-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VSbl9SvnBPSIPwOlTDfDylp5JWWDOf+fvHDoZMYEeyNclOtySTzaaSNgDqFHgjPu kfRlc2Ai0mwi1HzLwIs1GA== 0000950129-04-008249.txt : 20041029 0000950129-04-008249.hdr.sgml : 20041029 20041029150545 ACCESSION NUMBER: 0000950129-04-008249 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20041029 DATE AS OF CHANGE: 20041029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PETROLEUM HELICOPTERS INC CENTRAL INDEX KEY: 0000350403 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 720395707 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-09827 FILM NUMBER: 041105984 BUSINESS ADDRESS: STREET 1: 2001 SE EVANGELINE THRUWAY STREET 2: - CITY: LAFAYETTE STATE: LA ZIP: 70508 BUSINESS PHONE: - MAIL ADDRESS: STREET 1: PO BOX 90808 CITY: LAFAYETTE STATE: LA ZIP: 70509 10-Q/A 1 h19306ae10vqza.txt PETROLEUM HELICOPTERS, INC. - AMEND. 1 TO 6/30/2004 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (AMENDMENT NO. 1) X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities - --- Exchange Act of 1934 For the quarterly period ended June 30, 2004 Transition Report Pursuant to Section 13 or 15(d) of the Securities - --- Exchange Act of 1934 For the transition period _____ to _____ Commission File Number: 0-9827 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.) 2001 SE Evangeline Thruway Lafayette, Louisiana 70508 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (337) 235-2452 ---------- Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days Yes [X] No [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2.) Yes [X] No [ ] 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 July 30, 2004 ------------------------ ---------------------------- Voting Common Stock 2,852,616 shares Non-Voting Common Stock 2,531,392 shares ================================================================================ EXPLANATORY NOTE This Amendment No. 1 to the Registrant's Quarterly Report on Form 10-Q for the period ending June 30, 2004 is being filed solely to include revised certifications under Rule 13a-14(a)/15d-14(a) pursuant to rules promulgated under the Securities Exchange Act of 1934, as amended, effective as of August 14, 2003. Our Form 10-Q filed on August 9, 2004 inadvertently included, as Exhibits 31.1 and 31.2, certifications in the form that was in effect prior to August 14, 2003. Modified Exhibits 31.1 and 31.2 are included in this Amendment No. 1. PART IV. - OTHER INFORMATION ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 31.1 Chief Executive Officer's certification under Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Chief Financial Officer's certification under Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Chief Executive Officer's certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Chief Financial Officer's certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 2 SIGNATURE 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. October 25, 2004 By: /s/ Al A. Gonsoulin ------------------------------------ Al A. Gonsoulin Chairman and Chief Executive Officer October 25, 2004 By: /s/ Michael J. McCann ------------------------------------ Michael J. McCann Chief Financial Officer and Treasurer INDEX TO EXHIBITS Exhibit No: - ---------- 31.1 Chief Executive Officer's certification under Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Chief Financial Officer's certification under Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Chief Executive Officer's certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Chief Financial Officer's certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 3 EX-31.1 2 h19306aexv31w1.txt CEO CERTIFICATION UNDER SECTION 302 EXHIBIT 31.1 CHIEF EXECUTIVE OFFICER'S CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Al A. Gonsoulin, Chairman and Chief Executive Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Petroleum Helicopters, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: October 25, 2004 and effective as of August 9, 2004 By: /s/ Al A. Gonsoulin ------------------------------------ Al A. Gonsoulin Chairman and Chief Executive Officer EX-31.2 3 h19306aexv31w2.txt CFO CERTIFICATION UNDER SECTION 302 EXHIBIT 31.2 CHIEF FINANCIAL OFFICER'S CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael J. McCann, Chief Financial Officer and Treasurer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Petroleum Helicopters, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: October 25, 2004 and effective as of August 9, 2004 By: /s/ Michael J. McCann ------------------------------------- Michael J. McCann Chief Financial Officer and Treasurer EX-32.1 4 h19306aexv32w1.txt CEO CERTIFICATION UNDER SECTION 906 EXHIBIT 32.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Al A. Gonsoulin, Chairman and Chief Executive Officer of Petroleum Helicopters, Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,18 U.S.C. Section 1350, that: 1. the Quarterly Report on Form 10-Q for the period ended June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the period covered by such Report. Dated: October 25, 2004 and effective as of August 9, 2004 By: /s/ Al A. Gonsoulin ------------------------------------ Al A. Gonsoulin Chairman and Chief Executive Officer EX-32.2 5 h19306aexv32w2.txt CFO CERTIFICATION UNDER SECTION 906 EXHIBIT 32.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael J. McCann, Chief Financial Officer and Treasurer of Petroleum Helicopters, Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: 1. the Quarterly Report on Form 10-Q for the period ended June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the period covered by such Report. Dated: October 25, 2004 and effective as of August 9, 2004 By: /s/ Michael J. McCann ------------------------------------- Michael J. McCann Chief Financial Officer and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----