-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, amGqCC12wPK9hDsEipCbViwR11dIEwgt03Vbv+73rs82fWm8HMOR8KX0WLqwkFWS 3cnw9teeZy6HnJnNQR3iWQ== 0000350403-94-000011.txt : 19941207 0000350403-94-000011.hdr.sgml : 19941207 ACCESSION NUMBER: 0000350403-94-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19941031 FILED AS OF DATE: 19941205 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PETROLEUM HELICOPTERS INC CENTRAL INDEX KEY: 0000350403 STANDARD INDUSTRIAL CLASSIFICATION: 4522 IRS NUMBER: 720395707 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09827 FILM NUMBER: 94563158 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 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 0-9827 PETROLEUM HELICOPTERS, INC. (Exact name of registrant as specified in its Charter) Louisiana 72-0395707 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5728 JEFFERSON HIGHWAY P. O. BOX 23502 NEW ORLEANS, LOUISIANA 70183 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (504) 733-6790 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Issuer's classes of common stock, as of the latest practicable date. Class Outstanding at 12/2/94 Voting Common Stock 3,278,068 Non-Voting Common Stock 2,200,000 PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS In thousands October 31, April 30, (Current period unaudited) 1994 1994 (1) ASSETS Current assets: Cash and cash equivalents $ 1,504 $ 5,452 Accounts receivable - net of allowance 31,238 27,759 Inventory 24,747 24,850 Prepaid expenses 1,027 1,446 Refundable income taxes - 196 ______ _______ Total current assets 58,516 59,703 ______ _______ Notes receivable - 290 Investments 1,162 597 Property and equipment: Cost 197,872 194,810 Less accumulated depreciation (111,009) (109,171) 86,863 85,639 Other assets 104 83 $ 146,645 $ 146,312 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 18,459 $ 15,740 Accrued vacation pay 4,687 4,687 Income taxes payable 738 - Current portion of long-term debt 8,229 8,704 Total current liabilities 32,113 29,131 Long-term debt 26,694 31,849 Deferred income taxes 10,023 10,023 Stockholders' equity: Voting common stock 273 273 Non-voting common stock 183 183 Additional paid-in capital 11,027 11,027 Retained earnings 66,332 63,826 77,815 75,309 $ 146,645 $ 146,312 ======= ======= (1)The balance sheet at April 30, 1994 is condensed from the audited financial statements at that date. See notes to condensed consolidated financial statements. PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS In thousands, Three Months Ended Six Months Ended except per October 31, October 31, share amounts 1994 1993 1994 1993 (unaudited) REVENUES: Operating revenues $ 44,841 $ 47,658 $ 88,398 $ 95,276 Gain on equipment disposals 184 397 956 441 Equity in net earnings of investee companies 20 (12) 81 3 45,045 48,043 89,435 95,720 EXPENSES: Direct expenses 39,267 44,170 78,517 86,720 Selling, general and administrative expenses 2,626 2,373 5,074 4,797 Interest expense 732 728 1,488 1,330 42,625 47,271 85,079 92,847 Earnings before income taxes 2,420 772 4,356 2,873 Income taxes 965 299 1,740 1,149 Net earnings $ 1,455 $ 473 $ 2,616 $ 1,724 ====== ====== ====== ====== Net earnings per share $ .27 $ .08 $ .48 $ .31 ====== ====== ====== ====== Weighted average common shares outstanding 5,478 5,478 5,478 5,478 ====== ====== ====== ====== Dividends paid per common share $ .02 $ -0- $ .02 $ -0- ====== ====== ====== ====== See notes to condensed consolidated financial statements. PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS In thousands Six Months Ended October 31, (unaudited) 1994 1993 OPERATING ACTIVITIES: Net earnings $ 2,616 $ 1,724 Depreciation 4,152 4,095 Gain on equipment disposals (956) (441) Equity in net earnings of investee companies (81) (3) Changes in operating assets and liabilities 484 1,700 Net cash provided by operating activities 6,215 7,075 INVESTING ACTIVITIES: Purchases of property and equipment (6,348) (8,786) Proceeds from equipment disposals 1,925 846 Net cash used by investing activities (4,423) (7,940) FINANCING ACTIVITIES: Proceeds from long-term debt 4,500 29,030 Payments on long-term debt (10,130) (26,217) Dividends paid (110) - Net cash provided (used) by financing activities (5,740) 2,813 Increase (decrease) in cash and cash equivalents (3,948) 1,948 Cash and cash equivalents at beginning of period 5,452 2,309 Cash and cash equivalents at end of period $ 1,504 $ 4,257 ======= ======= See notes to condensed consolidated financial statements. PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED OCTOBER 31, 1994 AND 1993 (UNAUDITED) A. These financial statements, except for the April 30, 1994 condensed balance sheet, have been prepared without audit in compliance with the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that this information is fairly presented. It is suggested that these condensed consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended April 30, 1994 and its accompanying notes and Management's Discussion and Analysis of Financial Condition and Results of Operations. B. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal, recurring adjustments, necessary to fairly present the financial results for the interim periods presented. C. The Company's financial results, particularly as it relates to its domestic oil and gas operations, are influenced by seasonal fluctuations. During the Company's third fiscal quarter, there are historically more days of adverse weather conditions and fewer hours of daylight than the other months of the year. Consequently, flight hours are generally lower during the winter than they are at other times of the year. This produces a seasonal aspect to the Company's business and typically results in reduced revenues from operations during those months. Therefore, the results of operations for interim periods are not necessarily indicative of the operating results that may be expected for the full fiscal year. D. Certain reclassifications have been made to the prior year's financial statements in order to conform with the classifications adopted for reporting in fiscal 1995. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a comparison of the second quarter and the first six months of the fiscal year ending April 30, 1995 with the comparable periods of the prior fiscal year. The Company is engaged in providing helicopter transporta- tion and related services. The predominant portion of its revenue is derived from transporting offshore oil and gas produc tion and drilling workers on a worldwide basis. The Company also performs helicopter transportation services for a variety of hospital and medical programs and aircraft maintenance to outside parties. RESULTS OF OPERATIONS Second Quarter Fiscal 1995 to Fiscal 1994 Operating revenues decreased $2.9 million, or 6%, to $44.8 million in the second quarter of fiscal 1995 compared to $47.7 million in the prior year period. The overall decrease was primarily the result of a 6% decrease in flight hours from 55,967 to 52,821. Declines in domestic oil and gas and maintenance revenues were partially offset by increases in the Company's aeromedical and international markets. Domestic oil and gas revenues declined $3.4 million, or 10% from $33.6 million to $30.2 million. The decrease was primarily related to the loss of three contracts which represented $3.3 million in revenues in the second quarter of fiscal 1994. Aeromedical revenues increased $0.7 million, or 12% to $6.4 million in fiscal 1995 from $5.7 million in the same period of fiscal 1994. Aeromedical flight hours increased 8% to 3,420 as compared to 3,172. The increase is due to the addition of five new programs and eight new dedicated aircraft during the past 18 months. The Company was recently awarded two new contracts that will commence operations in the current fiscal year. International oil and gas revenues increased 22% to $4.5 million from $3.7 million. Flight hours in the Company's international markets increased 14% from 4,555 to 5,184. The addition of two new programs involving two helicopters and one fixed wing aircraft resulted in the improved revenues. Other revenues, including maintenance, declined $1 million to $3.7 million from $4.7 million. The Company's operating margin improved to 12% for the current quarter from 7% in the prior year's quarter. The in crease is a direct result of the Company's efforts to control costs. Consistent with the decline in revenues and flight hours, direct operating costs declined 11% or $4.9 million. The de crease resulted primarily from a decline in spare parts and repairs and maintenance of $2.8 million. Cost of sales fell $0.9 million related to the reduction in maintenance revenues. Helicopter rent and insurance declined $0.7 million and $0.5 million, respectively. Selling, general and administrative expenses increased $0.2 million primarily as a result of a non-recurring $0.2 million increase in professional fees related to the reincorporation of the Company from Delaware to Louisiana and the Company's efforts to acquire certain assets of Rocky Mountain Helicopters. Second quarter interest expense was constant at $0.7 million as the effect of higher interest rates was offset by lower outstanding borrowings. First Six Months Fiscal 1995 to First Six Months Fiscal 1994 On a year-to-date basis, the Company's operating revenues declined 7%, or $6.9 million, from $95.3 million in the prior year period to $88.4 million. Overall flight hours decreased 7% to 104,893 from 112,964. Revenues derived from the domestic oil and gas market decreased 13% from $68.2 million to $59.2 million. Aeromedical, international helicopter services and technical services revenues increased a combined 8% from $27.1 million to $29.2 million and represented 33% of total revenues compared to 28% for the prior year period. Equipment disposals increased $0.6 million from $0.4 million in the prior period to $1 million in the current period. The increase is due to the sale of six aircraft in the current period compared to three in the prior fiscal year. The Company's operating margin improved to 11% compared to 9% for the prior period. Direct operating costs decreased 9% from $86.7 million to $78.5 million. Direct operating costs decreased primarily by $2.9 million in repairs, maintenance and spare parts expense, salaries and benefits of $1.3 million, cost of sales of $1.6 million, helicopter rent of $0.8 million, fuel $0.5 million and helicopter insurance of $0.5 million. The decreases were a result of decreased revenues and flight hours. Selling, general, and administrative expenses increased $0.3 million from $4.8 million to $5.1 million. The 6% six month period to period increase primarily resulted from the non-recur ring $0.2 million increase in professional fees described above. The $0.2 million increase in year-to-date interest expense was a result of rising interest rates offset by a decrease in average debt outstanding. LIQUIDITY AND CAPITAL RESOURCES Working capital as of the quarter ended October 31, 1994 was $26.4 million compared to $30.6 million at April 30, 1994, the Company's fiscal year end. The Company had total long-term debt of approximately $34.9 million and helicopter lease commitments of approximately $61.3 million as of October 31, 1994. Stock holders' equity rose $2.5 million to $77.8 million at October 31, 1994. The increase was generated entirely from operating profits net of $0.1 million for dividends paid to shareholders during the quarter ended October 31,1994. Cash decreased $3.9 million during the six month period. Net cash provided by operations was $6.2 million. Cash aggregating $4.4 million was used in investing activities, primarily for the purchase of aircraft, and $5.7 million was used to reduce long- term debt and the payment of dividends. Certain covenants contained in the Company's financing agreement prohibit the Company from incurring debt above the amount available, $14.8 million and $13.5 million at October 31, 1994, under its present revolving credit and term loan facili ties, respectively. Other covenants included in the financing agreement restrict the amount of dividends, capital expenditures, and investments. The Company believes its cash flow from operations in conjunction with its credit capacity is sufficient to meet its planned requirements for the forthcoming fiscal year. RESULTS AT A GLANCE (Unaudited) The following table provides a summary of critical operating and financial statistics (thousands of dollars, except per share amounts, financial ratios, flight hours and general statistics): OPERATIONS Six Months Ended October 31, 1994 1993 Operating revenues $ 88,398 $ 95,276 Expenses 85,079 92,847 Net earnings 2,616 1,724 Net earnings per share .48 .31 Annualized return on shareholders' equity 6.8% 4.7% Total flight hours 104,893 112,964 FINANCIAL SUMMARY October 31,1994 April 30,1994 Net working capital $ 26,403 $ 30,572 Net book value of property and equipment 86,863 85,639 Long-term debt 26,694 31,849 GENERAL STATISTICS October 31,1994 April 30, 1994 Helicopters 251 266 Employees 1,650 1,697 Part II - OTHER INFORMATION Item 2. CHANGES IN SECURITIES Pursuant to the reincorporation merger described more fully under item 6(B), below, on October 26, 1994, the Company changed its state of incorporation from Delaware to Louisiana by merging with a Louisiana corporation organized for this purpose. Pursu ant to the merger, each share of voting common stock, $.08 1/3 par value per share, of the Company outstanding prior to the merger was converted into one share of voting common stock, $.10 par value per share, and each share of non-voting common stock, $.08 1/3 par value per share, of the Company outstanding prior to the merger was converted into one share of the non-voting common stock, $.10 par value per share. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The annual meeting of the stockholders of the Company was held on September 28, 1994, at which time the following matters were submitted to a vote of stockholders: (a) The election of the following to the Board of Directors: Nominees For Withheld Carroll W. Suggs 2,912,612 269 Leonard M. Horner 2,921,877 4 Robert E. Perdue 2,921,877 4 Robert G. Lambert 2,921,872 4 (b) A proposal to change the state of incorporation of the Company from Delaware to Louisiana was approved by the following vote: 2,364,728 for, 362,419 against, and 73,557 abstained. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 2.1 Agreement of Merger dated as of August 25, 1994 between Petroleum Helicopters, Inc., a Delaware corporation, and Petroleum Helicopters, Inc., a Louisiana corporation. 3.1 (i) Articles of Incorporation of the Company. (ii) By-laws of the Company. 10.3 Amended and Restated Loan Agreement originally dated as of January 31, 1986 Amended and Restated in its entirety as of July 9, 1993 among Petroleum Helicopters, Inc., Whitney National Bank, First National Bank of Commerce, NationsBank of Texas, N.A. as agent (incorporated by reference to Exhibit No. 10.3 to PHI's Report on Form 10-K dated April 30, 1993). 10.8 Petroleum Helicopters, Inc. 1992 Non-Qualified Stock Option and Stock Appreciation Rights Plan adopted by PHI's Board effective May 1, 1992 and approved by the stockholders of PHI on September 30, 1992 (incorporated by reference to Exhibit No. 10.8 to PHI's Report on Form 10-K dated April 30, 1993). 10.9 Form of Stock Option Agreement for the Grant of Non-Quali fied Stock Options under the Petroleum Helicopters, Inc. 1992 Non- Qualified Stock Option and Stock Appreciation Rights Plan dated June 2, 1993 between PHI and certain of its key employees (incorpo rated by reference to Exhibit No. 10.9 to PHI's Report on Form 10-K dated April 30, 1993). 10.10 Employment Agreement between PHI and John H. Untereker dated June 15, 1992 (incorporated by reference to Exhibit No. 10.10 to PHI's Report on Form 10-K dated April 30, 1993). 10.11 Stock Option Agreement between PHI and John H. Untereker dated April 12, 1993, but effective as of July 20, 1992 (incorpo rated by reference to Exhibit No. 10.11 to PHI's Report on Form 10-K dated April 30, 1993). 27 Financial Data Schedule. (b) Reports on Form 8-K: On October 28, 1994, the Company filed a Form 8-K to report that on October 26, 1994 the Company consummated its reincorporation as a Louisiana corporation. The reincorporation was approved by the Company's stockholders at its 1994 annual meeting held on September 28, 1994 and is described in greater detail in its Proxy Statement dated August 25, 1994. To effect the reincorporation, Petroleum Helicopters, Inc. a Delaware corpora tion, was merged into Petroleum Helicopters, Inc. a Louisiana corporation organized for such purpose. The reincorporation merger did not change the name, business or management of the Company. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Petroleum Helicopters, Inc. December 2, 1994 By: Carroll W. Suggs /s/ Carroll W. Suggs Chairman of the Board & Chief Executive Officer December 2, 1994 By: John H. Untereker /s/ John H. Untereker Vice President and Chief Financial Officer EX-2 2 EXHIBIT 2 AGREEMENT OF MERGER AGREEMENT OF MERGER ("Agreement") dated as of August 25, 1994 by and between Petroleum Helicopters, Inc., a Delaware corporation ("PHI Delaware") and Petroleum Helicopters, Inc., a Louisiana corporation ("PHI Louisiana"). PHI Delaware and PHI Louisiana are hereinafter sometimes collectively referred to as the "Constituent Corporations." WHEREAS, PHI Delaware, as the sole shareholder of PHI Louisiana, desires to effect a merger of PHI Delaware with and into PHI Louisiana pursuant to the provisions of the General Corporation Law of the State of Delaware (the "DGCL") and the Louisiana Business Corporation Law (the "LBCL"); WHEREAS, the respective Boards of Directors of PHI Delaware and PHI Louisiana have determined that it is advisable and in the best interests of their respective corporations that PHI Delaware merge with and into PHI Louisiana upon the terms and subject to the conditions herein provided, and have, by resolutions duly adopted, approved this Agreement and authorized it to be executed by the undersigned officers and directed that it be submitted to a vote of the stockholders of PHI Delaware and the sole stockholder of PHI Louisiana; WHEREAS, the merger of the Constituent Corporations is intended to be a reorganization as defined in Section 368 of the Internal Revenue Code of 1986, as amended, and this Agreement constitutes a plan of reorganization. In consideration of the mutual agreements herein contained and for other good and valuable consideration, the parties agree that PHI Delaware shall be merged with and into PHI Louisiana and that the terms and conditions of the merger, the mode of carrying the merger into effect, the manner of converting the shares of the Constituent Corporations and certain other provisions relating thereto shall be as hereinafter set forth. ARTICLE 1. The Merger 1.1 Merger. (a) Subject to receipt of the approvals of this Agreement specified in Section 3.1 hereof, and in accordance with the DGCL and the LBCL, at the Effective Time (as defined in Section 1.4 hereof), PHI Delaware shall be merged with and into PHI Louisiana (the "Merger"), with PHI Louisiana to be the surviving corporation (the "Surviving Corporation"). (b) Upon consummation of the Merger, (i) the separate existence of PHI Delaware shall cease, and (ii) the Merger shall have the effects provided for herein and in Section 115 of the LBCL and Section 259 of the DGCL. 1.2 The Closing. The Closing of the Merger contemplated hereby will take place at the offices of PHI Delaware, 5728 Jefferson Highway, New Orleans, Louisiana, on a mutually agreeable date as soon as practicable following satisfaction of the conditions set forth in Section 3.1 hereof or, if no date has been agreed to, on any date specified by either party to the other upon ten days notice following satisfaction of such conditions. The date on which the Closing occurs is herein called the "Closing Date." At the Closing (a) PHI Delaware and PHI Louisiana shall each provide to the other such proof of the receipt of stockholder approval as the other party may reasonably request, (b) the appropriate officers of PHI Delaware and PHI Louisiana shall certify, execute and acknowledge this Agreement in the manner required by law and shall execute, deliver and acknowledge duplicate originals of the certificate of merger in the form attached as Appendix A hereto (the "Certificate of Merger") and (c) the parties shall take such further action as is required to consummate the transactions contemplated by this Agreement. 1.3 Filing of Certificate of Merger. Immediately following the execution, delivery and acknowledgment of duplicate originals of the Certificate of Merger, one duplicate original shall be delivered to the Secretary of State of Delaware for filing and recordation in the manner required by law, and, immediately thereafter, a second duplicate original shall be delivered to the Secretary of State of Louisiana for filing and recordation in the manner required by law. A certified copy of the Certificate of Merger shall be recorded in the office of the recorder of the county in the State of Delaware in which the registered office of PHI Delaware is located, and a duplicate original of the certificate of merger issued by the Secretary of State of Louisiana shall be filed for record in the Office of the Recorder of Mortgages of the parish in which PHI Louisiana has its registered office and in the Office of the Recorder of Conveyances of each parish in which PHI Delaware has immovable property. 1.4 The Effective Date and Time. The Merger shall be effective at the date and time specified in the Certificate of Merger. The date on which and the time at which the Merger shall become effective is herein referred to as the "Effective Date" and "Effective Time," respectively. 1.5 Additional Actions. If at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable to (a) vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of PHI Delaware acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise carry out the purposes of this Agreement, PHI Delaware and its proper officers and directors shall be deemed to have granted hereby to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and the possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the proper officers and directors of the Surviving Corporation are hereby fully authorized in the name of PHI Delaware or otherwise to take any and all such action. ARTICLE 2. Manner, Basis and Effect of Converting Shares 2.1 Conversion of Shares. At the Effective Time: (a) Each share of voting common stock, par value $.08- 1/3 per share, of PHI Delaware ("Delaware Voting Common Stock"), issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one fully paid and nonassessable share of voting common stock, par value $.10 per share, of PHI Louisiana ("Louisiana Voting Common Stock"); (b) Each share of non-voting common stock, par value $.08-1/3 per share, of PHI Delaware ("Delaware Non-Voting Common Stock" and, together with the Delaware Voting Common Stock, the "Delaware Stock"), issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one fully paid and nonassessable share of non-voting common stock, par value $.10 per share, of PHI Louisiana ("Louisiana Non-Voting Common Stock" and, together with the Louisiana Voting Common Stock, the "Louisiana Stock"); (c) Each share of Delaware Voting Common Stock held in the treasury of PHI Delaware immediately prior to the Effective Time shall by virtue of the Merger be converted into one fully paid and nonassessable share of Louisiana Voting Common Stock; (d) Each share of Delaware Non-Voting Common Stock held in the treasury of PHI Delaware immediately prior to the Effective Time shall by virtue of the Merger be converted into one fully paid and nonassessable share of Louisiana Non-Voting Common Stock; and (e) Each share of Louisiana Voting Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist. 2.2 Effect of Conversion. At and after the Effective Time, each stock certificate that immediately prior to the Effective Time represented outstanding shares of Delaware Stock ("Delaware Stock Certificates") shall be deemed for all purposes to evidence ownership of, and to represent, the number of shares of Louisiana Stock into which the share of Delaware Stock represented by such certificates immediately prior to the Effective Time shall have been converted pursuant to Section 2.1 hereof. The registered owner of any Delaware Stock Certificate outstanding immediately prior to the Effective Time, as such owner appears in the books and records of PHI Delaware or its transfer agent immediately prior to the Effective Time, shall, until such certificate is surrendered for transfer or exchange, have and be entitled to exercise any voting, dividend, distribution and all other rights with respect to the shares of Louisiana Stock into which the shares represented by any such certificate have been converted. ARTICLE 3. Approval; Amendment; Termination; Miscellaneous 3.1 Approval. This Agreement shall be submitted for approval to the stockholders of PHI Delaware at its 1994 annual meeting of stockholders and to PHI Delaware as the sole shareholder of PHI Louisiana. Consummation of the transactions contemplated by this Agreement shall be subject to, and controlled upon, the approval of the stockholders of both parties hereto. 3.2 Amendment. Subject to applicable law, this Agreement may be amended, modified or supplemented by written agreement of the Constituent Corporations at any time prior to the Effective Time, except that after shareholder approval contemplated by Section 3.1 hereof, there shall be no amendments that (a) alter or amend the amount or kind of shares to be received by stockholders in the Merger, (b) alter or amend any term of the Articles of Incorporation of PHI Louisiana, or (c) alter or amend any of the terms and conditions of this Agreement if such alteration or amendment would adversely affect the holders of any class of stock of either of the Constituent Corporations. 3.3 Abandonment. At any time prior to the Effective Time, this Agreement may be terminated and the Merger may be abandoned by the Board of Directors of either PHI Louisiana or PHI Delaware, or both, notwithstanding approval of this Agreement by the sole shareholder of PHI Louisiana or the stockholders of PHI Delaware, or both. 3.4 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute a single instrument. 3.5 Registered Agent in Louisiana. The name and address of the registered agent in Louisiana upon whom any process, notice or demand against PHI Delaware or the Surviving Corporation may be served is: Robert D. Cummiskey, Jr. Petroleum Helicopters, Inc. 5728 Jefferson Highway P.O. Box 23502 New Orleans, Louisiana 70183 3.6 Designated Agent in Delaware. The Surviving Corporation agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of PHI Delaware, as well as for enforcement of any obligation of the Surviving Corporation arising from the Merger, and the Surviving Corporation irrevocably appoints the Delaware Secretary of State as its agent to accept service of process in any suit or other proceedings; a copy of such process shall be mailed by the Delaware Secretary of State to: Robert D. Cummiskey, Jr. Petroleum Helicopters, Inc. 5728 Jefferson Highway P.O. Box 23502 New Orleans, Louisiana 70183 IN WITNESS WHEREOF, PHI Delaware and PHI Louisiana have caused this Agreement to be signed by their respective duly authorized officers as of the date first above written. PETROLEUM HELICOPTERS, INC., Attest: a Delaware Corporation By: /s/Robert D. Cummiskey, Jr. By: /s/ Carroll W. Suggs ____________________________ ___________________________ Robert D. Cummiskey, Jr. Carroll W. Suggs Secretary Chairman of the Board and Chief Executive Officer PETROLEUM HELICOPTERS, INC., Attest: a Louisiana Corporation By: /s/ Robert D. Cummiskey, Jr. By: /s/ Carroll W. Suggs _____________________________ ___________________________ Robert D. Cummiskey, Jr. Carroll W. Suggs Secretary Chairman of the Board, President and Chief Executive Officer CERTIFICATE OF SECRETARIES The undersigned Secretary of Petroleum Helicopters, Inc., a Delaware corporation, and the undersigned Secretary of Petroleum Helicopters, Inc., a Louisiana corporation, hereby certify with respect to the corporation of which they serve in such capacity that this Agreement of Merger has been approved by the stockholders of such corporations in the manner required by law. Dated: September 28, 1994 _______________________________________ Robert D. Cummiskey, Jr. Secretary, Petroleum Helicopters, Inc., a Delaware corporation _______________________________________ Robert D. Cummiskey, Jr. Secretary, Petroleum Helicopters, Inc., a Louisiana corporation CERTIFICATE OF OFFICERS Pursuant to Section 112 of the Louisiana Business Corporation Law, the undersigned corporations have caused this Agreement of Merger to be executed by their respective duly authorized officer. Dated: September 28,1994 PETROLEUM HELICOPTERS, INC., a Delaware corporation By: /s/ John H. Untereker __________________________________ John H. Untereker Vice President and Chief Financial Officer PETROLEUM HELICOPTERS, INC., a Louisiana corporation By: /s/ Carroll W. Suggs _________________________________ Carroll W. Suggs Chairman of the Board, President and Chief Executive Officer ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF JEFFERSON BEFORE ME, the undersigned, personally came and appeared John H. Untereker, the Vice President and Chief Financial Officer of Petroleum Helicopters, Inc., a Delaware corporation, and Carroll W. Suggs, the Chairman of the Board, President and Chief Executive Officer of Petroleum Helicopters, Inc., a Louisiana corporation, known to me to be the persons and officers whose names are subscribed to the foregoing instrument, and being duly sworn, declared and acknowledged before me and the undersigned competent witnesses that they were each authorized to and executed the foregoing Agreement of Merger in such capacities on behalf of each such corporation for the purposes therein expressed and as their free act and deed. IN WITNESS WHEREOF, the witnesses and I have hereunto affixed our hands on this 28th day of September, 1994. WITNESSES: __________________________ ___________________________ NOTARY PUBLIC __________________________ CERTIFICATE OF OWNERSHIP AND MERGER of PETROLEUM HELICOPTERS, INC. (a Delaware corporation) with and into PETROLEUM HELICOPTERS, INC. (a Louisiana corporation) (filed pursuant to Section 253(a) of the General Corporation Law of the State of Delaware and pursuant to Section 112G(1)(a) of the Louisiana Business Corporation Law) In order to effect the merger of Petroleum Helicopters, Inc., a Delaware corporation ("PHI Delaware"), with and into Petroleum Helicopters, Inc., a corporation organized under the laws of the State of Louisiana on the 23rd day of August, 1994 ("PHI Louisiana"), PHI Delaware certifies pursuant to Section 253(a) of the General Corporation Law of the State of Delaware and the undersigned Vice President and Secretary of PHI Delaware certify pursuant to Section 112G(1)(a) of the Louisiana Business Corporation Law that: First: PHI Delaware was incorporated in accordance with the laws of the State of Delaware in 1949; Second: PHI Delaware owns all of the outstanding shares of each class of capital stock of PHI Louisiana; Third: On July 26, 1994, PHI Delaware's Board of Directors duly adopted the following resolutions: RESOLVED, that the Agreement of Merger (the "Merger Agreement") by and between PHI and the Petroleum Helicopters, Inc., a Louisiana corporation and a wholly owned subsidiary of PHI (the "Louisiana Corporation"), is hereby approved in the form presented to the Board and PHI's Chairman and Chief Executive Officer is hereby authorized to execute and deliver the Merger Agreement on behalf of PHI in such form with those changes as she, in her sole discretion, shall deem necessary or appropriate; FURTHER RESOLVED, that upon approval of the Merger Agreement by PHI's stockholders at PHI's next annual meeting of stockholders, PHI's Secretary is hereby authorized and directed to certify such fact on the Merger Agreement; FURTHER RESOLVED, that upon satisfaction of the conditions set forth in the Merger Agreement, PHI's Chairman and Chief Executive Officer and PHI's Vice President and Chief Financial Officer and all other appropriate officers of PHI are hereby authorized to execute, acknowledge, certify and file on behalf of PHI any certificates of merger required by law, including, without limitation, the Certificate of Ownership and Merger attached as Appendix A to the Merger Agreement; FURTHER RESOLVED, that each of PHI's Chairman and Chief Executive Officer and PHI's Vice President and Chief Financial Officer is hereby authorized to execute and deliver on behalf of PHI a consent by which PHI, acting in its capacity as the sole stockholder of the Louisiana Corporation, approves the Merger Agreement; and FURTHER RESOLVED, that the appropriate officers of PHI are hereby authorized to take all other actions, to pay all expenses and costs and to execute and deliver, or cause to be executed and delivered, in the name of and on behalf of PHI all further agreements, certificates, instruments and documents, that they, in their sole discretion, deem to be necessary or advisable in order to consummate the transactions contemplated by the Merger Agreement, including, without limitation, filing any notices or applications required under the "blue sky" laws of any jurisdiction and filing any letters of notification with the National Association of Securities Dealers, Inc. as may be required or requested; Fourth: The Merger Agreement, as approved by PHI Delaware's Board of Directors on July 26, 1994, includes the following provisions for the pro rata issuance of stock of PHI Louisiana to the holders of stock of PHI Delaware: (1) Each share of voting common stock, par value $.08-1/3 per share, of PHI Delaware, issued and outstanding immediately prior to the time at which the Merger (as defined below) shall be effective (the "Effective Time"), shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one fully paid and nonassessable share of voting common stock, par value $.10 per share, of PHI Louisiana; (2) Each share of non-voting common stock, par value $.08-1/3 per share, of PHI Delaware, issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one fully paid and nonassessable share of non-voting common stock, par value $.10 per share, of PHI Louisiana; (3) Each share of voting common stock, par value $.08-1/3 per share, of PHI Delaware, held in the treasury of PHI Delaware immediately prior to the Effective Time shall by virtue of the Merger be converted into one fully paid and nonassessable share of voting common stock, par value $.10 per share, of PHI Louisiana; (4) Each share of non-voting common stock, par value $.08-1/3 per share, of PHI Delaware, held in the treasury of PHI Delaware immediately prior to the Effective Time shall by virtue of the Merger be converted into one fully paid and nonassessable share of non-voting common stock, par value $.10 per share, of PHI Louisiana; and (5) Each share of voting common stock of PHI Louisiana, issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist; Fifth: On September 28, 1994, the stockholders of PHI Delaware approved the merger of PHI Delaware with and into PHI Louisiana (the "Merger") in accordance with the requirements of Section 112 of the Louisiana Business Corporation Law and Section 253 of the General Corporation Law of the State of Delaware; Sixth: This certificate has been or will be filed with the Secretaries of State of the States of Delaware and Louisiana, and the Merger shall be effective under the laws of each respective state as of 11:00 a.m. C.D.S.T. on October 26, 1994, provided that this certificate has been filed with and recorded by the Secretary of State of the other respective state at or prior to such time; and Seventh: Under Section 3.6 of the Agreement of Merger dated as of August 25, 1994 by and between PHI Delaware and PHI Louisiana, PHI Louisiana has agreed that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of PHI Delaware, as well as for enforcement of any obligation of PHI Louisiana, and irrevocably appointed the Secretary of State of Delaware as its agent to accept service of process in any such suit or other proceeding and has specified the address to which a copy of such process shall be mailed by the Secretary of State of Delaware as follows: Robert D. Cummiskey, Jr., Petroleum Helicopters, Inc., 5728 Jefferson Highway, New Orleans, Louisiana 70123. ********** IN WITNESS WHEREOF, this Certificate of Ownership and Merger has been executed on this ___ day of September, 1994 by PHI Delaware, acting through its Chairman of the Board and Chief Executive Officer and by PHI Delaware's Vice President and Chief Financial Officer and PHI Delaware's Secretary. PETROLEUM HELICOPTERS, INC., Attest: a Delaware Corporation By: ______________________ By: _______________________________ Robert D. Cummiskey, Jr. Carroll W. Suggs Secretary Chairman of the Board and Chief Executive Officer _______________________________ John H. Untereker Vice President and Chief Financial Officer _______________________________ Robert D. Cummiskey, Jr. Secretary Signature page to Certificate of Ownership and Merger of Petroleum Helicopters, Inc., a Delaware corporation with and into Petroleum Helicopters, Inc., a Louisiana corporation ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF JEFFERSON BEFORE ME, the undersigned, personally came and appeared Carroll W. Suggs, the Chairman of the Board and Chief Executive Officer, of Petroleum Helicopters, Inc., a Delaware corporation ("PHI Delaware"), John H. Untereker, PHI Delaware's Vice President and Chief Financial Officer and Robert D. Cummiskey, Jr., PHI Delaware's Secretary, known to me to be the persons and officers whose names are subscribed to the foregoing instrument, and being duly sworn, declared and acknowledged before me and the undersigned competent witnesses that they were each authorized to and executed the foregoing Certificate of Ownership and Merger in such capacities on behalf of PHI Delaware for the purposes therein expressed and as their free act and deed. IN WITNESS WHEREOF, the witnesses and I have hereunto affixed our hands on this ___ day of September, 1994. WITNESSES: _________________________ _______________________________ NOTARY PUBLIC _________________________ EX-3 3 EXHIBIT 3 (i) ARTICLES OF INCORPORATION of PETROLEUM HELICOPTERS, INC. ARTICLE I Name The name of the corporation is Petroleum Helicopters, Inc. (the "Corporation"). ARTICLE II Purpose The Corporation's purpose is to engage in any lawful activity for which corporations may be formed under the Business Corporation Law of Louisiana. ARTICLE III Capital A. The Corporation is authorized to issue 12,500,000 shares of voting common stock, par value $.10 per share (the "Voting Common Stock"), 12,500,000 shares of non-voting common stock, par value $.10 per share (the "Non-Voting Common Stock"), and 10,000,000 shares of preferred stock, no par value per share (the "Preferred Stock"). B. Each share of Voting Common Stock shall entitle the holder thereof to one vote with respect to such share of Voting Common Stock on each matter properly submitted to the Corporation's shareholders for their vote, consent, waiver, release or other action. Unless otherwise required by law, holders of the Non-Voting Common Stock shall not be entitled to any voting rights. Except with respect to voting rights, each share of Voting Common Stock and Non-Voting Common Stock shall be identical in all other respects. C. Shares of Preferred Stock may be issued from time to time in one or more series. Authority is hereby vested in the Corporation's board of directors (the "Board"), subject to Article IV, to amend these articles of incorporation from time to time to fix the preferences, limitations and relative rights as among the shares of Preferred Stock, Voting Common Stock and Non- Voting Common Stock, and to establish and fix variations in the preferences, limitations and relative rights as between different series of Preferred Stock. ARTICLE IV Voting of Shareholders A. The affirmative vote of the holders of a majority of the total voting power of the Corporation shall decide any matter properly brought before a shareholders' meeting duly organized for the transaction of business unless by express provision of law or these Articles of Incorporation a different vote is required, in which case such express provision shall govern. Directors shall be elected by plurality vote. B. (1) For purposes of this paragraph B, the following terms shall have the meanings specified below: "Beneficial Ownership," "Beneficially Owned," or "Beneficially Own" refers to beneficial ownership as defined in Rule 13d-3 (without regard to the 60-day provision in paragraph (d)(1)(i) thereof) promulgated by the Securities and Exchange Commission as such rule may be amended from time to time. "FAA" means the Federal Aviation Administration. "Non-Citizen Owned Shares" means any issued and outstanding Voting Securities that are owned of record, Beneficially Owned, or otherwise controlled by any Person or Persons who are not United States Citizens. "Permitted Percentage" means one percent less than the percentage of the voting interest in the Corporation that may be owned or controlled by Persons who are not United States Citizens without loss, under Section 1301(16) of Title 49 of the United States Code or any successor or other applicable law or regulation, of the United States Citizen status of the Corporation or any Subsidiary. "Person" means any individual, corporation, partnership, trust or other entity of any nature whatsoever. "Subsidiary" means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the Corporation. "United States Citizen" means any Person who is a Citizen of the United States as defined in Section 1301(16) of Title 49 of the United States Code, as in effect on the date in question, or any successor statute or regulation. "Voting Securities" means the Voting Common Stock, any other voting stock of the Corporation, and any bonds, debentures or similar obligations granted voting rights by the Corporation. (2) The Corporation holds an operating certificate issued by the FAA pursuant to the regulations promulgated under the Federal Aviation Act of 1958, as amended, and the Board and shareholders deem the retention of the Corporation's rights under such certificate to be of material importance to the Corporation. As long as the Corporation holds, or the Board deems it desirable for the Corporation to hold, its current operating certificate or any other certificate issued by the FAA pursuant to the Federal Aviation Act of 1958, as amended, and the regulations promulgated thereunder or any successor statute or regulation, it shall be the Corporation's policy that the number of Non-Citizen Owned Shares shall not exceed the Permitted Percentage. (3) If at any time the voting interest of Non- Citizen Owned Shares exceeds the Permitted Percentage, then (i) the voting power otherwise attributable to each Non-Citizen Owned Share shall be immediately and automatically reduced on a pro rata basis (based on the proportion of the voting power otherwise attributable to such Non-Citizen Owned Share to the total voting power attributable to all Non-Citizen Owned Shares) without any further action by the Corporation so that the maximum number of votes that may be cast by the holders of all Non-Citizen Owned Shares shall equal the Permitted Percentage and (ii) the total voting power of any affected class or series of Voting Securities shall also be immediately and automatically reduced without any further action by the Corporation by the total number of votes by which the voting power of Non- Citizen Owned Shares of such class or series was reduced pursuant to clause (i) of this subparagraph (3). (4) In determining the citizenship of any Person who Beneficially Owns Voting Securities, the Corporation may rely on the Corporation's stock transfer records and the citizenship provided by any Person shown as the Record Owner and any Person who the Corporation has reasonable cause to believe Beneficially Owns such voting securities. The Board may establish procedures to monitor the Beneficially Ownership and control of Voting Securities, to make any reasonable determination regarding the Beneficial Ownership and control of Voting Securities, and to take any actions deemed necessary or desirable to ensure that the voting interest of Non-Citizen Owned Shares does not exceed the Permitted Percentage. The Board may, but unless expressly provided otherwise is not required to, rely on any statutes, regulations, policies, procedures, rulings, or determinations of the FAA, or any successor governmental authority, in deciding the extent to which Voting Securities are Beneficially Owned or controlled by United States Citizens. (5) The Corporation may by notice in writing (which may be included in a proxy or ballot distributed to the Corporation's shareholders) require any Person that is a holder of record of Voting Securities or that the Corporation has reasonable cause to believe Beneficially Owns or controls Voting Securities to certify in such manner as the Corporation shall deem appropriate (including execution of a proxy or ballot) that, to the knowledge of such Person: (a) all Voting Securities owned of record, Beneficially Owned, or controlled by such Person are owned and controlled only by United States Citizens; or (b) the number and class or series of Non-Citizen Owned Shares owned of record, Beneficially Owned, or controlled by such Person are as set forth in such certificate. The Corporation may require any Person certifying as to the ownership or control of Voting Securities in response to clause (a) of this subparagraph (5) to provide such further information as the Corporation may reasonably request in order to implement the provisions of this paragraph B. If any Person fails to provide such certificate or other information, the Corporation may presume that all such Voting Securities are Non- Citizen Owned Shares. C. Special meetings of the shareholders may be called at any time by the Board or the officers of the Corporation as provided in the Corporation's by-laws or upon the written request of any shareholder or group of shareholders holding in the aggregate at least 40% of the total voting power of the Corporation. Upon receipt of such a shareholder request, the Secretary shall call a special meeting of shareholders to be held at the registered office of the Corporation at such time as the Secretary may fix, not less than 15 nor more than 60 days after the receipt of such request, and if the Secretary shall neglect or refuse to fix such time or to give notice of the meeting, the shareholder or shareholders making the request may do so. Such request must state the specific purpose or purposes of the proposed special meeting and the business to be conducted thereat shall be limited to such purpose or purposes. ARTICLE V Directors A. The Board shall consist of such number of persons as shall be designated in the Corporation's by-laws. No decrease in the number of directors shall shorten the term of any incumbent director. B. Any director absent from a meeting of the Board or any committee thereof may be represented by any other director, who may cast the vote of the absent director according to the written instructions, general or special, of the absent director. ARTICLE VI Limitation of Liability and Indemnification A. To the fullest extent permitted by the Business Corporation Law of Louisiana, no director or officer of the Corporation shall be liable to the Corporation or to its shareholders for monetary damages for breach of his fiduciary duty as a director or officer. B. The Board may (1) cause the Corporation to enter into contracts with directors and officers providing for the limitation of liability set forth in this Article VI and for indemnification of directors and officers to the fullest extent permitted by law, (2) adopt by-laws or resolutions providing for indemnification of directors, officers and other persons to the fullest extent permitted by law and (3) cause the Corporation to exercise the powers set forth in La.R.S. 12:83F, notwithstanding that some or all of the members of the Board acting with respect to the foregoing may be parties to such contracts or beneficiaries of such by-laws or resolutions. C. No amendment or repeal of any by-law or resolution relating to indemnification shall adversely affect any person's entitlement to indemnification whose claim thereto results from conduct occurring prior to the date of such amendment or repeal. D. Any amendment or repeal of this Article VI shall not adversely affect any elimination or limitation of liability of a director or officer of the Corporation under this Article VI with respect to any action or inaction occurring prior to the time of such amendment or repeal. ARTICLE VII Reversion Cash, property or share dividends, shares issuable to share- holders in connection with a reclassification of stock, and the redemption price of redeemed shares, which are not claimed by the shareholders entitled thereto within one year after the dividend or redemption price became payable or the shares became issuable, despite reasonable efforts by the Corporation to pay the dividend or redemption price or deliver the certificates for the shares to such shareholders within such time, shall, at the expiration of such time, revert in full ownership to the Corporation, and the Corporation's obligation to pay such dividend or redemption price or issue such shares, as the case may be, shall thereupon cease; provided that the Board may, at any time, for any reason satisfactory to it, but need not, authorize (A) payment of the amount of any cash or property dividend or redemption price or (B) issuance of any shares, ownership of which has reverted to the Corporation pursuant to this Article VII, to the persons or entity who or which would be entitled thereto had such reversion not occurred. ARTICLE VIII Incorporator The name and post office address of the incorporator is: Robert D. Cummiskey, Jr. Petroleum Helicopters, Inc. 5728 Jefferson Highway New Orleans, Louisiana 70123 Dated: August 23, 1994 WITNESSES: ______________________________ ______________________________ Robert D. Cummiskey, Jr. Incorporator ______________________________ ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF ORLEANS BEFORE ME, the undersigned, personally came and appeared Robert D. Cummiskey to me known to be the person who signed the foregoing instrument as Incorporator, and who, having been duly sworn, acknowledged and declared, in the presence of the two witnesses whose names are subscribed above, that he signed such instrument as his free act and deed for the purposes mentioned therein. IN WITNESS WHEREOF, the appearer, witnesses and I have hereunto fixed our hands on this 23rd day of August, 1994 at New Orleans, Louisiana. WITNESSES: ______________________________ ______________________________ Robert D. Cummiskey, Jr. Incorporator ______________________________ ________________________________________ Notary Public EX-3 4 EXHIBIT 3 (ii) Adopted 8/25/94 Amended 9/28/94 BY-LAWS of PETROLEUM HELICOPTERS, INC. SECTION I OFFICES 1.1 Principal Office. The principal office of the Corporation shall be located at 5728 Jefferson Highway, Harahan, Louisiana 70123. 1.2 Additional offices. The Corporation may have such offices at such other places as the Corporation's Board of Directors (the "Board") may from time to time determine or the business of the Corporation may require. SECTION 2 SHAREHOLDERS MEETINGS 2.1 Place of Meetings. Unless otherwise required by law or these By-laws, all meetings of the shareholders shall be held at the principal office of the Corporation or at such other place, within or without the State of Louisiana, as may be designated by the Board. 2.2 Annual Meetings; Notice Thereof. An annual meeting of the shareholders shall be held on the second Thursday of September in each year, at 10:00 a.m., or at such other date or at such other time specified as the Board shall designate, for the purpose of electing directors and for the transaction of such other business as may be properly brought before the meeting. If no annual shareholders' meeting is held for a period of eighteen months, any shareholder may call such meeting to be held at the registered office of the Corporation as shown on the records of the Secretary of State of Louisiana. 2.3 Special Meetings. Special meetings of the share- holders, for any purpose or purposes, may be called by the Chairman of the Board, Chief Executive Officer and President (the "Chairman, CEO and President") or the Board or by the shareholders as provided in the Articles of Incorporation. 2.4 Notice of Meetings. Except as otherwise provided by law, the authorized person or persons calling a shareholders' meeting shall cause written notice of the time, place and purpose of the meeting to be given to all shareholders entitled to vote at such meeting, at least ten days and not more than sixty days prior to the day fixed for the meeting. Notice of the annual meeting need not state the purpose or purposes thereof, unless action is to be taken at the meeting as to which notice is required by law or the By-laws. Notice of a special meeting shall state the purpose or purposes thereof, and the business conducted at any special meeting shall be limited to the purpose or purposes stated in the notice. 2.5 List of Shareholders. At every meeting of shareholders, a list of shareholders entitled to vote, arranged alphabetically and certified by the Corporation's Secretary or by the agent of the Corporation having charge of transfers of shares, showing the number and class of shares held by each such shareholder on the record date for the meeting, shall be produced on the request of any shareholder. 2.6 Quorum. At all meetings of shareholders, the holders of a majority of the total voting power of the Corporation shall constitute a quorum; provided that this subsection shall not have the effect of reducing the vote required to approve or affirm any matter that may be established by law, the Articles of Incorporation or these By-laws. 2.7 Voting. When a quorum is present at any meeting, the vote of the holders of a majority of the voting power present in person or represented by proxy shall decide each question brought before such meeting, unless the question is one upon which, by express provision of law or the Articles of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. Directors shall be elected by plurality vote. 2.8 Proxies-General. At any meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing executed by such shareholder and bearing a date not more than eleven months prior to the meeting, unless the instrument provides for a longer period, but in no case will an outstanding proxy be valid for longer than three years from the date of its execution. The person appointed as proxy need not be a shareholder of the Corporation. 2.9 Execution of Proxies. Any proxy must be executed by a shareholder or the shareholder's authorized officer, director, employee or agent. Any signature on a proxy may be affixed by any reasonable means, including but not limited to facsimile signature. 2.10 Electronically Transmitted Proxies. A shareholder may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or similar agent duly authorized by the person who will be the holder of the proxy to receive such transmission; provided, however, that any such telegram, cablegram or other means of electronic transmission shall be submitted with information from which the Corporation may determine that the telegram, cablegram or other electronic transmission was authorized by the shareholder. If it is determined that such electronic transmissions are valid, the inspectors or other persons making that determination shall specify the information upon which they relied. 2.11 Validity of Copies and other Reproductions of Proxies. Any copy, facsimile, telecommunication or other reliable reproduction of the writing or transmission created pursuant hereto may be substituted or used in lieu of the original writing or transmission for all purposes for which the original writing or transmission could be used; provided, however, that such copy, facsimile telecommunication or other reliable reproduction shall be a complete reproduction of the entire original writing or transmission. 2.12 Voting Power Present or Represented. For purposes of determining the amount of voting power present or represented at any annual or special meeting of shareholders with respect to voting on a particular proposal, shares as to which the proxy holders have been instructed to abstain from voting on the proposal, and shares that have been precluded from voting (whether by law, regulations of the Securities and Exchange Commission, rules or by-laws of any self-regulatory organization or otherwise), will not be treated as present. 2.13 Adjournments. Adjournments of any annual or special meeting of shareholders may be taken without new notice being given unless a new record date is fixed for the adjourned meeting, but any meeting at which directors are to be elected shall be adjourned only from day to day until such directors shall have been elected. 2.14 Withdrawal. If a quorum is present or represented at a duly organized meeting, such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum as fixed in Section 2.6 of these By-laws, or the refusal of any shareholders present to vote. 2.15 Lack of Quorum. If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting to such time and place as they may determine, subject, however, to the provisions of Section 2.15 hereof. In the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum as fixed in Section 2.6 hereof, shall nevertheless constitute a quorum for the purpose of electing directors. 2.16 Presiding officer. The Chairman, CEO and President or in his or her absence, a chairman designated by the Board, shall preside at all shareholders' meetings. 2.17 Definitions of Shareholder, Voting Power and Voting Power Present. As used in these By-laws, and unless the context otherwise requires, (a) the term "shareholder" shall mean a person who is (i) the record holder of shares of the Corporation's voting stock or (ii) a registered holder of any bonds, debentures or similar obligations granted voting rights by the Corporation pursuant to La. R.S. 12:75, (b) the term "voting power" shall mean the right vested by law, these By-laws or the Articles of Incorporation in the shareholders to vote in the determination of a particular question or matter and (c) the term "total voting power" shall mean the total number of votes that the shareholders are entitled to cast in the determination of a particular question or matter. SECTION 3 DIRECTORS 3.1 Powers; Number. All of the corporate powers shall be vested in, and the business and affairs of the Corporation shall be managed by, the Board, which shall consist of four natural persons; provided that, if after proxy materials for any meeting of shareholders at which directors are to be elected are mailed to shareholders any person or persons named therein to be nominated at the direction of the Board becomes unable or unwilling to serve, the foregoing number of authorized directors shall be automatically reduced by a number equal to the number of such persons unless the Board, by a majority vote of the entire Board, selects an additional nominee; provided that in no event shall the number of directors so authorized, nominated and elected be less than the number required by law. No amendment to this Section to decrease the number of directors shall shorten the term of any incumbent director. No director need be a shareholder. 3.2 Powers. The Board may exercise all such powers of the Corporation and do all such lawful acts and things that are not by law, the Articles of Incorporation or these By-laws directed or required to be done by the shareholders. 3.3 General Election. At each annual meeting of share- holders, directors shall be elected to succeed those directors whose terms then expire. Such newly elected directors shall serve until the next succeeding annual meeting of shareholders after their election and until their successors are elected and qualified. A director elected to fill a vacancy shall hold office for a term expiring at the next annual meeting and until his successor is elected and qualified. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director. 3.4 Vacancies. Except as otherwise provided in the Articles of Incorporation or these By-laws (a) the office of a director shall become vacant if he dies, resigns or is removed from office and (b) the Board may declare vacant the office of a director if he (i) is interdicted or adjudicated an incompetent, (ii) is adjudicated a bankrupt, (iii) in the sole opinion of the Board becomes incapacitated by illness or other infirmity so that he is unable to perform his duties for a period of six months or longer, or (iv) ceases at any time to have the qualifications required by law, the Articles of Incorporation or these By-laws. 3.5 Filling Vacancies. In the event of a vacancy (includ- ing any vacancy resulting from an increase in the authorized number of directors, or from failure of the shareholders to elect the full number of authorized directors), the remaining directors, even though not constituting a quorum, may fill any vacancy on the Board for the unexpired term by a majority vote of the directors remaining in office, provided that the shareholders shall have the right, at any special meeting called for the purpose prior to such action by the Board, to fill the vacancy. 3.6 Notice of Shareholder Nominees. Only persons who are nominated in accordance with the procedures set forth in this Section 3.6 shall be eligible for election as directors. Nomina- tions of persons for election to the Board may be made at a meeting of shareholders by or at the direction of the Board or by a shareholder entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 3.6. Such nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Corporation's Secretary. To be timely, a shareholder's notice must be delivered or mailed and received at the principal executive offices of the Corporation not less than 45 days nor more than 90 days prior to the meeting; provided, however, that if less than 55 days notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be received no later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder's notice shall set forth the following: (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the capital stock of the Corporation of which such person is the beneficial owner and the number of votes such person is entitled to cast at the shareholders' meeting and (iv) any other information relating to such person that would be required to be disclosed in solicitations of proxies for election of directors, or would be otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (b) as to the shareholder giving the notice (i) the name and address of such shareholder and (b) the class and number of shares of the capital stock of the Corporation of which such shareholder is the beneficial owner and the number of votes such person is entitled to cast at the shareholders' meeting. If requested in writing by the Corporation's Secretary at least 15 days in advance of the meeting, such shareholder shall disclose to the Secretary, within 10 days of such request, whether such person is the sole beneficial owner of the shares held of record by him; and, if not, the name and address of each other person known by the shareholder of record to claim a beneficial interest in such shares. At the request of the Board, any person nominated by or at the direction of the Board for election as a director shall furnish to the Corporation's Secretary that information required to be set forth in a shareholder's notice of nomination that pertains to the nominee. If a shareholder seeks to nominate one or more persons as directors, the Secretary shall appoint two inspectors (the "Inspectors"), who shall not be affiliated with the Corporation, to determine whether a shareholder has complied with this Section 3.6. If the Inspectors shall determine that a shareholder has not complied with this Section 3.6, the Inspectors shall direct the chairman of the meeting to declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the Articles of Incorporation or these By-laws; and the chairman shall so declare to the meeting and the defective nomination shall be disregarded. 3.7 Compensation of Directors. Directors as such, shall receive such compensation for their services as may be fixed by resolution of the Board and shall receive their actual expenses of attendance, if any, for each regular or special meeting of the Board; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. SECTION 4 MEETINGS OF THE BOARD 4.1 Place of Meetings. The meetings of the Board may be held at such place within or without the State of Louisiana as a majority of the directors may from time to time appoint. 4.2 Initial Meetings. The first meeting of each newly elected Board shall be held immediately following the share- holders' meeting at which the Board is elected and at the same place as such meeting, and no notice of such first meeting shall be necessary for the newly elected directors in order legally to constitute the meeting. 4.3 Regular Meetings; Notice. Regular meetings of the Board may be held at such times as the Board may from time to time determine. No notice of regular meetings of the Board shall be required provided that the date, time and place of regular meetings are fixed by the Board. 4.4 Special Meetings; Notice. Special meetings of the Board may be called by the Chairman, CEO and President on reasonable notice given to each director, either personally or by telephone, mail or by telegram. Special meetings shall be called by the Chairman, CEO and President, or the Secretary in like manner and on like notice on the written request of a majority of the directors and if such officers fail or refuse, or are unable within 24 hours to call a meeting when requested, then the directors making the request may call the meeting on two days' written notice given to each director. The notice of a special meeting of directors need not state its purpose or purposes, but if the notice states a purpose or purposes and does not state a further purpose to consider such other business as may properly come before the meeting, the business to be conducted at the special meeting shall be limited to the purposes stated in the notice. 4.5 Waiver of Notice. Directors present at any regular or special meeting shall be deemed to have received due, or to have waived, notice thereof, provided that a director who participates in a meeting by telephone (as permitted by Section 4.9) shall not be deemed to have received or waived due notice if, at the beginning of the meeting, he objects to the transaction of any business because the meeting is not lawfully called. 4.6 Quorum. A majority of the Board shall be necessary to constitute a quorum for the transaction of business, and except as otherwise provided by law or the Articles of Incorporation or these By-laws, the acts of a majority of the entire Board at a meeting at which a quorum is present shall be the acts of the Board. If a quorum is not present at any meeting of the Board, the directors present may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum is present. 4.7 Withdrawal. If a quorum is present when the meeting convened, the directors present may continue to do business, taking action by vote of a majority of a quorum as fixed in Section 4.6, until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum as fixed in Section 4.6 or the refusal of any director present to vote. 4.8 Action by Consent. Any action that may be taken at a meeting of the Board or any committee thereof, may be taken by a consent in writing signed by all of the directors or by all members of the committee, as the case may be, and filed with the records of proceedings of the Board or such committee. 4.9 Meetings by Telephone or Similar Communication. Members of the Board may participate at and be present at any meeting of the Board or any committee thereof by means of conference telephone or similar communications equipment if all persons participating in such meeting can hear and communicate with each other. Participation in a meeting pursuant to this Section 4.9 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. SECTION 5 COMMITTEES OF THE BOARD 5.1 General. The Board may designate one or more committees, each committee to consist of two or more of the directors (and one or more directors may be named as alternate members to replace any absent or disqualified regular members), which, to the extent provided by resolution of the Board or the By-laws, shall have and may exercise the powers of the Board in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to documents, but no such committee shall have power or authority in reference to amending the Articles of Incorporation, adopting an agreement of merger or consolidation, recommending to the shareholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of dissolution, removing or indemnifying directors or amending the By-laws; and unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or authorize the issuance of stock. Such committee or committees shall have such name or names as may be stated in the By-laws, or as may be determined, from time to time, by the Board. Any vacancy occurring in any such committee shall be filled by the Board, but the Chairman of the Board, Chief Executive Officer and President may designate another director to serve on the committee pending action by the Board. Each such member of a committee shall hold office during the term of the Board constituting it, unless otherwise ordered by the Board. 5.2 Compensation Committee. The Board shall establish a Compensation Committee consisting of two directors each of whom shall (i) be a "disinterested person" as defined under Article 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and (ii) not serve, and shall not have served in the past, as an officer or employee of the Corporation or any of its affiliates. The Compensation Committee shall determine the compensation to be paid to officers and employees of the Corporation. In the event of a disagreement between two members of the Compensation Committee, which cannot in good faith be resolved, the disagreement will be resolved by the affirmative vote of a majority of the entire Board. 5.3 Audit Committee. The Board shall establish an Audit Committee consisting of at least two directors who are not officers or employees of the Corporation or any of its affiliates. The Audit Committee shall serve as a focal point for communication between noncommittee directors, the independent accountants and management. The Audit Committee shall make recommendations to the Board concerning the selection and retention of the Corporation's independent auditors, review the results of audits of the Corporation by its independent auditors, discuss audit representations with management, and report the results of its review to the Board. 5.4 Procedures for Committees. Each committee shall keep written minutes of its meetings and all actions taken by a committee shall be reported to the Board at its next meeting, whether regular or special. Failure to keep written minutes or to make such reports shall not affect the validity of action taken by a committee. Each committee shall adopt such rules (not inconsistent with the Articles of Incorporation, these By-laws or any regulations specified for such committee by the Board) as it shall deem necessary for the proper conduct of its functions and the performance of its responsibilities. SECTION 6 REMOVAL OF BOARD MEMBER Any director or the entire Board may be removed at any time by the affirmative vote of not less than a majority of the voting power present at a meeting of shareholders duly called for that purpose. The shareholders at such meeting may proceed to elect a successor or successors for the unexpired term of the director or directors removed. Except as provided in this Section 6, directors shall not be subject to removal. SECTION 7 NOTICES 7.1 Form of Delivery. Whenever under the provisions of law the Articles of Incorporation or these By-laws notice is required to be given to any shareholder or director, it shall not be construed to mean personal notice unless otherwise specifically provided in the Articles of Incorporation or these By-laws, but such notice may be given by mail, addressed to such shareholder or director at his address as it appears on the records of the Corporation, with postage thereon prepaid. Such notices shall be deemed to have been given at the time they are deposited in the United States mail. Notice to a director pursuant to Section 4.4 hereof may also be given personally or by telephone or telegram sent to his or her address as it appears on the Corporation's records. 7.2 Waiver. Whenever any notice is required to be given by law, the Articles of Incorporation or these By-laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. In addition, notice shall be deemed to have been given to, or waived by, any shareholder or director who attends a meeting of shareholders or directors in person, or is represented at such meeting by proxy, without protesting at the commencement of the meeting the transaction of any business because the meeting is not lawfully called or convened. SECTION 8 OFFICERS 8.1 Designations. The Corporation's officers shall be a Chairman, CEO and President (with all such offices to be held by one person), a Secretary, a Chief Operating Officer, a Chief Financial Officer and a Treasurer. The Corporation may also have one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any two offices may be held by one person, provided that no person holding more than one office may sign, in more than one capacity, any certificate or other instrument required by law to be signed by two officers. 8.2 Appointment of Certain Officers. At the first meeting of each newly elected Board, or at such other time when there shall be a vacancy, the Board shall elect a Chairman, CEO and President, a Secretary, a Chief Operating Officer, a Chief Financial Officer and a Treasurer, each of whom shall serve for one year and until his or her successor is elected and has qualified. 8.3 Appointment of Other Officers. As soon as practicable after his or her election, the Chairman, CEO and President may appoint one or more Vice Presidents, Assistant Secretaries and Assistant Secretaries. The Chairman, CEO and President shall, following such appointment or appointments, cause to be filed with the minutes of the meeting of the Board an instrument specifying the officers selected. The Chairman, CEO and President may also appoint such other officers, employees and agents of the Corporation as he or she may deem necessary, or may vest the authority to appoint such other officers, employees and agents in such other of the Corporation's officers as he or she deems appropriate subject in all cases to his or her discretion. Subject to these By-laws, all of the officers, employees and agents of the Corporation shall hold their offices or positions for such terms and shall exercise such powers and perform such duties as shall be specified from time to time by the Board or the Chairman, CEO and President. 8.4 Removal. The Board or the Chairman, CEO and President may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officers, if any, with the Corporation, but the election of an officer shall not in and of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Chairman, CEO and President until the next regular or special meeting of the Board. 8.5 The Chairman, CEO and President. The Chairman, CEO and President shall have general and active responsibility for the management of the Corporation's business, shall be responsible for implementing all orders and resolutions of the Board, shall be the Corporation's chief operating officer, shall supervise the daily operations of the Corporation's business and shall preside at meetings of the Board and of the shareholders. 8.6 The Vice Presidents. The Vice Presidents in the order specified by the Chairman, CEO and President or, if not so specified, in the order of their seniority shall, in the absence or disability of the Chairman, CEO and President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Chairman, CEO and President shall prescribe. 8.7 The Secretary. The Secretary shall attend all meetings of the Board and all meetings of the shareholders, record all votes and the minutes of all proceedings in a book to be kept for that purpose, give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board, and perform such other duties as may be prescribed by the Board or Chairman, CEO and President. The Secretary shall also keep in safe custody the Corporation's seal, if any, and affix the seal to any instrument requiring it. 8.8 The Chief Operating Officer. The Chief Operating Officer shall be the Corporation's principal operations officer and shall manage the Corporation's operational affairs and direct the activities of officers and other employees responsible for engineering, quality assurance and materials, oil and gas and technical services marketing, pilots, sector managers, domestic operations, field maintenance (135 maint), and overhaul and repair (145 maint). The Chief Operating Officer shall also perform such other duties as may be requested from time to time by the Board, the Chairman, CEO and President, or the By-laws. 8.9 The Chief Financial Officer. The Chief Financial Officer shall be the Corporation's principal financial officer and shall manage the Corporation's financial affairs and direct the activities of the Treasurer and other officers responsible for the Corporation's financial affairs. The Chief Financial Officer may sign, execute and deliver in the name of the Corporation contracts, bonds and other obligations, shall be responsible for all of the Corporation's internal and external financial reporting and shall perform such other duties as may be prescribed from time to time by the Board, the Chairman, CEO and President or by the By-laws. 8.10 The Treasurer. As directed by the Chief Financial Officer, the Treasurer shall have general custody of all funds and securities of the Corporation. The Treasurer may sign, with the Chairman, CEO and President, Chief Financial Officer or such other person or persons as may be designated for the purpose by the Board, all bills of exchange or promissory notes of the Corporation. The Treasurer shall perform such other duties as may be prescribed from time to time by the Chief Financial Officer or the By-laws. SECTION 9 STOCK 9.1 Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by the President or a Vice President and the Secretary or an Assistant Secretary evidencing the number and class (and series, if any) of shares owned by him, containing such information as required by law and bearing the seal of the Corporation. If any stock certificate is manually signed by a transfer agent or registrar other than the Corporation itself or an employee of the Corporation, the signa- ture of any such officer may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. 9.2 Missing Certificates. The President or any Vice President may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. As a condition precedent to the issuance of a new certificate or certificates, the officers of the Corporation shall, unless dispensed with by the President, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, (i) to advertise or give the Corporation a bond or (ii) enter into a written indemnity agreement, in each case in an amount appropriate to indemnify the Corporation against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. 9.3 Transfers. Upon surrender to the Corporation or the transfer agent of the Corporation, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. SECTION 10 DETERMINATION OF SHAREHOLDERS 10.1 Record Date. For the purpose of determining share- holders entitled to notice of and to vote at a meeting, or to receive a dividend, or to receive or exercise subscription or other rights, or to participate in a reclassification of stock, or in order to make a determination of shareholders for any other proper purpose, the Board may fix in advance a record date for determination of shareholders for such purpose, such date to be not more than sixty days and, if fixed for the purpose of determining shareholders entitled to notice of and to vote at a meeting, not less than ten days, prior to the date on which the action requiring the determination of shareholder is to be taken. 10.2 Registered Shareholders. Except as otherwise provided by law, the Corporation, and its directors, officers and agents may recognize and treat a person registered on its records as the owner of shares, as the owner in fact thereof for all purposes, and as the person exclusively entitled to have and to exercise all rights and privileges incident to the ownership of such shares, and rights under this Section 10.2 shall not be affected by any actual constructive notice that the Corporation, or any of its directors, officers or agents, may have to the contrary. SECTION 11 MISCELLANEOUS 11.1 Dividends. Except as otherwise provided by law or the Articles of Incorporation, dividends upon the stock of the Corporation may be declared by the Board at any regular or special meeting. Dividends may be paid in cash, property, or in shares of stock. 11.2 Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Chairman, CEO and President or the Board may from time to time designate. Signatures of the authorized signatories may be by facsimile. 11.3 Fiscal Year. The Board may adopt for and on behalf of the Corporation a fiscal or a calendar year. 11.4 Seal. The Board may adopt a corporate seal, which seal shall have inscribed thereon the name of the Corporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Failure to affix the seal shall not, however, affect the validity of any instrument. 11.5 Gender. All pronouns and variations thereof used in these By-laws shall be deemed to refer to the masculine, feminine or neuter gender, singular or plural, as the identity of the person, persons, entity or entities referred to require. SECTION 12 INDEMNIFICATION The Corporation shall indemnify to the full extent permitted by law any director, officer or employee against any expenses or costs, including attorneys' fees, actually or reasonably incurred by him or her in connection with any threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, against such person or as to which he or she is involved solely as a witness or person required to give evidence because he or she is a director, officer or employee of the Corporation or serves or served at the request of the Corporation with any other enterprise as a director, officer or employee. For purposes of this Section 12, the term "Corporation" shall include any predecessor of this Corporation and any constituent corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation or merger; the term "other enterprises" shall include any corporation, partnership, joint venture, trust or employee benefit plan; service "at the request of the Corporation" shall include service as a director, officer or employee of the Corporation that imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to an employee benefit plan that such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Corporation. SECTION 13 AMENDMENTS The Corporation's By-laws may be amended or repealed only by a majority of the Board or the affirmative vote of the holders of at least a majority of the voting power present at any regular or special meeting of shareholders, the notice of which states that the proposed amendment or repeal is to be considered at the meeting. EX-27 5
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM CONDENSED FINANCIAL STATEMENTS FOR THE PERIOD ENDING OCTOBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1000 QTR-2 APR-30-1995 OCT-31-1994 1,504 0 31,238 0 24,747 58,516 197,872 111,009 146,645 32,113 0 456 0 0 77,359 146,645 88,398 89,435 78,517 83,591 0 0 1,488 4,356 1,740 2,616 0 0 0 2,616 .48 .48
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