-----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, L8I1OvIlNZDRhKNM9o+hZY3qGIlnTHdn4CwIm5j1XK2MPUBshcLf2Q8iLuF/EXQv 8ag9sfoX/fh2dIT+yKJGig== 0000950129-05-006187.txt : 20050614 0000950129-05-006187.hdr.sgml : 20050613 20050614170730 ACCESSION NUMBER: 0000950129-05-006187 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050614 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050614 DATE AS OF CHANGE: 20050614 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09827 FILM NUMBER: 05895499 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 8-K 1 h26266e8vk.htm PETROLEUM HELICOPTERS, INC. e8vk
 

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 8-K


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

Date of report (Date of earliest event reported): June 14, 2005


PETROLEUM HELICOPTERS, INC.

(Exact Name of Registrant as Specified in Charter)


         
Louisiana
(State or Other Jurisdiction
of Incorporation)
  0-9287
(Commission
File Number)
  72-0395707
(IRS Employer
Identification No.)

2001 SE Evangeline Thruway
Lafayette, LA 70508

(Address of Principal Executive Offices)

(800) 235-2452
(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 


 

Item 8.01 Other Events

      On June 14, 2005, we issued a press release announcing the closing of an offering of 4,250,000 shares of our non-voting common stock under our shelf registration statement on Form S-3 (File No. 333-123528), which was declared effective by the Securities and Exchange Commission on March 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

(c)   Exhibits
 
99.1   Press Release of Petroleum Helicopters, Inc. dated June 14, 2005

[Remainder of Page Intentionally Left Blank]

 


 

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 hereunto duly authorized.
         
  PETROLEUM HELICOPTERS, INC.
 
 
Date: June 14, 2005  By:   /s/ Michael J. McCann    
    Michael J. McCann   
    Chief Financial Officer and Treasurer   
 

 


 

EXHIBIT INDEX

     
Exhibit No.   Description
 
   
99.1
  Press Release of Petroleum Helicopters, Inc. dated June 14, 2005

 

EX-99.1 2 h26266exv99w1.htm PRESS RELEASE DATED JUNE 14, 2005 exv99w1
 

EXHIBIT 99.1

Petroleum Helicopters, Inc. Completes Public Offering

LAFAYETTE, LA.—(BUSINESS WIRE)—June 14, 2005—Petroleum Helicopters, Inc. (“PHI”) (Nasdaq:PHEL) (Nasdaq:PHELK) announced today the successful completion of its public offering of 4,250,000 shares of its non-voting common stock pursuant to an effective shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission and declared effective on March 31, 2005. PHI sold 4,250,000 million shares at a price of $25.00 per share to the public and received approximately $99 million, net of expenses. The underwriters have a 30-day option to purchase up to an additional 637,500 shares of non-voting common stock from PHI, subject to certain conditions.

PHI intends to use substantially all of the net proceeds of this offering toward the expansion of its aircraft fleet. In addition, PHI will use a portion of the net proceeds to repay the indebtedness outstanding under its revolving credit facility, a significant portion of which was incurred to purchase new aircraft.

UBS Investment Bank was the sole book-running manager and joint lead manager with Lehman Brothers Inc. for the offering. Howard Weil Incorporated and Simmons and Company International acted as co-managers for the offering.

A copy of the prospectus supplement and related base prospectus relating to this offering may be obtained from UBS Investment Bank, Attn: Prospectus Department, 25th Floor, 299 Park Avenue, New York, New York, 10019, Phone: (212) 821-3884, or from any of the other underwriters.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of a prospectus and related prospectus supplement.

Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements that involve certain risks and uncertainties. These risks and uncertainties include, among other things, the stability of the capital markets, and other factors and uncertainties inherent in providing helicopter transportation and related services discussed in PHI’s filings with the Securities and Exchange Commission.

PHI provides helicopter transportation and related services to customers in the oil and gas industry and for air medical programs. PHI’s non-voting common stock and voting common stock are traded on The Nasdaq National Market System.

CONTACTS

Petroleum Helicopters, Lafayette
Michael J. McCann, 337-235-2452

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