-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DyWKvsB+Qxo3NRFYtK9pdHHEddAprc4PuqXpH3cO9aLMK1JT3eapD9SRvG5c5VBz nxgM1DJRjwq8JS3ENeUFzQ== 0000950124-98-002195.txt : 19980417 0000950124-98-002195.hdr.sgml : 19980417 ACCESSION NUMBER: 0000950124-98-002195 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980416 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PETROLEUM HELICOPTERS INC CENTRAL INDEX KEY: 0000350403 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 720395707 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-33163 FILM NUMBER: 98595235 BUSINESS ADDRESS: STREET 1: 113 BORMAN DRIVE STREET 2: P O BOX 23502 CITY: LAFAYETTE STATE: LA ZIP: 70508 BUSINESS PHONE: 5047336790 MAIL ADDRESS: STREET 1: 113 BORMAN DRIVE CITY: LAFAYETTE STATE: LA ZIP: 70508 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WOODBOURNE PARTNERS L P CENTRAL INDEX KEY: 0001048869 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 200 N BROADWAY SUITE 825 CITY: ST LOUIS STATE: MO ZIP: 63102 BUSINESS PHONE: 3144214600 MAIL ADDRESS: STREET 1: 200 N BROADWAY SUITE 825 CITY: ST LOUIS STATE: MO ZIP: 63102 SC 13G 1 SC 13G DATED 4-8-98 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ____)* PETROLEUM HELICOPTERS INCORPORATED - -------------------------------------------------------------------------------- (Name of Issuer) NON-VOTING COMMON STOCK, $0.10 PAR VALUE PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 716604 10 3 - -------------------------------------------------------------------------------- (CUSIP Number) APRIL 8, 1998 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP No. 716604 10 3 13G Page 2 of 8 Pages 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (entities only) WOODBOURNE PARTNERS, L.P. 2 Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization MISSOURI Number of 5 Sole Voting Power Shares -0- Beneficially 6 Shared Voting Power 165,200 Owned by 7 Sole Dispositive Power Each -0- Reporting 8 Shared Dispositive Power Person With 165,200 9 Aggregate Amount Beneficially Owned by Each Reporting Person 165,200 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented by Amount in Row (9) 7.1% 12 Type of Reporting Person (See Instructions) PN 3 CUSIP No. 716604 10 3 13G Page 3 of 8 Pages 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (entities only) CLAYTON MANAGEMENT COMPANY 2 Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization MISSOURI Number of 5 Sole Voting Power Shares -0- Beneficially 6 Shared Voting Power 165,200 Owned by 7 Sole Dispositive Power Each -0- Reporting 8 Shared Dispositive Power Person With 165,200 9 Aggregate Amount Beneficially Owned by Each Reporting Person 165,200 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented by Amount in Row (9) 7.1% 12 Type of Reporting Person (See Instructions) CO 4 CUSIP No. 716604 10 3 13G Page 4 of 8 Pages 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (entities only) JOHN D. WEIL 2 Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [ ] 3 SEC Use Only 4 Citizenship or Place of Organization MISSOURI Number of 5 Sole Voting Power Shares -0- Beneficially 6 Shared Voting Power 165,200 Owned by 7 Sole Dispositive Power Each -0- Reporting 8 Shared Dispositive Power Person With 165,200 9 Aggregate Amount Beneficially Owned by Each Reporting Person 165,200 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented by Amount in Row (9) 7.1% 12 Type of Reporting Person (See Instructions) IN 5 CUSIP No. 716604 10 3 13G Page 5 of 8 Pages ITEM 1(A) Name of Issuer: PETROLEUM HELICOPTERS INCORPORATED ITEM 1(B) Address of Issuer's Principal Executive Offices: 113 BORMAN DRIVE P.O. BOX 23502 LAFAYETTE, LA 70508 ITEM 2(A) Name of Person Filing: (a) WOODBOURNE PARTNERS, L.P. ("WOODBOURNE") (b) CLAYTON MANAGEMENT COMPANY ("CLAYTON") (c) JOHN D. WEIL ("WEIL") ITEM 2(B) Address of Principal Business Office: (a) 200 N. BROADWAY, SUITE 825 ST. LOUIS, MISSOURI 63102 (b) 200 N. BROADWAY, SUITE 825 ST. LOUIS, MISSOURI 63102 (b) 200 N. BROADWAY, SUITE 825 ST. LOUIS, MISSOURI 63102 ITEM 2(C) Place of Organization; Citizenship: (a) WOODBOURNE IS A LIMITED PARTNERSHIP ORGANIZED UNDER MISSOURI LAW. (b) CLAYTON, THE GENERAL PARTNER OF WOODBOURNE, IS A CORPORATION ORGANIZED UNDER MISSOURI LAW. (c) WEIL, THE SOLE DIRECTOR AND SOLE SHAREHOLDER OF CLAYTON, IS AN INDIVIDUAL RESIDING IN MISSOURI. ITEM 2(D) Title of Class of Securities: NON-VOTING COMMON STOCK, PAR VALUE $0.10 PER SHARE ITEM 2(E) CUSIP Number: 716604 10 3 6 CUSIP No. 716604 10 3 13G Page 6 of 8 Pages ITEM 3 If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person is filing is a: (a). [ ] Broker or Dealer registered under Section 15 of the Act; (b). [ ] Bank as defined in Section 3(a)(6) of the Act; (c). [ ] Insurance company as defined in Section 3(a)(19) of the Act; (d). [ ] Investment company registered under Section 8 of the Investment Company Act of 1940; (e). [ ] An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E); (f). [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g). [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h). [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act; (i). [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; (j). [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box [ X ]. ITEM 4. Ownership.
WOODBOURNE CLAYTON WEIL (general partner of (sole director and Woodbourne) shareholder of Clayton) (a) Amount beneficially owned: 165,200 165,200 165,200 (b) Percent of Class: 7.1% 7.1% 7.1% (c) Number of Shares as to which the person has: (i) Sole power to vote or direct the vote: -0- -0- -0- (ii) Shared power to vote or direct the vote: 165,200 165,200 165,200 (iii) Sole power to dispose or to direct the disposition of: -0- -0- -0- (iv) Shared power to dispose or to direct the disposition of: 165,200 165,200 165,200
ITEM 5. Ownership of Five Percent or Less of a Class. NOT APPLICABLE. ITEM 6. Ownership of More than Five Percent on Behalf of Another Person. NOT APPLICABLE. 7 CUSIP No. 716604 10 3 13G Page 7 of 8 Pages ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. NOT APPLICABLE. ITEM 8. Identification and Classification of Members of the Group. NOT APPLICABLE. ITEM 9. Notice of Dissolution of Group. NOT APPLICABLE. ITEM 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Dated: April 16, 1998 WOODBOURNE PARTNERS, L.P., by its General Partner, CLAYTON MANAGEMENT COMPANY /s/ John D. Weil -------------------------------- John D. Weil, President Dated: April 16, 1998 CLAYTON MANAGEMENT COMPANY /s/ John D. Weil -------------------------------- John D. Weil, President Dated: April 16, 1998 /s/ John D. Weil ------------------------------ John D. Weil 8 CUSIP No. 716604 10 3 13G Page 8 of 8 Pages EXHIBIT A TO SCHEDULE 13G AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned persons, on April 16, 1998, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the non-voting common stock of Petroleum Helicopters Incorporated. WOODBOURNE PARTNERS, L.P., by its General Partner, CLAYTON MANAGEMENT COMPANY /s/ John D. Weil ------------------------------ John D. Weil, President CLAYTON MANAGEMENT COMPANY /s/ John D. Weil ------------------------------ John D. Weil, President /s/ John D. Weil ------------------------------ John D. Weil -----END PRIVACY-ENHANCED MESSAGE-----