-----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, SVoy5ulq51Q5jr7Gcrw8s2uTgk5/hzDDb3HRGy+idZU6IVrmDVtOqANJECffdiuz 7iTL2soivcG6LpD+MacxtQ== 0000073887-03-000017.txt : 20030618 0000073887-03-000017.hdr.sgml : 20030618 20030617183634 ACCESSION NUMBER: 0000073887-03-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030617 ITEM INFORMATION: Other events FILED AS OF DATE: 20030618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OFFSHORE LOGISTICS INC CENTRAL INDEX KEY: 0000073887 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 720679819 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31617 FILM NUMBER: 03747957 BUSINESS ADDRESS: STREET 1: 224 RUE DE JEAN STREET 2: PO BOX 5C CITY: LAFAYETTE STATE: LA ZIP: 70505 BUSINESS PHONE: 3182331221 MAIL ADDRESS: STREET 1: 224 RUE DE JEAN 70508 STREET 2: PO BOX 5C CITY: LAFAYETTE STATE: LA ZIP: 70505 8-K 1 june17_8k.htm JUNE 17, 2003 8K

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 17, 2003

Offshore Logistics, Inc.
(Exact name of registrant as specified in its charter)

Commission File Number 0-5232

  Delaware
(State or other jurisdiction of
incorporation or organization)
  72-0679819
(IRS Employer
Identification Number)
 
  224 Rue de Jean
P. O. Box 5C, Lafayette, Louisiana

(Address of principal executive offices)
 
70505
(Zip Code)
 

Registrant's telephone number, including area code: (337) 233-1221


Not applicable
(Former name, former address and former fiscal year, if changed since last report)


Item 5. OTHER EVENTS

      On June 17, 2003, Offshore Logistics, Inc. issued a press release announcing that it had priced its private placement of $230,000,000 principal amount at maturity of its 6.125% Senior Notes due 2013. The Senior Notes were priced at 100% of their principal amount.

      In addition, the Company has disclosed that subsequent to March 31, 2003, it financed $18.0 million of the purchase price of three aircraft for 90 days, which indebtedness is secured by such aircraft.

      The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

      The information contained in this Current Report on Form 8-K, including the exhibit hereto, is neither an offer to sell nor a solicitation of an offer to buy any of the Senior Notes. The Senior Notes will not be registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits. The following materials are filed as exhibits to this Current Report on Form 8-K:

 Exhibit Number Description of Exhibit
  99.1   Press Release dated June 17, 2003

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 hereunto duly authorized.

Dated: June 17, 2003

  OFFSHORE LOGISTICS, INC.
(Registrant)
    /s/ H. Eddy Dupuis                             
H. Eddy Dupuis
Chief Financial Officer
EX-99 3 june17_pressrelease.htm JUNE 17, 2003 PRESS RELEASE FOR NOTE PRICING

PRESS RELEASE

OFFSHORE LOGISTICS, INC.
ANNOUNCES PRICING OF
$230 MILLION 6 1/8% SENIOR NOTES DUE 2013

LAFAYETTE, LOUISIANA (June 17, 2003) – Offshore Logistics, Inc. (NYSE: OLG) (the “Company”) today announced that it has priced its previously announced private offering of $230 million of senior notes due 2013. The notes were priced at par and will carry an interest rate of 6 1/8%.

The closing of the senior notes offering is expected to occur on June 20, 2003, and is subject to the satisfaction of customary closing conditions.

The Company intends to use approximately $195.6 million of the net proceeds from the sale of the notes to redeem in full its $100 million outstanding 7 7/8% senior notes due 2008 and its $90.9 million outstanding 6% convertible subordinated notes due 2003, in each case including related redemption premium. The 6% convertible subordinated notes mature in December 2003, and the 7 7/8% senior notes mature in January 2008. The Company intends to use the remaining net proceeds from the sale of the notes for general corporate purposes, including aircraft and other acquisitions.

This announcement is neither an offer to sell nor a solicitation of an offer to purchase any of the securities to be offered. The securities to be offered will not be registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements about the Company’s future business, strategy, operations, capabilities and results; financial projections; plans and objectives of the Company’s management; expected actions by the Company and by third parties, including the Company’s customers, competitors and regulators; and other matters. Some of the forward-looking statements can be identified by the use of words such as believes, belief, expects, plans, anticipates, intends, projects, estimates, may, might, would, could or other similar words. All statements in this press release other than statements of historical fact or historical financial results are forward-looking statements. The forward-looking statements contained in this press release reflect the Company’s views and assumptions on the date of this press release regarding future events and operating performance. The Company believes that they are reasonable, but they involve known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Accordingly, you should not put undue reliance on any forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s SEC filings, including but not limited to the Company’s report on Form 10-K for the fiscal year ended March 31, 2003. A copy of these filings may be obtained by contacting the Company or the SEC.

Investor Relations Contact:
H.Eddy Dupuis
Phone:(337) 233-1221
Fax:(337) 235-6678
investorrelations@olog.com

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