SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
OFFSHORE LOGISTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 72-0679819
(State of Incorporation or Organization) (IRS Employer
Identification Number)
224 RUE DE JEAN
P.O. BOX 5C
Lafayette, Louisiana 70505
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box: [ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box: [X]
Securities Act registration statement file number to which this form relates:N/A
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Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
Title of Each Class to be so Registered Each Class is to be Registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of Class)
Offshore Logistics, Inc., a Delaware corporation (the "Company"),
amends and restates in their entirety Items 1 and 2 of Amendment No. 1 to its
Registration Statement on Form 8-A/A (File No. 000-05232), filed with the
Securities and Exchange Commission on May 7, 1997. The Company and Mellon
Investor Services LLC, as rights agent (the "Rights Agent"), have entered into
the Second Amendment, dated as of January 10, 2003, to the Rights Agreement,
dated as of February 29, 1996, between the Company and the Rights Agent, as
amended by the First Amendment, dated as of May 6, 1997, between the Company and
the Rights Agent.
Item 1. Description of Registrant's Securities to be Registered.
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On February 8, 1996, the Board of Directors of Offshore Logistics,
Inc., a Delaware corporation (the "Company"), declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share of common
stock, par value $.01 per share (the "Common Shares"), of the Company. The
dividend was payable on February 29, 1996 (the "Record Date") to the
stockholders of record on that date. The Rights were issued pursuant to a Rights
Agreement, dated as of February 29, 1996 (the "Rights Agreement"), between the
Company and Chemical Mellon Shareholder Services, L.L.C. (now known as Mellon
Investor Services LLC), as rights agent (the "Rights Agent").
On May 6, 1997, the Company entered into the First Amendment,
dated as of May 6, 1997 (the "First Amendment"), to the Rights Agreement between
the Company and the Rights Agent, as rights agent. The First Amendment reduced
certain percentages in the Rights Agreement from 20% to 10%.
On January 10, 2003, the Company entered into the Second
Amendment, dated as of January 10, 2003 (the "Second Amendment"), between the
Company and the Rights Agent, as rights agent. The Second Amendment, among other
things, permitted certain institutional investors to acquire and hold not more
than 12.5% of the outstanding Common Shares without becoming an Acquiring Person
(as defined below).
The following is a description of the terms of the Rights as set
forth in the Rights Agreement, as amended by the First Amendment and the Second
Amendment. Please note, however, that this description is only a summary, and is
not complete, and should be read together with the Rights Agreement, the First
Amendment and the Second Amendment, each of which has been filed as an exhibit
to this Amendment No. 2 to the Registration Statement on Form 8-A/A.
Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series A Junior Participating Preferred
Stock, par value $.01 per share (the "Preferred Shares"), of the Company at a
price of $50.00 per one one-hundredth of a Preferred Share (the "Purchase
Price"), subject to adjustment.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 10% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer
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the consummation of which would result in the beneficial ownership by a person
or group of 10% or more of the outstanding Common Shares (the earlier of such
dates being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the Record
Date, by such Common Share certificate with a copy of this Summary of Rights
attached thereto. Notwithstanding the foregoing, certain institutional investors
are permitted to acquire and hold no more than 12.5% of the outstanding Common
Shares without becoming an Acquiring Person, provided that the Common Shares are
held in the ordinary course of the investor's business and not with the purpose
nor with the effect of changing or influencing the control of the Company.
The Rights Agreement provides that, until the Distribution Date
(or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or a copy of this
Summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on February 28, 2006 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier redeemed
or exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then-current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not
be redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled
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to a minimum preferential liquidation payment of $100 per share but will be
entitled to an aggregate payment of 100 times the payment made per Common Share.
Each Preferred Share will have 100 votes, voting together with the Common
Shares. Finally, in the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per Common Share. These rights are
protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest in a
Preferred Share purchasable upon exercise of each Right should approximate the
value of one Common Share.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold after a person or group has become an Acquiring Person,
proper provision will be made so that each holder of a Right will thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction will have a market value
of two times the exercise price of the Right. In the event that any person or
group of affiliated or associated persons becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which will have
become void), in whole or in part, at an exchange ratio of one Common Share, or
one one-hundredth of a Preferred Share (or of a share of a class or series of
the Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 10% or more of the
outstanding Common Shares, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption
Price"). The redemption of the Rights may be made effective at such time on such
basis with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors
of the Company without the consent of the holders of the Rights, including an
amendment to lower certain thresholds described above to not less than the
greater of (i) the sum of .001% and the largest percentage of the outstanding
Common Shares then known to the Company to be beneficially
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owned by any person or group of affiliated or associated persons and (ii) 10%,
except that from and after such time as any person or group of affiliated or
associated persons becomes an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights. The First Amendment reduced
the threshold percentage indicated above to 10%.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in a manner or on terms not approved by the Board of Directors. The Rights,
however, should not deter any prospective offeror willing to negotiate in good
faith with the Board of Directors, nor should the Rights interfere with any
merger or business combination approved by the Board of Directors of the Company
prior to an Acquiring Person's acquiring 10% or more of the Common Shares.
A copy of each of the Rights Agreement, First Amendment and the Second
Amendment is filed as an exhibit to this Registration Statement and incorporated
herein by reference. The foregoing description of the Rights does not purport to
be complete and is qualified in its entirety by reference to the Rights
Agreement, as amended by the First Amendment and the Second Amendment.
Item 2. Exhibits.
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Item 2 to the Registration Statement is hereby amended and
restated in its entirety as follows:
4.1 Rights Agreement, dated as of February 29, 1996, between
Offshore Logistics, Inc. and Chemical Mellon Shareholder
Services, L.L.C., as rights agent, which includes, as
exhibits thereto: (i) the form of the Certificate of
Designations of the Series A Junior Participating
Preferred Stock of the Company; (ii) the form of the
Right Certificate; and (iii) the Summary of Rights to
Purchase Preferred Shares (incorporated by reference to
Exhibit 4 to the Company's Registration Statement on
Form 8-A filed on March 6, 1996).
4.2 First Amendment to the Rights Agreement, dated as of May
6, 1997, between Offshore Logistics, Inc. and
ChaseMellon Shareholder Services, L.L.C. (formerly known
as Chemical Mellon Shareholder Services, L.L.C.) as
rights agent (incorporated by reference to Exhibit 5 to
the Company's Amendment No. 1 to its Registration
Statement on Form 8-A/A filed on May 7, 1997).
4.3 Second Amendment to the Rights Agreement, dated as of
January 10, 2003, between Offshore Logistics, Inc. and
Mellon Investor Services LLC (formerly known as
ChaseMellon Shareholder Services, L.L.C.) as rights
agent.*
* Filed herewith
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
OFFSHORE LOGISTICS, INC.
By: /s/ H. Eddy Dupuis
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Name: /s/ H. Eddy Dupuis
Title: Vice President, Chief Financial
Officer and Secretary
Dated: January 13, 2003
EXHIBIT LIST
No. Description
4.1 Rights Agreement, dated as of February 29, 1996, between
Offshore Logistics, Inc. and Chemical Mellon Shareholder
Services, L.L.C., as rights agent, which includes, as
exhibits thereto: (i) the form of the Certificate of
Designations of the Series A Junior Participating Preferred
Stock of the Company; (ii) the form of the Right
Certificate; and (iii) the Summary of Rights to Purchase
Preferred Shares (incorporated by reference to Exhibit 4 to
the Company's Registration Statement on Form 8-A filed on
March 6, 1996).
4.2 First Amendment to the Rights Agreement, dated as of May 6,
1997, between Offshore Logistics, Inc. and ChaseMellon
Shareholder Services, L.L.C. (formerly known as Chemical
Mellon Shareholder Services, L.L.C.) as rights agent
(incorporated by reference to Exhibit 5 to the Company's
Amendment No. 1 to its Registration Statement on Form 8-A/A
filed on May 7, 1997).
4.3 Second Amendment to the Rights Agreement, dated as of
January 10, 2003, between Offshore Logistics, Inc. and
Mellon Investor Services LLC (formerly known as ChaseMellon
Shareholder Services, L.L.C.) as rights agent.*
* Filed herewith.