pounds)000'S (Pounds)000'S (Pounds)000'S
                                                                                 
Difference between accu-                                                         
 mulated depreciation                                                            
 and amortisation and                                                            
 capital allowances.....     10,002          --           8,348          --      
Corporation tax on                                                               
 chargeable gain rolled                                                          
 over...................      1,384          --           1,041          --      
Interest equalisation                                                            
 and other timing dif-                                                           
 ferences...............     (4,105)         --          (5,018)         --      
                             ------         ----         ------         ----     
                              7,281          --           4,371          --      
                             ======         ====         ======         ====     

The amounts provided are for other short term timing differences. All       
liabilities for deferred taxation have been provided for.                       

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NOTES (continued) 

16. SHARE CAPITAL                                                               

                                                                [Download Table]

                                                   31 DECEMBER   31 DECEMBER 
                                                  ------------- -------------
                                                      1995          1994     
                                                      ----          ----     
                                                  (Pounds)000'S (Pounds)000'S
                                                                             
Authorised                                                                   
  90,000,000 "A' Ordinary shares of 5p each......     4,500         4,500    
  90,000,000 "B' Ordinary shares of 5p each......     4,500         4,500    
  20,000,000 "C' Ordinary shares of 5p each......     1,000         1,000    
                                                     ------        ------    
                                                     10,000        10,000    
                                                     ======        ======    
Allotted, called up and fully paid                                           
  90,000,000 "A' Ordinary shares of 5p each......     4,500         4,500    
  90,000,000 "B' Ordinary shares of 5p each......     4,500         4,500    
  20,000,000 "C' Ordinary shares of 5p each......     1,000         1,000    
                                                     ------        ------    
                                                     10,000        10,000    
                                                     ======        ======    

17. RESERVES                                                                    

                                                                [Download Table]

                                                                  GOODWILL   
                                                     PROFIT       WRITE-OFF  
                                    SHARE PREMIUM   AND LOSS       RESERVE   
                                    ------------- ------------- -------------
                                    (Pounds)000'S (Pounds)000'S (Pounds)000'S
                                                                             
At 1 January 1994.................     13,138        28,993       (110,467)  
Capitalization of shares for bonus                                           
 issue............................     (9,800)          --             --    
Exchange adjustment...............        --           (127)           --    
Profit for the year...............        --          8,618            --    
Acquisition of subsidiary.........        --            --               6   
                                       ------        ------       --------   
At 31 December 1994...............      3,338        37,484       (110,461)  
Exchange adjustment...............        --              6            --    
Profit for the year...............        --         10,759            --    
Acquisition of associate..........        --            --          (1,384)  
                                       ------        ------       --------   
At 31 December 1995...............      3,338        48,249       (111,845)  
                                       ======        ======       ========   

The balance on the "Goodwill Write-off Reserve" represents the cumulative   
goodwill written off to reserves on the acquisition of subsidiary and associate 
undertakings up to 31 December 1995.                                            

The Group share of associated companies' reserves included in the above is  
(Pounds)141,540.                                                                

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NOTES (continued) 

18. NET CASH INFLOW FROM OPERATING ACTIVITIES                                   

                                                                [Download Table]

                             YEAR ENDED       YEAR ENDED       YEAR ENDED   
                          31 DECEMBER 1995 31 DECEMBER 1994 31 DECMEBER 1993
                          ---------------- ---------------- ----------------
                           (Pounds)000'S    (Pounds)000'S    (Pounds)000'S  
                                                                            
Operating profit.........      23,538           22,099           35,758     
Depreciation charge......       5,706            5,361           11,010     
Net (loss)/profit of                                                        
 associates and                                                             
 minorities..............        (119)            (578)               6     
Decrease/(increase) in                                                      
 stocks..................          16             (619)             778     
(Increase)/decrease in                                                      
 debtors.................        (544)           1,575            2,147     
Increase/(decrease) in                                                      
 creditors and                                                              
 provisions..............         211           (3,469)             180     
Exchange movement........          20             (146)              (2)    
                               ------           ------           ------     
Net cash inflow from                                                        
 operating activities....      28,828           24,223           49,877     
                               ======           ======           ======     

19. NET CASH FLOW FROM FINANCING                                                

                                                                [Download Table]

                                                                 OBLIGATIONS 
                                                                UNDER LEASES 
                                                                  AND HIRE   
                                 SHARE CAPITAL                    PURCHASE   
                              (INCLUDING PREMIUM)     LOANS       CONTRACTS  
                              ------------------- ------------- -------------
                                 (Pounds)000'S    (Pounds)000'S (Pounds)000'S
                                                                             
Balance at 1 January 1993...        13,356           137,407          --     
Net cash outflow from fi-                                                    
 nancing during the year....           (18)          (45,500)         --     
Movement on interest                                                         
 accruals...................           --              3,168          --     
                                    ------           -------        -----    
Balance at 31 December 1993.        13,338            95,075          --     
Net cash outflow from fi-                                                    
 nancing during the year....           --            (11,000)         --     
Movements on interest                                                        
 accruals...................           --              2,159          --     
                                    ------           -------        -----    
Balance at 31 Decmeber 1994.        13,338            86,234          --     
Inception of finance lease                                                   
 contracts..................           --                --         6,244    
Net cash outflows from                                                       
 financing during the year..           --             (2,000)         --     
Capital element of finance                                                   
 lease rental payments......           --                --          (785)   
Movement on interest                                                         
 accruals...................           --              2,168          --     
                                    ------           -------        -----    
Balance at 31 December 1995.        13,338            86,402        5,459    
                                    ======           =======        =====    

                                                                [Download Table]

                          31 DECEMBER 1995 31 DECEMBER 1994 31 DECMEBER 1993
                          ---------------- ---------------- ----------------
                           (Pounds)000'S    (Pounds)000'S    (Pounds)000'S  
                                                                            
Loans comprise:                                                             
Bank loans and overdraft                                                    
 due within one year.....       9,566           12,843           10,930     
Less bank overdraft......      (1,326)          (1,584)             --      
Creditors due after more                                                    
 than one year...........      78,162           74,975           84,145     
                               ------           ------           ------     
                               86,402           86,234           95,075     
                               ======           ======           ======     

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BRISTOW HELICOPTER GROUP LIMITED

NOTES (continued) 

20. CASH AND CASH EQUIVALENTS                                                   

Analysis of changes in cash and cash equivalents during the year:           

                                                                [Download Table]

                                   31 DECEMBER   31 DECEMBER   31 DECEMBER 
                                      1995          1994          1993     
                                  ------------- ------------- -------------
                                  (Pounds)000'S (Pounds)000'S (Pounds)000'S
                                                                           
Group                                                                      
Opening Balance..................    (1,584)        12,790        25,329   
Net cash inflow/(outflow) before                                           
 adjustments for the effect of                                             
 foreign exchange rate changes...       258        (14,267)      (12,456)  
Effect of foreign exchange rate                                            
 changes.........................       --            (107)          (83)  
                                     ------        -------       -------   
Balance of cash at bank and in                                             
 hand/(bank overdraft) at 31                                               
 December........................    (1,326)        (1,584)       12,790   
                                     ======        =======       =======   

21. CAPITAL COMMITMENTS                                                         

                                                                [Download Table]

                                                   31 DECEMBER   31 DECEMBER 
                                                      1995          1994     
                                                  ------------- -------------
                                                  (Pounds)000'S (Pounds)000'S
                                                                             
Group                                                                        
Contracted but not yet delivered.................       24          4,287    
Authorised but not contracted....................      842          1,934    
                                                       ---          -----    
                                                       866          6,221    
                                                       ===          =====    

22. OWN SHARES                                                                  

 The Group set up an Employee Share Scheme shortly after the management buyout
of the Group in November 1991 to enable employees to acquire shares in the      
Group. The shares are held on behalf of the participating employees by Bristow  
Nominees Limited, which acts at all times in accordance with the provisions of  
the Trust Deed and Rules of the Employee Share Scheme.                          

 The amount shown as "Own shares" under current assets in the balance sheet at
31 December 1995 of (Pounds)1,221,000 (at 31 December 1994--(Pounds)88,000)     
represents the outstanding loan to Bristow Nominees Limited used to finance the 
repurchase of shares from leavers at the prevailing valuation. The total number 
of "C" ordinary shares of 5p each held by Bristow Nominees Limited at 31        
December 1995 was 13,190,000.                                                   

23. CONTINGENT LIABILITIES                                                      

The Company is party to an agreement dated 7 November 1991, guaranteeing the
obligations of the Company and its subsidiary undertakings and charging its     
undertakings and property as security for such guarantees or obligations which  
have arisen or may arise pursuant to the bank loans and overdrafts, revolving   
and guarantee facilities, provided to the Company and its subsidiary            
undertakings by National Westminister Bank plc., The Governor and Company of    
the Bank of Scotland and 3i Group plc. On 31 December 1995 the amount due under 
the revolving and guarantee facilities was (Pounds)1.9 million (1994--          
(Pounds)3.0 million).                                                           

24. PENSION SCHEME                                                              

The Group pension schemes commenced on 31 January 1992. Prior to this date  
employees were members of pension schemes operated by The Bricom Group Limited. 
Independent actuaries have confirmed that the schemes were fully funded at the  
date of transfer from the Bricom Group Schemes to the Bristow Group Schemes and 
established the contribution rates to be adopted.                               

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NOTES (continued) 

The Group pension schemes provide benefits based on final pensionable       
earnings. The assets of the schemes are held in separate trustee administered   
funds and contributions are invested independently of the Group's assets. The   
schemes are of the defined benefit type funded by contributions partly from     
employees and partly from Group companies at rates determined by independent    
actuaries on the basis of triennial valuations. The last actuarial assessment   
of the schemes was at 31 March 1995 which showed the market value of the        
schemes assets was (Pounds)76.7m. The level of funding being the actuarial      
value of assets expressed as a percentage of the benefits accrued to members,   
after allowing for future salary increases, was 96.7% at 31 March 1995. On the  
preliminary advice of the actuary, the Group has increased the employers        
contributions by a further one percent from 1 April 1995 to commence the        
elimination of this deficit.                                                    

The main actuarial assumptions used to determine the level of contributions 
are that the long term annual rate of return on investments would be 2.75% in   
excess of annual increases in pensionable earnings and 5.5% in excess of annual 
increases to pensions.                                                          

 The charge for providing pension benefit for the year to 31 December 1995 was
(Pounds)3,859,429 (31 December 1994--(Pounds)3,905,353).                        

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NOTES (continued) 

25. PRINCIPAL SUBSIDIARY AND ASSOCIATED UNDERTAKINGS                            

                                                                [Download Table]

                                              COUNTRY OF                     
                                             INCORPORATION SHARES HELD       
SUBSIDIARY UNDERTAKINGS                      REGISTRATION     CLASS    % HELD
-----------------------                      ------------- ----------- ------
                                                                             
Bristow Aviation Ltd........................   England     Ordinary     100  
Bristow Helicopters Ltd.....................   England     Ordinary     100  
                                                           5% Non-           
                                                           cumulative        
                                                           preference   100  
Bristow Helicopters (Eastern) Ltd...........   England     Ordinary     100  
Bristow Helicopters (International) Ltd.....   England     Ordinary     100  
                                                           Preference   100  
Bristow Helicopters Australia Pty. Ltd......   Australia   Ordinary      49  
Bristow Helicopters Inc.....................   U.S.A.      Ordinary     Nil  
                                                           Non-voting   100  
Bristow Helicopters Malaysia Sdn. Bhd.......   Malaysia    Ordinary     100  
British Executive Air Services Ltd..........   England     Ordinary     100  
Bitsystem Ltd...............................   England     Ordinary     100  
British Island Airways (Guernsey) Ltd.......   Guernsey    Ordinary     100  
Caledonian Helicopters Ltd..................   England     Ordinary     100  
Helicopter Rentals Ltd......................   Bermuda     Ordinary     100  
Oxford Heli-Services Ltd....................   England     Ordinary     100  
PT Bristow Masayu Helicopters...............   Indonesia   Ordinary      80  
Bristow Helicopters Singapore Pte. Ltd. ....   Singapore   Ordinary     100  
United Helicopters Ltd......................   England     Ordinary     100  
Air Service Training Ltd....................   England     Ordinary     100  
Irish Helicopters Ltd                          Ireland     Ordinary      51  

ASSOCIATED UNDERTAKINGS                                                      
-----------------------                                                      
                                                                             
Bristow Helicopters (Nigeria) Ltd...........   Nigeria     Ordinary     40   
Bristow Caribbean Ltd.......................   Trinidad    Ordinary     40   
Norsk Helikopter A.S........................   Norway      Ordinary     49   
Holitalia SpA...............................   Italy       Ordinary     33   

 All the companies in the Group provide services connected with air transport.

26. DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED     
ACCOUNTING PRINCIPLES                                                           

The financial statements are prepared in accordance with accounting         
principles generally accepted in the United Kingdom ("UK GAAP") which differ in 
certain respects from those generally accepted in the United States ("US        
GAAP"). The significant areas of difference affecting the financial statements  
of Bristow Helicopter Group Limited are described below.                        

(a) Goodwill                                                                  

Under UK GAAP Bristow sets off goodwill arising on consolidation directly   
against retained earnings in the year of acquisition. Under US GAAP, goodwill   
arising on consolidation is capitalised on the balance sheet and then amortized 
over its useful life. Having considered all the relevant factors, Bristow have  
determined the expected useful life of goodwill to be 25 years.                 

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BRISTOW HELICOPTER GROUP LIMITED

NOTES (continued) 

26. DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED     
ACCOUNTING PRINCIPLES (continued)                                               

(b) Deferred taxation                                                         

Under UK GAAP Bristow provides for deferred taxation using the liability    
method on all material timing differences to the extent that it is considered   
probable that the liabilities will crystallise in the foreseeable future. Under 
US GAAP as set out in Statement of Financial Accounting Standards ("FAS") No    
109 "Accounting for Income Taxes", deferred taxation is provided for all        
temporary differences on a full liability basis.                                

(c) Pensions                                                                  

 Under UK GAAP Bristow accounts for pension costs in accordance with Statement
of Standard Accounting Practice (SSAP) 24 on a long-term basis, spreading the   
expected pension costs over the service lives of employees, using assumptions   
as advised by an independent actuary.                                           

Under US GAAP, in accordance with FAS 87, "Employers' Accounting for        
Pensions" the cost of providing pensions is attributed to periods of service in 
accordance with the benefit formulas underlying the pension plans. The          
resultant projected benefit obligation is matched against the current value of  
the underlying plan assets and any unrecognised actuarial gains and losses in   
determining the pension cost or credit for the year.                            

(d) Own share                                                                 

Under UK GAAP Bristow presents the outstanding loan to Bristow Nominees     
Limited used to finance the repurchase of shares from leavers as "Own shares"   
under current assets.                                                           

Under US GAAP such loan would be presented as a reduction of shareholders'  
funds.                                                                          

(e) Statement of cash flows                                                   

Under UK GAAP, cash flows are presented separately for operating activities,
returns on investments and servicing of finance, taxation, investing activities 
and financing activities. Under US GAAP, cash flow activities are reported as   
operating activities, investing activities and financing activities. Cash flows 
from taxation and returns on investments and servicing of finance would, with   
the exception of dividends paid and cost of financing, be included as operating 
activities. The payment of dividends and cost of financing would be included    
under financing activities.                                                     

Under UK GAAP, cash and cash equivalents include bank loans and overdrafts  
repayable within three months from the date of the advance. Under US GAAP such  
cash flow activities are included under financing activities.                   

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BRISTOW HELICOPTER GROUP LIMITED

NOTES (continued) 

27. SUMMARY OF DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN  
THE UNITED KINGDOM AND THE UNITED STATES.                                       

 The approximate effects of the differences between UK GAAP and US GAAP on net
income and shareholders' funds are as follows:                                  

                                                                [Download Table]

                                               YEAR ENDED 31 DECEMBER          
                                      -----------------------------------------
                                          1995          1994          1993     
                                      ------------- ------------- -------------
                                      (Pounds)000'S (Pounds)000'S (Pounds)000'S
                                      ------------- ------------- -------------
                                                                               
NET INCOME                                                                     
  As reported in accordance with UK                                            
   GAAP..............................    10,759         8,618        19,579    
  Items increasing/(decreasing) net                                            
   income                                                                      
  Amortisation of goodwill...........    (4,539)       (4,539)       (4,539)   
  Pensions...........................       653          (300)         (200)   
  Deferred taxation..................      (215)           99            66    
                                         ------        ------        ------    
  Net income in accordance with US                                             
   GAAP..............................     6,658         3,878        14,906    
                                         ======        ======        ======    

                                                                [Download Table]

                                                                  AS AT 31      
                                                                  DECEMBER      
                                                               ---------------- 
                                                                1995     1994   
                                                               -------  ------- 
                                                                                
SHAREHOLDERS' FUNDS                                                             
  As reported in accordance with UK GAAP...................... (50,258) (59,639)
  Items increasing/(decreasing) shareholders' funds...........                  
  Capitalisation of goodwill..................................  95,954   99,109 
  Pensions....................................................  (4,547)  (5,200)
  Deferred taxation...........................................   1,501    1,716 
  Own shares..................................................  (1,221)     (88)
                                                               -------  ------- 
  Shareholders' funds in accordance with US GAAP..............  41,429   35,898 
                                                               =======  ======= 

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BRISTOW HELICOPTER GROUP LIMITED

UNAUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE PERIODS ENDED 30 SEPTEMBER 1996 AND 1995

                                                                [Download Table]

                                                9 MONTHS ENDED  9 MONTHS ENDED 
                                                30 SEPTEMBER 96 30 SEPTEMBER 95
                                                --------------- ---------------
                                                 (Pounds)000'S   (Pounds)000'S 
                                                                               
TURNOVER.......................................     119,243         106,867    
                                                   --------         -------    
  Other operating income.......................         102              68    
  Raw materials and consumables................     (35,426)        (28,748)   
  Staff costs..................................     (41,026)        (38,668)   
  Depreciation.................................      (4,444)         (4,125)   
  Other operating charges......................     (20,575)        (17,679)   
                                                   --------         -------    
OPERATING COSTS................................    (101,369)        (89,152)   
                                                   --------         -------    
OPERATING PROFIT...............................      17,874          17,715    
  Profit on disposal of fixed assets...........       1,359           5,950    
                                                   --------         -------    
PROFIT ON ORDINARY ACTIVITIES BEFORE INTEREST                                  
 AND INVESTMENT RETURNS........................      19,233          23,665    
  Loss from interests in associated                                            
   undertakings................................          62            (345)   
  Amounts written off investments..............        (409)           (518)   
  Other interest receivable and similar income.         591             127    
  Interest payable and similar charges.........      (9,441)         (9,876)   
                                                   --------         -------    
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION..      10,036          13,053    
  Tax on profit on ordinary activities.........      (3,436)         (4,307)   
                                                   --------         -------    
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION...       6,600           8,746    
  Minority interest............................          --              --    
                                                   --------         -------    
RETAINED PROFIT FOR THE FINANCIAL YEAR.........       6,600           8,746    
                                                   ========         =======    

The turnover and profit were derived from continuing operations.            

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BRISTOW HELICOPTER GROUP LIMITED

UNAUDITED CONSOLIDATED BALANCE SHEET
AT 30 SEPTEMBER 1996 AND 31 DECEMBER 1995 

                                                                [Download Table]

                           30 SEPTEMBER 1996 31 DECEMBER 1995
                           ----------------- ----------------
                             (Pounds)000'S    (Pounds)000'S  
                                                             
FIXED ASSETS                                                 
  Tangible assets.........       58,074            60,986    
  Investments.............        1,300             1,223    
                               --------          --------    
                                 59,374            62,209    
                               --------          --------    
CURRENT ASSETS                                               
  Stocks..................        5,628             5,464    
  Debtors.................       31,484            24,858    
  Cash at bank and in                                        
   hand...................        2,860               --     
  Own shares..............        2,919             1,221    
                               --------          --------    
                                 42,891            31,543    
CREDITORS: AMOUNTS DUE                                       
 WITHIN ONE YEAR..........      (48,646)          (41,253)   
                               --------          --------    
NET CURRENT LIABILITIES...       (5,755)           (9,710)   
                               --------          --------    
TOTAL ASSETS LESS CURRENT                                    
 LIABILITIES..............       53,619            52,499    
  Creditors: Amounts due                                     
   after one year.........      (79,480)          (83,190)   
  Provision for                                              
   liabilities and                                           
   charges................      (17,444)          (19,513)   
                               --------          --------    
NET ASSETS................      (43,305)          (50,204)   
                               ========          ========    
CAPITAL AND RESERVES                                         
  Called up share capital.       10,000            10,000    
  Share premium account...        3,338             3,338    
  Goodwill write-off re-                                     
   serve..................     (111,492)         (111,845)   
  Profit and loss account.       54,849            48,249    
                               --------          --------    
SHAREHOLDERS' FUNDS.......      (43,305)          (50,258)   
  Minority interest.......          --                 54    
                               --------          --------    
                                (43,305)          (50,204)   
                               ========          ========    

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BRISTOW HELICOPTER GROUP LIMITED

UNAUDITED CONSOLIDATED CASH FLOW STATEMENT
PERIODS ENDED 30 SEPTEMBER 1996 AND 1995

                                                                [Download Table]

                                              9 MONTHS ENDED    9 MONTHS ENDED  
                                             30 SEPTEMBER 1996 30 SEPTEMBER 1995
                                             ----------------- -----------------
                                               (Pounds)000'S     (Pounds)000'S  
                                                                                
NET CASHFLOW FROM OPERATING ACTIVITIES.....       17,007            21,795      
                                                  ------            ------      
RETURN ON INVESTMENT AND SERVICING OF FI-                                       
 NANCE                                                                          
  Interest received........................          591               127      
  Interest paid............................       (7,361)           (8,494)     
  Interest element of finance lease rental                                      
   payments................................         (250)             (195)     
                                                  ------            ------      
NET CASH OUTFLOW FROM RETURNS ON INVESTMENT                                     
AND SERVICING OF FINANCE...................       (7,020)           (8,562)     
TAXATION...................................                                     
  UK corporation tax paid..................         (191)           (7,922)     
  Overseas taxation paid...................       (1,403)           (1,452)     
                                                  ------            ------      
TAX PAID...................................       (1,594)           (9,374)     
INVESTING ACTIVITIES                                                            
  Purchase of tangible fixed assets........       (1,818)           (3,733)     
  Purchase of investment...................          --             (2,123)     
  Aircraft disposal proceeds...............        1,682             6,447      
  Sale of other tangible fixed assets......          250               100      
                                                  ------            ------      
NET CASH INFLOW FROM INVESTING ACTIVITIES..          114               691      
                                                  ------            ------      
NET CASH INFLOW BEFORE FINANCING...........        8,507             4,550      
FINANCING                                                                       
  Amounts repaid on borrowings.............       (4,000)           (2,000)     
  Repayment of capital element of finance                                       
   lease rentals...........................         (321)             (679)     
                                                  ------            ------      
NET CASH OUTFLOW FROM FINANCING............       (4,321)           (2,679)     
INCREASE IN CASH AND CASH EQUIVALENTS......        4,186             1,871      
                                                  ======            ======      

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BRISTOW HELICOPTER GROUP LIMITED

NOTES (forming part of the financial statements)

1. BASIS OF PRESENTATION                                                        

The accompanying interim consolidated financial statements of Bristow       
Helicopter Group Limited as at 30 September 1996 and 31 December 1995 and for   
the nine months ended 30 September 1996 and 1995 are unaudited. In the opinion  
of management, all adjustments (consisting only of normal recurring             
adjustments) necessary for a fair presentation of the financial statements have 
been included therein. The results of these interim periods are not necessarily 
indicative of results for the year.                                             

For the purposes of these consolidated interim financial statements, certain
information and disclosures normally included in financial statements prepared  
in accordance with accounting principles generally accepted in the United       
Kingdom have been omitted. These unaudited financial statements should be read  
in conjunction with the audited financial statements and notes thereto as at    
and for the year ended 31 December 1995.                                        

2. DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED      
ACCOUNTING PRINCIPLES                                                           

The financial statements are prepared in accordance with accounting         
principles generally accepted in the United Kingdom ("UK GAAP") which differ in 
certain respects from those generally accepted in the United States ("US        
GAAP"). The significant differences are described below.                        

(a) Goodwill                                                                  

Under UK GAAP Bristow sets off goodwill arising on consolidation directly   
against retained earnings in the year of acquisition. Under US GAAP, goodwill   
arising on consolidation is capitalized on the balance sheet and then amortised 
over its useful life. Having considered all the relevant factors, Bristow have  
determined the expected useful life of goodwill to be 25 years.                 

(b) Deferred taxation                                                         

Under UK GAAP Bristow provides for deferred taxation using the liability    
method on all material timing difference to the extent that it is considered    
probable that the liabilities will crystallise in the forseeable future. Under  
US GAAP, as set out in Statement of Financial Accounting Standards ("FAS") No   
109 "Accounting for Income Taxes", deferred taxation is provided for all        
temporary differences on a full liability basis.                                

(c) Pensions                                                                  

Under UK GAAP Bristow accounts for pension costs on a long-term basis,      
spreading the expected pension costs over the service lives of employees, using 
assumptions as advised by an independent actuary.                               

Under US GAAP, in accordance with FAS 87, "Employers' Accounting for          
Pensions," the cost of providing pensions is attributed to periods of service   
in accordance with the benefit formulas underlying the pension plans. The       
resultant projected benefit obligation is matched against the current value of  
the underlying plan assets and any unrecognised actuarial gains and losses in   
determining the pension cost or credit for the year.                            

(d) Own share                                                                 

Under UK GAAP Bristow presents the outstanding loan to Bristow Nominees     
Limited used to finance the repurchase of shares from leavers as "Own shares"   
under current assets.                                                           

Under US GAAP such loan would be presented as a reduction of shareholders'  
funds.                                                                          

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BRISTOW HELICOPTER GROUP LIMITED

NOTES (continued) 

(e) Statement of cash flows                                                   

Under UK GAAP, cash flows are presented separately for operating activities,
returns on investments and servicing of finance, taxation, investing activities 
and financing activities. Under US GAAP, cash flow activities are reported as   
operating activities, investing activities and financing activities. Cash flows 
from taxation and returns on investments and servicing of finance would, with   
the exception of dividends paid and cost of financing, be included as operating 
activities. The payment of dividends and cost of financing would be included    
under financing activities.                                                     

Under UK GAAP, cash and cash equivalents include bank loans and overdrafts  
repayable within three months from the date of the advance. Under US GAAP such  
cash flow activities are included under financing activities.                   

3. SUMMARY OF DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN   
THE UNITED KINGDOM AND THE UNITED STATES                                        

 The approximate effects of the differences between UK GAAP and US GAAP on net
income and shareholders' funds is as follows:                                   

                                                                [Download Table]

                                                       NINE MONTHS ENDED 30    
                                                             SEPTEMBER         
                                                    ---------------------------
                                                        1996          1995     
                                                    ------------- -------------
                                                    (Pounds)000'S (Pounds)000'S
                                                                               
NET INCOME                                                                     
  As reported in accordance with UK GAAP...........      6,600         8,746   
  Items increasing/(decreasing) net income.........                            
  Amortisation of goodwill.........................     (3,404)       (3,404)  
  Pensions.........................................        477           490   
  Deferred taxation................................       (157)         (162)  
                                                       -------       -------   
  Net income in accordance with US GAAP............      3,516         5,670   
                                                       =======       =======   

                                                               AS AT           
                                                    ---------------------------
                                                    SEPTEMBER 30, DECEMBER 31, 
                                                        1996          1995     
                                                    ------------- -------------
                                                                               
SHAREHOLDERS' FUNDS                                                            
  As reported in accordance with UK GAAP...........    (43,305)      (50,258)  
  Items increasing/(decreasing) shareholders'                                  
   funds...........................................                            
  Capitalisation of goodwill.......................     92,197        94,954   
  Pensions.........................................     (4,070)       (4,547)  
  Deferred taxation................................      1,344         1,501   
  Own Shares.......................................     (2,919)       (1,221)  
                                                       -------       -------   
  Shareholders' funds in accordance with US GAAP...     43,247        41,429   
                                                       =======       =======   

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ANNEX B 

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

The following unaudited pro forma condensed consolidated financial          
information is derived from the historical financial statements of OLOG and     
Bristow and certain assumptions deemed appropriate by the Company. The          
Unaudited Pro Forma Condensed Consolidated Statements of Income for the 12      
months ended June 30, 1996 and the three months ended September 30, 1996        
reflects (i) the Bristow Transaction and (ii) the issuance of the Notes and     
the application of the net proceeds therefrom, as if such transactions had      
occurred on July 1, 1995. The Unaudited Pro Forma Condensed Consolidated        
Balance Sheet as of September 30, 1996 reflects such transactions as if they    
had occurred on September 30, 1996. The Unaudited Pro Forma Condensed           
Consolidated Financial Statements should be read in conjunction with the notes  
thereto and the historical financial statements of OLOG, including the notes    
thereto, included in the Company's Form 10-K and the historical financial       
statements of Bristow, including the notes thereto, included elsewhere herein.  

The pro forma adjustments to give effect to the various events described    
above are based upon currently available information and upon certain           
assumptions that management believes are reasonable. Bristow's historical       
financial data included in these pro forma statements have been restated to     
conform with U.S. GAAP. For a discussion of the principal differences between   
U.K. and U.S. GAAP, see Notes 26 and 27 to Bristow's Consolidated Financial     
Statements. The Bristow Transaction will be accounted for by the Company under  
the purchase method of accounting and the assets and liabilities of Bristow     
will be recorded at their estimated fair market values at the date of           
acquisition. The adjustments included in the Unaudited Pro Forma Combined       
Financial Statements reflect the Company's preliminary determination of these   
adjustments based upon available information. There can be no assurance that    
the actual adjustments will not vary significantly from the estimated           
adjustments reflected in the Unaudited Pro Forma Condensed Consolidated         
Financial Statements. Bristow's September 30, 1996 historical balance sheet     
was translated from British Pounds Sterling to U.S. Dollars using the exchange  
rate on that date of 1.5634. The income statements for the three months ended   
September 30, 1996 and 12 months ended June 30, 1996 were translated using a    
weighted average exchange rate of 1.5547 and 1.5475, respectively.              

The Unaudited Pro Forma Condensed Consolidated Financial Statements do not  
purport to be indicative of the financial position or results of operations     
that would actually have occurred if the transactions described had occurred    
as presented in such statements or that may be obtained in the future. In       
addition, future results may vary significantly from the results reflected in   
such statements due to general economic conditions, oil and gas commodity       
prices, the demand and prices for oil and gas related offshore transportation   
services, increases in the number of helicopters available for service, the     
exchange rate between U.S. Dollars and British Pounds Sterling, and several     
other factors, many of which are beyond the Company's control.                  

34  

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OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)

                                                                [Download Table]

                            AS OF SEPTEMBER 30, 1996                            
                            ---------------------------                         
                                                                         PRO    
                                OLOG        BRISTOW     ADJUSTMENTS     FORMA   
                            ------------  ------------- -----------    -------- 
                                                                                
ASSETS                                                                          
Current Assets:                                                                 
  Cash, cash equivalents                                                        
   and investment in                                                            
   marketable securities...     $ 85,194     $   4,471   $(65,492)(a)  $ 24,173 
  Restricted cash                                                               
   investment..............           --            --      7,662 (b)     7,662 
  Accounts receivable......       29,662        49,222         --        78,884 
  Inventories..............       26,896         8,799     31,268 (c)    66,963 
  Prepaid expenses.........          932            --         --           932 
                                --------     ---------   --------      -------- 
    Total current assets...      142,684        62,492    (26,562)      178,614 
Investments in                                                                  
 unconsolidated entities...        8,783         2,032         --        10,815 
Property and equipment--at                                                      
 cost:                                                                          
  Land and buildings.......        2,977        21,901         --        24,878 
  Aircraft and equipment...      136,755       314,944    (40,152)(d)   411,547 
                                --------     ---------   --------      -------- 
                                 139,732       336,845    (40,152)      436,425 
  Less: Accumulated                                                             
   depreciation and                                                             
   amortization............      (66,334)     (246,052)   246,052 (d)   (66,334)
                                --------     ---------   --------      -------- 
                                  73,398        90,793    205,900       370,091 
Other assets, primarily                                                         
 goodwill..................       24,089       144,141    (62,230)(e)   106,000 
                                --------     ---------   --------      -------- 
                                $248,954     $ 299,458   $117,108      $665,520 
                                ========     =========   ========      ======== 
LIABILITIES AND                                                                 
 STOCKHOLDERS' EQUITY                                                           
Current Liabilities:                                                            
  Accounts payable.........     $  3,476     $  61,981   $     --      $ 65,457 
  Accrued liabilities......       10,902            --         --        10,902 
  Current maturities of                                                         
   long-term debt..........        4,850        14,071        767 (f)    19,688 
                                --------     ---------   --------      -------- 
    Total current                                                               
     liabilities...........       19,228        76,052        767        96,047 
                                --------     ---------   --------      -------- 
Long-term debt, less                                                            
 current maturities........          750       124,259     90,524 (f)   215,533 
Deferred credits...........        1,865        22,378    (22,378)(g)     1,865 
Deferred taxes.............       20,518         9,157     88,678 (h)   118,353 
Minority interest..........        1,043            --      7,973 (i)     9,016 
Stockholders' equity:                                                           
  Common stock.............          195        15,634    (15,620)          209 
  Additional paid in                                                            
   capital.................       95,946           655     18,487       115,088 
  Retained earnings........      109,409        51,323    (51,323)      109,409 
                                --------     ---------   --------      -------- 
                                 205,550        67,612    (48,456)(j)   224,706 
                                --------     ---------   --------      -------- 
    Total liabilities and                                                       
     stockholders' equity..     $248,954     $ 299,458   $117,108      $665,520 
                                ========     =========   ========      ======== 

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated        
Financial Statements and the historical financial statements of Bristow,    
including the notes thereto.                                                

35

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OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                                [Download Table]

                                 12 MONTHS ENDED                               
                                  JUNE 30, 1996                                
                               ---------------------                           
                                 OLOG      BRISTOW   ADJUSTMENTS   PRO FORMA   
                               ---------   -------   -----------   ---------   
                                                                               
Gross Revenue:                                                                 
 Operating revenue...........   $156,766   $237,198    $    --     $393,964    
 Gain (loss) on disposal of                                                    
  equipment..................       (537)       398         --         (139)   
                                --------   --------    -------     --------    
                                 156,229    237,596         --      393,825    
                                --------   --------    -------     --------    
Operating Expenses:                                                            
 Direct cost.................    120,594    149,109        511 (k)  270,214    
 Depreciation and                                                              
  amortization...............      9,230     16,295      2,653 (l)   28,178    
 General and administrative..     12,278     41,301         --       53,579    
                                --------   --------    -------     --------    
                                 142,102    206,705      3,164      351,971    
                                --------   --------    -------     --------    
Operating Income.............     14,127     30,891     (3,164)      41,854    
Earnings from unconsolidated                                                   
 entities....................      4,056       (654)        --        3,402    
Interest and other income                                                      
 (expense)...................      4,055        735     (3,412)(m)    1,378    
Interest expense.............        779     20,102     (1,506)(n)   19,375    
                                --------   --------    -------     --------    
Income Before Provision for                                                    
 Income Taxes................     21,459     10,870     (5,070)      27,259    
Provision for income taxes...      6,219      6,029     (3,221)(o)    9,027    
(Income) Loss of minority                                                      
 interest....................         36         --       (947)(p)     (911)   
                                --------   --------    -------     --------    
Net Income...................   $ 15,276   $  4,841    $(2,796)    $ 17,321    
                                ========   ========    =======     ========    
Earnings per common share                                                      
 Primary.....................   $   0.77        .02                $   0.82    
 Fully diluted...............   $   0.77        .02                $   0.82    
Weighted average shares                                                        
 outstanding                                                                   
 Primary.....................     19,767    200,000                  21,141 (q)
 Fully diluted...............     19,767    200,000                  21,141    

                                  QUARTER ENDED                                
                               SEPTEMBER 30, 1996                              
                               ---------------------                           
                                 OLOG      BRISTOW   ADJUSTMENTS   PRO FORMA   
                               ---------  ---------- -----------   ---------   
                                                                               
Gross Revenue:                                                                 
 Operating revenue...........   $ 41,986   $ 62,765    $    --     $104,751    
 Gain (loss) on disposal of                                                    
  equipment..................        231      1,911         --        2,142    
                                --------   --------    -------     --------    
                                  42,217     64,676         --      106,893    
                                --------   --------    -------     --------    
Operating Expenses:                                                            
 Direct cost.................     30,217     40,237        247 (k)   70,701    
 Depreciation and                                                              
  amortization...............      2,435      3,975        666 (l)    7,076    
 General and administrative..      3,190     10,135         --       13,325    
                                --------   --------    -------     --------    
                                  35,842     54,347        913       91,102    
                                --------   --------    -------     --------    
Operating Income ............      6,375     10,329       (913)      15,791    
Earnings (losses) from                                                         
 unconsolidated entities.....      1,255       (538)        --          717    
Interest and other income                                                      
 (expense)...................      1,102        375       (913)(m)      564    
Interest expense.............        139      4,830       (413)(n)    4,556    
                                --------   --------    -------     --------    
Income Before Provision for                                                    
 Income Taxes................      8,593      5,336     (1,413)      12,516    
Provision for income taxes...      2,750      2,410       (814)(o)    4,346    
(Income) Loss of minority                                                      
 interest....................         12         --       (238)(p)     (226)   
                                --------   --------    -------     --------    
Net Income...................   $  5,855   $  2,926    $  (837)    $  7,944    
                                ========   ========    =======     ========    
Earnings per common share                                                      
 Primary.....................   $   0.30   $   0.01                $   0.38    
 Fully diluted...............   $   0.30   $   0.01                $   0.35    
Weighted average shares                                                        
 outstanding                                                                   
 Primary.....................     19,765    200,000                  21,139 (q)
 Fully diluted...............     19,765    200,000                  24,967    

See accompanying Notes to Unaudited Pro Forma Combined Consolidated         
Financial Statements and the historical financial statements of OLOG and    
Bristow, including the notes thereto.                                       

36

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OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES 

NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS 

The following notes set forth the assumption used in preparing the Unaudited
Pro Forma Condensed Consolidated Financial Statements. The pro forma            
adjustments are based on estimates made by the Company's management using       
information currently available.                                                

The adjustments to the accompanying Unaudited Pro Forma Condensed           
Consolidated Balance Sheet are described below.                                 

a.  To record existing OLOG cash used to finance a portion of the Bristow   
Transaction.                                                        

b.  To record the cash investment to secure the Caledonia put option.       

c.  To record a write-up of Bristow's inventory to fair value.              

d.  To record the write-off of Bristow's existing accumulated depreciation  
and to record the write-up of Bristow's fixed assets to fair value. 

e.  To record the write-off of Bristow's existing goodwill and to record the
goodwill associated with the Bristow Transaction.                   

f.  To record the issuance of $87.5 million of the Notes, the write-up of   
     assumed Bristow debt with higher than market interest rates to fair value
($6.7 million), the obligation for Newco management fees payable to 
Caledonia ($4.9 million) and the elimination of certain Bristow     
subordinated debt acquired by OLOG.                                 

g.  To eliminate Bristow's accrued maintenance and repairs provision given  
 the write-up of fixed assets to fair value and to eliminate Bristow's
   pension liability as the fair value of the plan assets approximates the
actual liability of pension obligation.                             

h.  To record recognition of deferred taxes for the pro forma adjustments   
except for the goodwill recorded, and to adjust Bristow's existing  
deferred tax assets.                                                

i.  To record the interest in Bristow held by Caledonia and the EU Investor 
   as specified in the put/call options between OLOG, Caledonia and the EU
Investor.                                                           

j.  To record the issuance of 1,374,000 OLOG shares and to adjust and       
eliminate Bristow's stockholders' equity.                           

The adjustments to the accompanying Unaudited Pro Forma Condensed           
Consolidated Statements of Income are described below.                          

k.  To adjust the maintenance and repairs provision and pension expense of  
Bristow.                                                            

l.  To record the incremental depreciation and amortization related to the  
  stepped up basis of fixed assets and goodwill. Fixed assets of Bristow
  will be depreciated over 10 to 15 years with residual values of 30% to
50%. Goodwill and transaction costs will be amortized over 30 years.

m.  To record reduced interest income as a result of the use of OLOG's      
 existing cash equivalent balances to finance a portion of the Bristow
Transaction.                                                        

n.  To record interest expense adjustments related to the Notes offering at 
    an assumed annual interest rate of 6%, certain subordinated debt held by
U.K. institutional investors to be acquired by OLOG in the Bristow  
  Transaction, the restatement of certain assumed debt to reflect market
   interest rates and amortization of deferred debt issuance costs related
to the Notes over the term of the Notes (ten years).                

o.  To record the tax effect of the income statement adjustments (at 33% for
    applicable Bristow adjustments and 34% for applicable OLOG adjustments).

p.  To record the minority interest accruals at 12% as specified in the call
arrangements between OLOG, Caledonia and the EU Investor.           

q.  The pro forma weighted average shares outstanding includes the issuance 
of 1,374,000 of OLOG shares.                                        

37

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EXHIBIT INDEX 

                                                                [Download Table]

EXHIBIT                                          
NUMBER   DESCRIPTION                             
-------  -----------                             
                                                 
    2(1) Master Agreement dated December 12, 1996

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K’ Filing	Date	First	Last	Other Filings

	12/15/03	4
	1/31/02	2
	1/29/98	4
	2/15/97	4
	1/29/97	4
Filed on:	1/3/97	5
For Period End:	12/19/96	1	4
	12/17/96	2
	12/12/96	4	39
	9/30/96	35	37	10-K405, 10-Q
	6/30/96	35	37	10-K405
	7/1/95	35
				List all Filings

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Filing Submission 0000899243-97-000027 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Bristow Group Inc – ‘8-K’ for 12/19/96

As of: Friday, 1/3/97 · For: 12/19/96 · Accession #: 899243-97-27 · File #: 0-05232

Previous ‘8-K’: ‘8-K’ on 5/6/96 for 2/8/96 · Next: ‘8-K’ on 5/7/97 for 5/1/97 · Latest: ‘8-K’ on 12/9/19 for 11/28/19

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Dates Referenced Herein and Documents Incorporated by Reference

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