-----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, WlRm/ypr9rYE1gNZ4XaeL80Dizv7XKVOSYuDAZSzfSDRMV4eQhWnLccimCI+dLo9 Udd2r4x3uEijXtgrHRZjvA== 0000899243-98-000809.txt : 19980505 0000899243-98-000809.hdr.sgml : 19980505 ACCESSION NUMBER: 0000899243-98-000809 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980504 SROS: NASD 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: S-4/A SEC ACT: SEC FILE NUMBER: 333-48803 FILM NUMBER: 98609766 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIR LOGISTICS LLC CENTRAL INDEX KEY: 0001058606 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 721412904 STATE OF INCORPORATION: LA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-48803-01 FILM NUMBER: 98609767 BUSINESS ADDRESS: STREET 1: P O BOX 5C STREET 2: 224 RUE DE JEAN CITY: LAFAYETTE STATE: LA ZIP: 70505 BUSINESS PHONE: 3182331221 MAIL ADDRESS: STREET 1: P O BOX 5C STREET 2: 224 RUE DE JEAN CITY: LAFAYETTE STATE: LA ZIP: 70505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIR LOGISTICS OF ALASKA INC CENTRAL INDEX KEY: 0001058607 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 920048121 STATE OF INCORPORATION: LA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-48803-02 FILM NUMBER: 98609768 BUSINESS ADDRESS: STREET 1: P O BOX 5C STREET 2: 224 RUE DE JEAN CITY: LAFAYETTE STATE: LA ZIP: 70505 BUSINESS PHONE: 3182331221 MAIL ADDRESS: STREET 1: P O BOX 5C STREET 2: 224 RUE DE JEAN CITY: LAFAYETTE STATE: LA ZIP: 70505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRASSO CORP CENTRAL INDEX KEY: 0001058608 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 721277694 STATE OF INCORPORATION: LA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-48803-03 FILM NUMBER: 98609769 BUSINESS ADDRESS: STREET 1: P O BOX 5C STREET 2: 224 RUE DE JEAN CITY: LAFAYETTE STATE: LA ZIP: 70505 BUSINESS PHONE: 3182331221 MAIL ADDRESS: STREET 1: P O BOX 5C STREET 2: 224 RUE DE JEAN CITY: LAFAYETTE STATE: LA ZIP: 70505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRASSO PRODUCTION MANAGEMENT INC CENTRAL INDEX KEY: 0001058609 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 760271164 STATE OF INCORPORATION: LA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-48803-04 FILM NUMBER: 98609770 BUSINESS ADDRESS: STREET 1: P O BOX 5C STREET 2: 224 RUE DE JEAN CITY: LAFAYETTE STATE: LA ZIP: 70505 BUSINESS PHONE: 3182331221 MAIL ADDRESS: STREET 1: P O BOX 5C STREET 2: 224 RUE DE JEAN CITY: LAFAYETTE STATE: LA ZIP: 70505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIC SYSTEMS INC CENTRAL INDEX KEY: 0001058610 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 760482462 STATE OF INCORPORATION: LA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-48803-05 FILM NUMBER: 98609771 BUSINESS ADDRESS: STREET 1: P O BOX 5C STREET 2: 224 RUE DE JEAN CITY: LAFAYETTE STATE: LA ZIP: 70505 BUSINESS PHONE: 3182331221 MAIL ADDRESS: STREET 1: P O BOX 5C STREET 2: 224 RUE DE JEAN CITY: LAFAYETTE STATE: LA ZIP: 70505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUMPKIN AIR INC CENTRAL INDEX KEY: 0001058611 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 751638151 STATE OF INCORPORATION: LA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-48803-06 FILM NUMBER: 98609772 BUSINESS ADDRESS: STREET 1: P O BOX 5C STREET 2: 224 RUE DE JEAN CITY: LAFAYETTE STATE: LA ZIP: 70505 BUSINESS PHONE: 3182331221 MAIL ADDRESS: STREET 1: P O BOX 5C STREET 2: 224 RUE DE JEAN CITY: LAFAYETTE STATE: LA ZIP: 70505 S-4/A 1 FORM S-4 AMENDMENT #1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 1998 REGISTRATION NUMBER 333-48803 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OFFSHORE LOGISTICS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 4522 72-0679819 (STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.) INCORPORATION OR CLASSIFICATION CODE ORGANIZATION) NUMBER) 224 RUE DE JEAN P.O. BOX 5-C LAFAYETTE, LOUISIANA 70505 (318) 233-1221 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) DRURY A. MILKE VICE PRESIDENT, CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY 224 RUE DE JEAN P.O. BOX 5-C LAFAYETTE, LOUISIANA 70505 (318) 233-1221 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) Copies to: ARTHUR H. ROGERS FULBRIGHT & JAWORSKI L.L.P. 1301 MCKINNEY, SUITE 5100 HOUSTON, TEXAS 77010-3095 (713) 651-5151 Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] --------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- TABLE OF ADDITIONAL REGISTRANTS
PRIMARY STATE OR OTHER STANDARD JURISDICTION OF INDUSTRIAL IRS EMPLOYER INCORPORATION CLASSIFICATION IDENTIFICATION NAME OR ORGANIZATION CODE NO. NO. - ---- --------------- -------------- -------------- Air Logistics, L.L.C............. Louisiana 4522 72-1412904 Air Logistics of Alaska, Inc..... Alaska 4522 92-0048121 Grasso Corporation............... Delaware 4522 72-1277694 Grasso Production Management, Inc............................. Texas 1389 72-0271164 Medic Systems, Inc............... Delaware 4522 76-0482462 Pumpkin Air, Inc................. Texas 4522 75-1638151
EXPLANATORY NOTE This Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-48803) (the "Registration Statement") is being filed solely for the purpose of filing certain exhibits, and no changes or additions are being made hereby to the prospectus (the "Prospectus") that forms a part of this Registration Statement. Accordingly, the Prospectus has been omitted from this filing. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify its directors and officers in a variety of circumstances, which may include liabilities under the Securities Act of 1933, as amended (the "Securities Act"). In addition, the Registrant's bylaws provide for the indemnification of directors and officers against expenses and liabilities incurred in connection with defending actions brought against them for negligence or misconduct in their official capacities. The Registrant also has indemnity agreements with each of its directors that provide for indemnification of such directors. The Registrant has purchased insurance permitted by the Delaware General Corporation Law on behalf of directors and officers, which may cover liabilities under the Securities Act. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. The following is a list of all exhibits filed as part of this Registration Statement.
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS ------- ----------------------- 4.1* -- Indenture, dated as of January 27, 1998, among the Company, the Guarantors and State Street Bank and Trust Company. 4.2* -- Registration Rights Agreement, dated as of January 22, 1998, among the Company, the Guarantors and Jefferies & Company, Inc. 5 -- Opinion of Fulbright & Jaworski L.L.P. as to the legality of the Notes. 12* -- Statement regarding Ratio of Earnings to Fixed Charges. 23.1 -- Consent of Arthur Andersen LLP 23.2* -- Consent of KPMG 23.3 -- Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5). 24.1* -- Power of Attorney. 25.1 -- Statement of Eligibility of State Street Bank and Trust Company. 99.1* -- Form of Letter of Transmittal. 99.2* -- Form of Notice of Guaranteed Delivery.
- -------- * Previously filed. ITEM 22. UNDERTAKINGS. The Registrant hereby undertakes the following: (a) For purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions described under Item 20 or otherwise, each of the registrants has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by any of the registrants of expenses incurred or paid by a director, officer, or controlling person of such registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-1 (c) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated document by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (d) Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lafayette, State of Louisiana, on May 4, 1998. OFFSHORE LOGISTICS, INC. /s/ George M. Small* By: _________________________________ George M. Small President II-2 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ George M. Small* President and Director May 4, 1998 - ------------------------------------ (Principal Executive George M. Small Officer) /s/ Louis F. Crane* Chairman of the Board May 4, 1998 - ------------------------------------ Louis F. Crane /s/ Drury A. Milke Vice President, Chief May 4, 1998 - ------------------------------------ Financial Officer, Drury A. Milke Treasurer and Secretary (Principal Financial Officer) /s/ Patricia Como* Controller and Assistant May 4, 1998 - ------------------------------------ Secretary (Principal Patricia Como Accounting Officer) Director May 4, 1998 - ------------------------------------ Peter N. Buckley Director May 4, 1998 - ------------------------------------ Jonathan H. Cartwright /s/ David M. Johnson* Director May 4, 1998 - ------------------------------------ David M. Johnson /s/ Kenneth M. Jones* Director May 4, 1998 - ------------------------------------ Kenneth M. Jones /s/ Harry C. Sager* Director May 4, 1998 - ------------------------------------ Harry C. Sager Director May 4, 1998 - ------------------------------------ Howard Wolf
/s/ Drury A. Milke *By:______________________ Drury A. Milke Attorney-in-Fact II-3 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lafayette, State of Louisiana, on May 4, 1998. AIR LOGISTICS, L.L.C. By: Offshore Logistics, Inc., its sole member /s/ Drury A. Milke By: _________________________________ Drury A. Milke Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ George M. Small* President and Manager May 4, 1998 - ------------------------------------ (Principal Executive George M. Small Officer) /s/ Drury A. Milke Vice President, Chief May 4, 1998 - ------------------------------------ Financial Officer, Drury A. Milke Treasurer, Secretary and Manager (Principal Financial Officer and Principal Accounting Officer) Manager May 4, 1998 - ------------------------------------ Gene Graves
/s/ Drury A. Milke *By:______________________ Drury A. Milke Attorney-in-Fact II-4 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lafayette, State of Louisiana, on May 4, 1998. AIR LOGISTICS OF ALASKA, INC. /s/ Drury A. Milke By: _________________________________ Drury A. Milke Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ George M. Small* President and Director May 4, 1998 - ------------------------------------ (Principal Executive George M. Small Officer) /s/ Drury A. Milke Vice President, Chief May 4, 1998 - ------------------------------------ Financial Officer, Drury A. Milke Treasurer, Secretary and Director (Principal Financial Officer and Principal Accounting Officer) Director May 4, 1998 - ------------------------------------ L. Michael Rizk
/s/ Drury A. Milke *By:______________________ Drury A. Milke Attorney-in-Fact II-5 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lafayette, State of Louisiana, on May 4, 1998. GRASSO CORPORATION /s/ Drury A. Milke By: _________________________________ Drury A. Milke Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ George M. Small* President and Director May 4, 1998 - ------------------------------------ (Principal Executive George M. Small Officer) /s/ Drury A. Milke Vice President, Chief May 4, 1998 - ------------------------------------ Financial Officer, Drury A. Milke Treasurer, Secretary and Director (Principal Financial Officer and Principal Accounting Officer) Director May 4, 1998 - ------------------------------------ Bill Donaldson
/s/ Drury A. Milke *By:______________________ Drury A. Milke Attorney-in-Fact II-6 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lafayette, State of Louisiana, on May 4, 1998. GRASSO PRODUCTION MANAGEMENT, INC. /s/ Drury A. Milke By: _________________________________ Drury A. Milke Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ George M. Small* President and Director May 4, 1998 - ------------------------------------ (Principal Executive George M. Small Officer) /s/ Drury A. Milke Vice President, Chief May 4, 1998 - ------------------------------------ Financial Officer, Drury A. Milke Treasurer, Secretary and Director (Principal Financial Officer and Principal Accounting Officer) Director May 4, 1998 - ------------------------------------ Bill Donaldson
/s/ Drury A. Milke *By:______________________ Drury A. Milke Attorney-in-Fact II-7 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lafayette, State of Louisiana, on May 4, 1998. MEDIC SYSTEMS, INC. /s/ Drury A. Milke By: _________________________________ Drury A. Milke Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ George M. Small* President and Director May 4, 1998 - ------------------------------------ (Principal Executive George M. Small Officer) /s/ Drury A. Milke Vice President, Chief May 4, 1998 - ------------------------------------ Financial Officer, Drury A. Milke Treasurer, Secretary and Director (Principal Financial Officer and Principal Accounting Officer) Director May 4, 1998 - ------------------------------------ Bill Donaldson
/s/ Drury A. Milke *By:______________________ Drury A. Milke Attorney-in-Fact II-8 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lafayette, State of Louisiana, on May 4, 1998. PUMPKIN AIR, INC. /s/ Drury A. Milke By: _________________________________ Drury A. Milke Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ George M. Small* President and Director May 4, 1998 - ------------------------------------ (Principal Executive George M. Small Officer) /s/ Drury A. Milke Vice President, Chief May 4, 1998 - ------------------------------------ Financial Officer, Drury A. Milke Treasurer, Secretary and Director (Principal Financial Officer and Principal Accounting Officer) Director May 4, 1998 - ------------------------------------ Gene Graves
/s/ Drury A. Milke *By:______________________ Drury A. Milke Attorney-in-Fact II-9 EX-5 2 OPINION OF FULBRIGHT & JAWORSKI EXHIBIT 5 [LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P. APPEARS HERE] May 4, 1998 Offshore Logistics, Inc. 224 Rue de Jean P.O. Box 5-C Lafayette, Louisiana 70505 Ladies and Gentlemen: We have acted as counsel for Offshore Logistics, Inc., a Delaware corporation (the "Company"), and the Subsidiary Guarantors (defined below), in connection with the proposed issuance by the Company of up to $100 million principal amount of its 7 7/8% Series B Senior Notes due 2008 (the "Series B Notes"), in exchange for an equivalent amount of its outstanding 7 7/8% Series A Senior Notes due 2008 (the "Series A Notes"). The terms of the offer to exchange the Series B Notes for the Series A Notes (the "Exchange Offer") are described in the Registration Statement on Form S-4 (Registration No. 333-48803) filed by the Company with the Securities and Exchange Commission (the "Registration Statement"), for the registration of the Series B Notes under the Securities Act of 1933, as amended (the "1933 Act"). The Series A Notes have been, and the Series B Notes will be, issued pursuant to an Indenture dated as of January 27, 1998 (the "Indenture"), among the Company, the Subsidiary Guarantors and State Street Bank and Trust Company, as Trustee (in such capacity, the "Trustee"). Air Logistics, L.L.C., a Louisiana limited liability company, Air Logistics of Alaska, Inc., an Alaska corporation, Grasso Corporation, a Delaware corporation, Grasso Production Management, Inc., a Texas corporation, Medic Systems, Inc., a Delaware corporation, and Pumpkin Air, Inc., a Texas corporation, are collectively referred to as the "Subsidiary Guarantors" and the guarantees thereof with respect to the Notes are collectively referred to as the "Guarantees" and each a "Guaranty". In connection with the foregoing, we have examined (i) the Certificate of Incorporation and Bylaws of the Company and the constituent documents of each of the Subsidiary Guarantors, each as amended to date, (ii) the Indenture, (iii) the Registration Statement and (iv) such certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. As to questions of fact material to this opinion, we have, to the extent we deemed appropriate, relied on certificates of officers of the Company and the Subsidiary Offshore Logistics, Inc. May 4, 1998 Page 2 Guarantors and on certificates and telegrams of governmental officials. We have assumed the genuineness of all signatures, the authenticity of all documents, records and instruments examined by us and the correctness of all statements of fact contained therein. As to matters of Louisiana and Alaska law affecting our opinions herein expressed with respect to Air Logistics, L.L.C., and Air Logistics of Alaska, Inc., we have, however, assumed the following: (A) Air Logistics, L.L.C. has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Louisiana; (B) Air Logistics of Alaska, Inc. has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Alaska; (C) each of the Indenture and Guarantees have been duly authorized by them, the Indenture has been duly executed by them and they have full power and authority to enter into each of such agreements; and (D) no consent, approval, authorization or order of any court or governmental agency or body of the States of Louisiana or Alaska is required of them for the consummation of the transactions contemplated by the Indenture or Guarantees. Based upon the foregoing, subject to the qualifications hereinafter set forth, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Series B Notes and the Guarantees have been duly authorized for issuance and, when the Registration Statement has become effective under the 1933 Act and the Series B Notes and the Guarantees have been duly executed and authorized in accordance with the Indenture and issued and sold in exchange for the Series A Notes as contemplated by the Registration Statement and in accordance with the Exchange Offer, the Series B Notes will constitute valid and legally binding obligations of the Company and each Guaranty will constitute a valid and legally binding obligation of its respective Subsidiary Guarantor, subject to (i) bankruptcy, insolvency, reorganization, moratorium, liquidation, rearrangement, fraudulent transfer, fraudulent conveyance and other similar laws (including court decisions) now or hereafter in effect and affecting the rights and remedies of creditors generally or providing for the relief of debtors, (ii) the refusal of a particular court to grant equitable remedies, including, without limitation, specific performance and injunctive relief, and (iii) general principles of equity (regardless of whether such remedies are sought in a proceeding in equity or at law). The opinions expressed herein are limited exclusively to the federal laws of the United States of America, the laws of the States of New York and Texas and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. Offshore Logistics, Inc. May 4, 1998 Page 3 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the statements made with respect to us under the caption "Legal Matters" in the Prospectus included as part of the Registration Statement. Very truly yours, /s/ Fulbright & Jaworski L.L.P. ------------------------------------------ Fulbright & Jaworski L.L.P. EX-23.1 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report included in this registration statement and to the incorporation by reference in this registration statement of our report dated May 23, 1997 included in Offshore Logistics, Inc.'s Form 10-K for the nine month period ended March 31, 1997 and to all references to our Firm included in this registration statement. Arthur Andersen LLP New Orleans, Louisiana April 27, 1998 EX-25.1 4 STATEMENT OF ELIGIBILITY EXHIBIT 25.1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 _________ STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) __ STATE STREET BANK AND TRUST COMPANY (Exact name of trustee as specified in its charter) Massachusetts 04-1867445 (Jurisdiction of incorporation or (I.R.S. Employer organization if not a U.S. national bank) Identification No.) 225 Franklin Street, Boston, Massachusetts 02110 (Address of principal executive offices) (Zip Code) John R. Towers, Esq. Executive Vice President and General Counsel 225 Franklin Street, Boston, Massachusetts 02110 (617)654-3253 (Name, address and telephone number of agent for service) _____________________ OFFSHORE LOGISTICS, INC. (Exact name of obligor as specified in its charter) DELAWARE (72-0679819) (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 224 RUE DE JEAN P.O. BOX 5-C LAFAYETTE, LA 70505 (Address of principal executive offices) (Zip Code) 7 7/8 % SERIES B SENIOR NOTES DUE 2008 (Title of indenture securities) GENERAL ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE: (A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO WHICH IT IS SUBJECT. Department of Banking and Insurance of The Commonwealth of Massachusetts, 100 Cambridge Street, Boston, Massachusetts. Board of Governors of the Federal Reserve System, Washington, D.C., Federal Deposit Insurance Corporation, Washington, D.C. (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Trustee is authorized to exercise corporate trust powers. ITEM 2. AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. The obligor is not an affiliate of the trustee or of its parent, State Street Corporation. (See note on page 2.) ITEM 3. THROUGH ITEM 15. NOT APPLICABLE. ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY. 1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN EFFECT. A copy of the Articles of Association of the trustee, as now in effect, is on file with the Securities and Exchange Commission as Exhibit 1 to Amendment No. 1 to the Statement of Eligibility and Qualification of Trustee (Form T-1) filed with the Registration Statement of Morse Shoe, Inc. (File No. 22-17940) and is incorporated herein by reference thereto. 2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION. A copy of a Statement from the Commissioner of Banks of Massachusetts that no certificate of authority for the trustee to commence business was necessary or issued is on file with the Securities and Exchange Commission as Exhibit 2 to Amendment No. 1 to the Statement of Eligibility and Qualification of Trustee (Form T-1) filed with the Registration Statement of Morse Shoe, Inc. (File No. 22-17940) and is incorporated herein by reference thereto. 3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS SPECIFIED IN PARAGRAPH (1) OR (2), ABOVE. A copy of the authorization of the trustee to exercise corporate trust powers is on file with the Securities and Exchange Commission as Exhibit 3 to Amendment No. 1 to the Statement of Eligibility and Qualification of Trustee (Form T-1) filed with the Registration Statement of Morse Shoe, Inc. (File No. 22-17940) and is incorporated herein by reference thereto. 4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS CORRESPONDING THERETO. A copy of the by-laws of the trustee, as now in effect, is on file with the Securities and Exchange Commission as Exhibit 4 to the Statement of Eligibility and Qualification of Trustee (Form T-1) filed with the Registration Statement of Eastern Edison Company (File No. 33-37823) and is incorporated herein by reference thereto. 1 5. A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4. IF THE OBLIGOR IS IN DEFAULT. Not applicable. 6. THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED BY SECTION 321(B) OF THE ACT. The consent of the trustee required by Section 321(b) of the Act is annexed hereto as Exhibit 6 and made a part hereof. 7. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING AUTHORITY. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority is annexed hereto as Exhibit 7 and made a part hereof. NOTES In answering any item of this Statement of Eligibility which relates to matters peculiarly within the knowledge of the obligor or any underwriter for the obligor, the trustee has relied upon information furnished to it by the obligor and the underwriters, and the trustee disclaims responsibility for the accuracy or completeness of such information. The answer furnished to Item 2. of this statement will be amended, if necessary, to reflect any facts which differ from those stated and which would have been required to be stated if known at the date hereof. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, State Street Bank and Trust Company, a corporation organized and existing under the laws of The Commonwealth of Massachusetts, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston and The Commonwealth of Massachusetts, on the 6th day April 1998. STATE STREET BANK AND TRUST COMPANY By: /s/ Susan C. Merker NAME: SUSAN C. MERKER TITLE: ASSISTANT VICE PRESIDENT 2 EXHIBIT 6 CONSENT OF THE TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended, in connection with the proposed issuance by {OFFSHORE LOGISTICS, INC.}. of its {7 7/8 SERIES B SENIOR NOTES DUE 2008}, we hereby consent that reports of examination by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. STATE STREET BANK AND TRUST COMPANY By: /s/ Susan C. Merker NAME: SUSAN C. MERKER TITLE: ASSISTANT VICE PRESIDENT DATED: APRIL 6, 1998 3 EXHIBIT 7 Consolidated Report of Condition of State Street Bank and Trust Company, Massachusetts and foreign and domestic subsidiaries, a state banking institution organized and operating under the banking laws of this commonwealth and a member of the Federal Reserve System, at the close of business March 31, 1997, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act and in accordance with a call made by the Commissioner of Banks under General Laws, Chapter 172, Section 22(a).
Thousands of ASSETS Dollars Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin........................... 1,665,142 Interest-bearing balances.................................................... 8,193,292 Securities.................................................................... 10,238,113 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and its Edge subsidiary......................... 5,853,144 Loans and lease financing receivables: Loans and leases, net of unearned income.................... 4,936,454 Allowance for loan and lease losses......................... 70,307 Allocated transfer risk reserve............................. 0 Loans and leases, net of unearned income and allowances...................... 4,866,147 Assets held in trading accounts............................................... 957,478 Premises and fixed assets..................................................... 380,117 Other real estate owned....................................................... 884 Investments in unconsolidated subsidiaries.................................... 25,835 Customers' liability to this bank on acceptances outstanding.................. 45,548 Intangible assets............................................................. 158,080 Other assets.................................................................. 1,066,957 ---------- Total assets.................................................................. 33,450,737 ========== LIABILITIES Deposits: In domestic offices.......................................................... 8,270,845 Noninterest-bearing........................................ 6,318,360 Interest-bearing........................................... 1,952,485 In foreign offices and Edge subsidiary....................................... 12,760,086 Noninterest-bearing........................................ 53,052 Interest-bearing........................................... 12,707,034 Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge subsidiary...................... 8,216,641 Demand notes issued to the U.S. Treasury and Trading Liabilities.............. 926,821 Other borrowed money.......................................................... 671,164 Subordinated notes and debentures............................................. 0 Bank's liability on acceptances executed and outstanding...................... 46,137 Other liabilities............................................................. 745,529 Total liabilities............................................................. 31,637,223 ---------- EQUITY CAPITAL Perpetual preferred stock and related surplus................................. 0 Common stock.................................................................. 29,931 Surplus....................................................................... 360,717 Undivided profits and capital reserves/Net unrealized holding gains (losses).. 1,426,881 Cumulative foreign currency translation adjustments........................... (4,015) Total equity capital.......................................................... 1,813,514 ---------- Total liabilities and equity capital.......................................... 33,450,737 ==========
4 I, Rex S. Schuette, Senior Vice President and Comptroller of the above named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Rex S. Schuette We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. David A. Spina Marshall N. Carter Charles F. Kaye 5 -----END PRIVACY-ENHANCED MESSAGE-----