-----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, K5V4VBCXL3ng6I1V8UgMX8p/fL/gxuUjBpfE4IBVdV5GY7ZtFuzfkPCo05NWc1Qc u59e4MVUxh/b0bbjkVNqfA== 0000950129-06-010043.txt : 20061208 0000950129-06-010043.hdr.sgml : 20061208 20061208155559 ACCESSION NUMBER: 0000950129-06-010043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061130 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061208 DATE AS OF CHANGE: 20061208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bristow Group 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: 061265761 BUSINESS ADDRESS: STREET 1: 2000 W SAM HOUSTON PARKWAY SOUTH STREET 2: SUITE 1700 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 7132677600 MAIL ADDRESS: STREET 1: 2000 W SAM HOUSTON PARKWAY SOUTH STREET 2: SUITE 1700 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: OFFSHORE LOGISTICS INC DATE OF NAME CHANGE: 19920703 8-K 1 h41948e8vk.htm FORM 8-K - CURRENT REPORT e8vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) December 8, 2006 (November 30, 2006)
 
Bristow Group Inc.
(Exact name of registrant as specified in its charter)
 
         
Delaware
(State or other jurisdiction
of incorporation)
  001-31617
(Commission File Number)
  72-0679819
(IRS Employer
Identification No.)
2000 West Sam Houston Parkway South, Suite 1700,
Houston, Texas 77042
(Address of principal executive offices)
(713) 267-7600
(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:
¨      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 8.01 Other Events.
Item 9.01 Financial Statements and Exhibits.
Press Release


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Item 8.01 Other Events.
On November 30, 2006, Bristow Group Inc. sold substantially all of the assets of its wholly owned subsidiary, Turbo Engines Inc., (“Turbo”) to Timken Alcor Aerospace Technologies, Inc., for an aggregate purchase price of approximately US$13,500,000 subject to adjustment for changes in working capital. Turbo, located in Tucson, Arizona, overhauls and refurbishes aircraft engines for a number of third parties.
A copy of the press release issued by Bristow on December 1, 2006 announcing the closing of this transaction is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
     
Exhibit No.   Description
 
   
99.1
  Press Release dated December 1, 2006
     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.
         
  BRISTOW GROUP INC.
 
 
Date: December 8, 2006  By:   /s/ Randall A. Stafford    
    Randall A. Stafford   
    Vice President, General Counsel and Corporate Secretary   

 


Table of Contents

         
Exhibit Index
     
Exhibit Number   Description of Exhibit
 
   
99.1
  Press Release of the Company dated December 1, 2006 announcing the sale of assets of Turbo Engines Inc.

 

EX-99.1 2 h41948exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
Bristow Group Inc. Announces Sale of Turbo Engines, Inc.
HOUSTON—(BUSINESS WIRE)—Nov. 30, 2006—Bristow Group Inc., a leading provider of helicopter services and production management services to the offshore energy industry, announced today that it has completed the sale of the assets of its aircraft engine overhaul business, Turbo Engines, Inc., to Timken Alcor Aerospace Technologies, Inc. for approximately $14 million, including estimated post-closing adjustments. Turbo Engines, Inc., located in Tucson, Arizona, overhauls and refurbishes aircraft engines for a number of third parties.
The sale, effective November 30, 2006, was approximately equal to book value, but a loss will be recognized for the tax expense of $2.5 million related to non-deductible goodwill recorded at the time Bristow acquired Turbo Engines, Inc. in 2001.
William E. Chiles, Bristow’s President and Chief Executive Officer, commented that “While Turbo Engines has been a profitable part of Bristow for the past five years, we are pleased to capitalize on this opportunity to allow us to concentrate capital on opportunities in our core offshore helicopter services business and to strengthen our relationship with an important supplier, Timken.”
Bristow Group Inc. is the leading provider of helicopter services to the worldwide offshore energy industry based on number of aircraft operated. Through its subsidiaries, affiliates and joint ventures, the Company has major operations in the U.S. Gulf of Mexico and the North Sea, and operations in most of the other major offshore oil and gas producing regions of the world, including Alaska, Australia, Brazil, China, Mexico, Nigeria, Russia and Trinidad. Additionally, the Company is a leading provider of production management services for oil and gas production facilities in the U.S. Gulf of Mexico. The Company’s Common Stock trades on the New York Stock Exchange under the symbol BRS and the Preferred Stock trades on the NYSE under the symbol BRS Pr.
CONTACT: Bristow Group Inc., Houston
Investor Relations:
Joe Baj, 713-267-7605
Fax: 713-267-7620
joe.baj@bristowgroup.com

 

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