UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Offshore Logistics, Inc.
(Name of Issuer)
Common Stock ($.01 par value)
(Title of Class of Securities)
676255 10 2
----------------------
(CUSIP Number)
Mr. Graeme P. Denison, Caledonia Investments plc, Cayzer House, 30 Buckingham
Gate, London England SWIE 6NN
(44-20-7802-8080)
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications)
December 4, 2002
(Date of Event which Requires Filing of Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 676255 10 2 13D Page 2 of 11 Pages
================================================================================
1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Caledonia Investments plc
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)[ ]
(b)[ ]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS (See Instructions)
Not applicable
--------------------------------------------------------------------------------
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)[ ]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
England
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF
SHARES - 0 -
---------------------------------------------
8) SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,752,754*
---------------------------------------------
9) SOLE DISPOSITIVE POWER
EACH
- 0 -
---------------------------------------------
REPORTING
10) SHARED DISPOSITIVE POWER
PERSON
WITH 1,752,754*
---------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,752,754*
--------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON (See Instructions)
CO
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*Includes 452,754 shares of Common Stock that the Reporting Person has a right
to acquire upon conversion of $10,350,000 of Convertible Subordinated Notes due
2003 (the "Notes") of the Issuer at an assumed conversion price of $22.86 per
share.
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CUSIP NO. 676255 10 2 13D Page 3 of 11 Pages
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1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
The Cayzer Trust Company Limited
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS (See Instructions)
Not applicable
--------------------------------------------------------------------------------
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
England
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF
- 0 -
--------------------------------------------
SHARES
8) SHARED VOTING POWER
BENEFICIALLY
1,752,754*
--------------------------------------------
OWNED BY
9) SOLE DISPOSITIVE POWER
EACH
- 0 -
--------------------------------------------
REPORTING
10) SHARED DISPOSITIVE POWER
PERSON
1,752,754*
WITH --------------------------------------------
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,752,754*
--------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
*Includes 452,754 shares of Common Stock that the Reporting Person has a right
to acquire upon conversion of $10,350,000 of Convertible Subordinated Notes due
2003 (the "Notes") of the Issuer at an assumed conversion price of $22.86 per
share.
CUSIP NO. 676255 10 2 13D Page 4 of 11 Pages
1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Caledonia Industrial and Services Limited
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS (See Instructions)
Not applicable
--------------------------------------------------------------------------------
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
England
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF
- 0 -
SHARES
--------------------------------------------
8) SHARED VOTING POWER
BENEFICIALLY
- 0 -
OWNED BY
--------------------------------------------
9) SOLE DISPOSITIVE POWER
EACH
- 0 -
REPORTING
--------------------------------------------
10) SHARED DISPOSITIVE POWER
PERSON
- 0 -
WITH
--------------------------------------------
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
--------------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
Schedule 13D
(Amendment No. 2)
Under the Securities and Exchange Commission Act of 1934
Introduction
As of December 4, 2002, Caledonia Industrial Services Ltd. ("CIS") is
no longer a direct or indirect beneficial owner of any Common Stock (as defined
below) of the Issuer (as defined below) following the sale to Caledonia (as
defined below) by CIS of all of its Common Stock in the Issuer, pursuant to the
terms and conditions of the Purchase Agreement (as defined below) discussed
under Item 4 and attached as Exhibit 3.
Item 1. Security and Issuer
This Statement relates to the common stock ($.01 par value) ("Common
Stock") of Offshore Logistics, Inc. (the "Issuer"). The principal executive
offices of the Issuer are located at 224 Rue de Jean, Lafayette, LA 70508.
Item 2. Identity and Background
The persons filing this Statement (the "Reporting Persons"), the
persons enumerated in Instruction C of Schedule 13D (the "Additional Persons")
and, where applicable, their respective places of organization, directors,
executive officers and controlling persons, and the information in respect of
such persons, are as follows:
(a) This Statement is filed by (i) Caledonia Investments plc
("Caledonia"), as the direct beneficial owner of the Common Stock previously
referenced on pages 2 through 4; and (ii) The Cayzer Trust Company Limited
("Cayzer Trust") as an indirect beneficial owner of the Common Stock given its
direct holdings of the securities of Caledonia (collectively all these entities
are the "Reporting Persons"). As of December 4, 2002, CIS ceased to be a
beneficial owner of Common Stock of the Issuer following the sale of its Common
Stock to Caledonia, which is discussed under Item 4 herein.
Caledonia is the direct beneficial holder of approximately 7.8% of the
outstanding Common Stock of the Issuer. Cayzer Trust holds 37.7% of the
outstanding common stock of Caledonia. Cayzer Trust may be deemed to control
Caledonia. Cayzer Trust disclaims beneficial ownership of the Common Stock of
the Issuer.
(b) The principal business address of each Reporting Person is Cayzer
House, 30 Buckingham Gate, London, England SWIE 6NN. The addresses of the
officers and directors of the Reporting Persons are set forth on Schedule A
hereto and are incorporated herein by reference.
Caledonia is an investment holding company.
Cayzer Trust is an investment holding company.
CIS is an investment holding company.
(c) Certain additional information about the officers and directors of
the Reporting Persons is set forth on Schedule A hereto and is incorporated
herein by reference.
(d) During the last five years, neither any Reporting Person nor any
Additional Persons, according to any of the Reporting Person's knowledge, have
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither any Reporting Person, nor any
of the Additional Persons, according to any of the Reporting Person's knowledge,
have been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Each Reporting Person is a corporation organized under the laws of
England. Each of the Additional Persons is a citizen of The United Kingdom.
Item 3. Source and Amount of Funds or Other Consideration
The source of the (pound)24,822,999.01 used by Caledonia to purchase
the 1,300,000 shares of Issuer Common Stock, the Certificated Notes (defined
below) and the Uncertificated Notes (defined below) was though a debt payable
from Caledonia to CIS. This debt equals the total purchase price of
(pound)24,822,999.01, and is payable by Caledonia to CIS upon written demand to
Caledonia at any time after December 4, 2002. The interest rate of the debt
payable is equal to LIBOR plus one percent, and shall accrue according to the
terms and conditions set forth in the Purchase Agreement (as defined below)
attached as Exhibit 3.
Item 4. Purpose of Transaction
On December 4, 2002, Caledonia and CIS entered into a purchase and sale
agreement ("Purchase Agreement") pursuant to which, and subject to the terms and
conditions thereof, Caledonia agreed to purchase from CIS:
(i) a total of 1,300,000 shares of the Issuer's Common Stock; and
(ii) $7,500,000 in certificated convertible promissory notes due in
2003 (the "Certificated Notes") issued by the Issuer; and
(iii) $2,850,000 in uncertificated convertible promissory notes due in
2003 (the "Uncertificated Notes") issued by the Issuer.
The Certificated Notes and the Uncertificated Notes are immediately
convertible into 452,754 shares of Issuer Common Stock (assuming full
conversion) at an assumed conversion price of $22.86 per share.
The total purchase price paid by Caledonia to CIS in the form of a debt
payable was (pound)24,822,999.01. The debt is payable upon demand by CIS to
Caledonia at any time after December 4, 2002. A copy of the Purchase Agreement
is attached hereto as Exhibit 3.
The summary of the transaction described above is qualified in its
entirety by reference to the Purchase Agreement, which is attached as an exhibit
hereto.
Other than as described above, the Reporting Person currently has no
plan or proposal which relates to or would result in any of the matters
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although
the Reporting Person reserves the right to develop such plans or proposals
consistent with applicable law.
Item 5. Interest in Securities of Issuer
(a) Caledonia is the direct beneficial owner of 1,752,754 shares of
Common Stock of the Issuer. This amount includes a right to require 452,754
shares of Common Stock upon conversion of the Certificated Notes and the
Uncertificated Notes due 2003 of the Issuer at an assumed conversion price of
$22.86 per share.
This holding represents approximately 7.8% of the total of 22,500,921
shares of Common Stock of the Issuer currently outstanding according to the
Issuer's report on Form 10-Q filed on November 14, 2002 ("Issuer 10-Q"). By
virtue of the relationships described in Item 2, Cayzer Trust may be deemed to
share indirect beneficial ownership of the shares of Common Stock of the Issuer
owned directly by Caledonia. Cayzer Trust disclaims all such beneficial
ownership.
As described herein, CIS is not a direct or indirect beneficial owner
of shares of Common Stock of the Issuer.
(b) Caledonia has the power to vote or direct the vote, and dispose or
direct the disposal of the shares of Common Stock of the Issuer.
(c) Other than the sale of shares of Common Stock of the Issuer by CIS
to Caledonia discussed under Items 3 and 4, there have been no transactions in
shares of Common Stock by any Reporting Person.
(d) Caledonia has the right to receive and the power to direct receipt
of dividends from the shares of Common Stock of the Issuer that it holds.
(e) On December 4, 2002, CIS ceased to be a beneficial owner of Common
Stock of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Under the terms of the Master Agreement dated December 12, 1996
among the Issuer, CIS, Caledonia and certain other persons (the "Master
Agreement") and the Supplemental Letter Agreement to the Master Agreement dated
December 19, 1996, CIS was given the right to designate two directors on the
Issuer's board of directors, provided that CIS had: (1) at least 1,000,000
shares of Common Stock of the Issuer or (2) at least 49% of the total
outstanding ordinary shares of Bristow Aviation Holdings Limited. If any
director appointed by CIS declined or was unable to serve on the Issuer's board
of director, the remaining CIS director had the right to designate another
person to serve.
CIS's right to appoint the two directors and all other rights, title,
benefits and interests of CIS under the Master Agreement and Supplemental Letter
Agreement were fully assigned to Caledonia pursuant to the terms of the
Assignment dated December 12, 2002, which is attached hereto as Exhibit 4. The
summary of the transactions and rights described above is qualified in its
entirety by reference to the Master Agreement, Supplemental Letter Agreement and
Assignment, which are attached as exhibits hereto.
Item 7. Material to Be Filed as Exhibits
Exhibits
--------
1* The Master Agreement dated December 12, 1996 is incorporated
by reference to Exhibit to a Current Report on Form 8-K filed
by Issuer with The Securities and Exchange Commission on
January 3, 1997.
2* Supplemental Letter Agreement dated December 19, 1996 to the
Master Agreement, previously filed with the Commission under
this Schedule 13D on April 23, 1997.
3 The Purchase Agreement between Caledonia and CIS, dated
December 4, 2002.
4 Assignment from CIS to Caledonia dated December 12, 2002.
-------------
* Previously filed.
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 16, 2002 CALEDONIA INVESTMENTS PLC
By: /s/ Graeme P. Denison
---------------------------------
Name: Graeme P. Denison
-------------------------------
Title: Company Secretary
------------------------------
December 16, 2002 THE CAYZER TRUST COMPANY LIMITED
By: /s/ J. I. Mehrtens
---------------------------------
Name: J. I. Mehrtens
-------------------------------
Title: Director
------------------------------
December 16, 2002 CALEDONIA INDUSTRIAL & SERVICES LIMITED
By: /s/ Graeme P. Denison
---------------------------------
Name: Graeme P. Denison
-------------------------------
Title: Company Secretary
------------------------------
Attention. Intentional misstatements or omissions of fact constitute
federal criminal violations (see U.S.C. 1001).
Schedule A to Schedule 13D
(i) Directors and Executive Officers of Caledonia Investments plc
Principal
Name Residence Occupation Citizenship
C. M. Allen-Jones Beacon House Retired United Kingdom
Arkesden
Nr. Saffron Walden
Essex
CB11 4HF
England
Peter N. Buckley 6 Albert Place Chairman, United Kingdom
London Caledonia Investments plc
W8 5PD
England
J. Burnett-Stuart Ardmeallie House Retired United Kingdom
Huntly
Aberdeenshire
AB5 7RS, Scotland
J. H. Cartwright Rectory Meadow Finance Director, United Kingdom
Hawthorn Place, Penn Caledonia Investments plc
Buckinghamshire
HP10 8EH
England
Hon. C. W. Cayzer Finstock Manor Executive Director, United Kingdom
Finstock Caledonia Investments plc
Oxfordshire
OX7 3DG
England
M. E. T. Davies Admington Hall Chairman, United Kingdom
Shipston-on-Stour Thornhill Holdings Ltd.
Warwickshire
CV36 4JN
England
Principal
Name Residence Occupation Citizenship
G. P. Denison 16 Highfield Road Company Secretary, United Kingdom
Hertford Caledonia Investments plc
Hertfordshire
SG13 8BH
England
T. C. W. Ingram 6 Ranelagh Avenue Chief Executive, United Kingdom
London Caledonia Investments plc
SWG 3PJ
England
Sir David Kinloch 29 Walpole Street Deputy Chief Executive, United Kingdom
London, Caledonia Investments plc
SW3 4QS
England
J. R. H. Loudon Olantigh Company Director United Kingdom
Wye
Ashford
Kent, England
TN25 5EW
M. G. Wyatt Pippin Park Non-executive director, United Kingdom
Lidgate, Newmarket Caledonia Investments plc
Suffolk
CB8 9PP, England
(ii) Directors and Executive Officers of The Cayzer Trust Company Limited
Name Residence Principal Occupation Citizenship
Peter N. Buckley 6 Albert Place Chairman, Caledonia Investments United Kingdom
London plc
W8 5PD
England
Hon. C. W. Cayzer Finstock Manor Executive Director, United Kingdom
Finstock Caledonia Investments plc
Oxfordshire
OX7 3DG
England
J. I. Mehrtens 51 Oxenden Wood Road Director and United Kingdom
Chelsfield Park Company Secretary,
Orpington, The Cayzer Trust Company Limited
Kent BR6 6HP
England
M. G. Wyatt Pippin Park Non-executive director, United Kingdom
Lidgate, Newmarket Caledonia Investments plc
Suffolk
CB8 9PP
England
P. R. Davies No. 6 Belvedere House Lawyer United Kingdom
Priory Road, Sunningdale,
Berkshire SL5 9RH
England
I. A. Leeson Eaton House Chartered Accountant United Kingdom
7 Eaton Park
Cobham
Surrey KT11 2JF
England
Hon. Mrs. Gilmour Flat 8 Art Historian United Kingdom
62 Rutland Gate
London SW7 1PJ
England