sv3asr
As filed with the Securities and Exchange Commission on June
9, 2008
Registration
No. 333-
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
BRISTOW GROUP INC.
(Exact Name of Registrant as
Specified in Its Charter)
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Delaware
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72-0679819
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(State or Other Jurisdiction
of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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2000 W. Sam Houston
Pkwy. S.,
Suite 1700
Houston, Texas 77042
(713) 267-7600
(Address, including zip code,
and telephone number, including area code, of registrants
principal executive offices)
Randall A. Stafford
Vice President and General
Counsel,
Corporate Secretary
2000 W. Sam Houston
Pkwy. S.,
Suite 1700
Houston, Texas 77042
(713) 267-7600
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copy to:
John D. Geddes
Baker Botts L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002
(713) 229-1234
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Jurisdiction of
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I.R.S. Employer
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Exact Name of Additional Registrants
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Incorporation/Organization
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Identification Number
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Air Logistics, L.L.C.
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Louisiana
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72-1412904
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Air Logistics of Alaska, Inc.
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Alaska
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92-0048121
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Airlog International, Ltd.
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Delaware
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72-0679819
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Approximate date of commencement of proposed sale to the
public: From time to time after this registration
statement becomes effective.
If the only securities being registered on this Form are to be
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) 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. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated
filer o
(Do not check if a smaller reporting company)
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Smaller reporting
company o
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of
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Amount to be Registered/Proposed Maximum Aggregate
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Securities to be Registered
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Offering Price/Amount of Registration Fee(1)(2)
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Debt Securities
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Common Stock, par value $0.01 per share(2)
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Preferred Stock, par value $0.01 per share
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Warrants
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Guarantees of Debt Securities(3)
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(1)
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There is being registered hereunder
such indeterminate number or amount of debt securities, common
stock, preferred stock, warrants and guarantees of debt
securities as may from time to time be issued at indeterminate
prices and as may be issuable upon conversion, redemption,
exchange, exercise or settlement of any securities registered
hereunder, including under any applicable antidilution
provisions. Any securities registered hereunder may be sold
separately or with other securities registered hereunder. In
accordance with Rules 456(b) and 457(r) under the
Securities Act of 1933, as amended, the registrant is deferring
payment of all of the registration fee.
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(2)
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Each share of our common stock
includes an associated Preferred Share Purchase Right.
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(3)
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Air Logistics, L.L.C., Air
Logistics of Alaska, Inc. and Airlog International, Ltd. may
fully and unconditionally guarantee any series of debt
securities of Bristow Group Inc. Pursuant to Rule 457(n),
no separate fee is payable with respect to the guarantees of the
debt securities being registered.
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Prospectus
Bristow Group Inc.
Senior Debt Securities
Subordinated Debt Securities
Common Stock
Preferred Stock
Warrants
Guarantees of Debt Securities
We may offer and sell the securities listed above from time to
time in one or more classes or series and in amounts, at prices
and on terms that we will determine at the time of the offering.
Any debt securities we issue under this prospectus may be
guaranteed by Air Logistics, L.L.C., Air Logistics of Alaska,
Inc. and Airlog International, Ltd., our wholly owned
subsidiaries.
We will provide the specific terms of the securities in
supplements to this prospectus. You should read this prospectus
and any supplement carefully before you invest.
Our common stock is listed on the New York Stock Exchange under
the symbol BRS.
You should consider carefully the risk factors on page 2
of this prospectus and in any applicable prospectus supplement
before purchasing any of our securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is June 9, 2008.
Table of
Contents
About
This Prospectus
This prospectus is part of a registration statement that we have
filed with the U.S. Securities and Exchange Commission
(SEC) using a shelf registration
process. Using this process, we may offer any combination of the
securities described in this prospectus in one or more
offerings. This prospectus provides you with a general
description of the securities we may offer. Each time we use
this prospectus to offer securities, we will provide a
prospectus supplement and, if applicable, a pricing supplement
that will describe the specific terms of the offering. The
prospectus supplement and any pricing supplement may also add
to, update or change the information contained in this
prospectus. If there is any inconsistency between the
information in this prospectus and any prospectus supplement,
you should rely on the information in the prospectus supplement.
Please carefully read this prospectus, the prospectus supplement
and any pricing supplement, in addition to the information
contained in the documents we refer to under the heading
Where You Can Find More Information.
You should rely only on the information contained in or
incorporated by reference into this prospectus, the prospectus
supplement and any pricing supplement. We have not authorized
anyone to provide you with different information. You should
assume that the information appearing in or incorporated by
reference into this prospectus, any prospectus supplement and
any pricing supplement is accurate only as of the date on its
cover page and that any information we have incorporated by
reference is accurate only as of the date of the document
incorporated by reference. Our business, financial condition,
results of operations and prospects may have changed since such
dates.
i
Bristow
Group Inc.
We are the leading provider of helicopter services to the
worldwide offshore energy industry based on the number of
aircraft operated. We are one of two helicopter service
providers to the offshore energy industry with global
operations. We have operations in most of the major offshore oil
and gas producing regions of the world, including in the North
Sea, the U.S. Gulf of Mexico, Nigeria and Australia. We
have a long history in the helicopter services industry through
Bristow Helicopters Ltd. and Offshore Logistics, Inc., having
been founded in 1955 and 1969, respectively.
We provide helicopter services to a broad base of major,
independent, international and national energy companies.
Customers charter our helicopters to transport personnel between
onshore bases and offshore platforms, drilling rigs and
installations. A majority of our helicopter revenue is
attributable to oil and gas production activities, which have
historically provided a more stable source of revenue than
exploration and development related activities. Additionally,
our Global Training division is approved to provide helicopter
flight training to the commercial pilot and flight instructor
level by both the U.S. Federal Aviation Administration and
the European Joint Aviation Authority. The Global Training
division supports, coordinates, standardizes, and in the case of
the Bristow Academy schools, directly manages our flight
training activities.
We use the pronouns we, our and
us and the terms Bristow Group and the
Company to refer collectively to Bristow Group Inc.
and its consolidated subsidiaries and affiliates, unless the
context indicates otherwise. We also own interests in other
entities that we do not consolidate for financial reporting
purposes, which we refer to as unconsolidated affiliates, unless
the context indicates otherwise. Bristow Group, Bristow Aviation
Holdings Limited, its consolidated subsidiaries and affiliates,
and the unconsolidated affiliates are each separate
corporations, limited liability companies or other legal
entities, and our use of the terms we,
our and us does not suggest that we have
abandoned their separate identities or the legal protections
given to them as separate legal entities. The term
you refers to a prospective investor.
Our principal executive offices are located at
2000 W. Sam Houston Pkwy. S., Suite 1700,
Houston, Texas, 77042. Our telephone number is
(713) 267-7600.
Our website address is www.bristowgroup.com. Information
contained on our website does not constitute part of this
prospectus.
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Risk
Factors
An investment in our securities involves risks. You should
carefully consider all of the information contained in or
incorporated by reference in this prospectus and other
information which may be incorporated by reference in this
prospectus or any prospectus supplement as provided under
Where You Can Find More Information, including the
risks described under Risk Factors and
Managements Discussion and Analysis of Financial
Condition and Results of Operations in our Annual Reports
on
Form 10-K
and our Quarterly Reports on
Form 10-Q.
This prospectus also contains forward-looking statements that
involve risks and uncertainties. Please read
Forward-Looking Statements. Our actual results could
differ materially from those anticipated in the forward-looking
statements as a result of certain factors, including the risks
described elsewhere in this prospectus or any prospectus
supplement and in the documents incorporated by reference into
this prospectus or any prospectus supplement. If any of these
risks occur, our business, financial condition or results of
operations could be adversely affected. Additional risks not
currently known to us or that we currently deem immaterial may
also have a material adverse effect on us.
Forward-Looking
Statements
This prospectus and the documents incorporated by reference in
this prospectus contain forward-looking statements
within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements are statements about our future
business, strategy, operations, capabilities and results; use of
proceeds; financial projections; plans and objectives of our
management; expected actions by us and by third parties,
including our 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; however, all statements in this prospectus, other
than statements of historical fact or historical financial
results are forward-looking statements.
Our forward-looking statements reflect our views and assumptions
on the date we are filing this prospectus regarding future
events and operating performance. We believe that they are
reasonable, but they involve known and unknown risks,
uncertainties and other factors, many of which may be beyond our
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.
Factors that could cause our forward-looking statements to be
incorrect and actual events or our actual results to differ from
those that are anticipated include all of the following:
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the risks and uncertainties described under Risk
Factors in this prospectus, in any prospectus supplement
and in the Risk Factors and other sections of the
documents that we incorporated by reference into this
prospectus, including our Annual Reports on
Form 10-K
and Quarterly Reports on
Form 10-Q
and in our other reports filed with the SEC;
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the level of activity in the oil and natural gas industry is
lower than anticipated;
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production-related activities become more sensitive to variances
in commodity prices;
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the major oil companies do not continue to expand
internationally;
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market conditions are weaker than anticipated;
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we are unable to acquire additional aircraft due to limited
availability;
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we are not able to re-deploy our aircraft to regions with the
greater demand;
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we do not achieve the anticipated benefit of our fleet capacity
expansion program;
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the outcome of the United States Department of Justice
(DOJ) investigation relating to our internal review
of Foreign Corrupt Practices Act and other matters, which is
ongoing, has a greater than anticipated financial or business
impact; and
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the outcome of the DOJ antitrust investigation, which is
ongoing, has a greater than anticipated financial or business
impact.
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2
All forward-looking statements in this prospectus are qualified
by these cautionary statements and are only made as of the date
of this prospectus. We do not undertake any obligation, other
than as required by law, to update or revise any forward-looking
statements, whether as a result of new information, future
events or otherwise.
Use of
Proceeds
Unless we inform you otherwise in the prospectus supplement, the
net proceeds from the sale of the securities will be used for
general corporate purposes, including:
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helicopter purchases,
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acquisitions,
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working capital,
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capital expenditures,
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repayment or refinancing of debt, and
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repurchases and redemptions of securities.
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Pending any specific application, we may initially invest funds
in short-term marketable securities or apply them to the
reduction of other short-term indebtedness.
Ratio of
Earnings to Fixed Charges and Earnings to Combined Fixed Charges
and
Preferred Stock Dividends
The following table sets forth our consolidated ratio of
earnings to fixed charges and ratio of earnings to combined
fixed charges and preferred stock dividends for the periods
indicated:
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Fiscal Year Ended March 31,
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2004
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2005
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2006
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2007
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2008
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Ratio of Earnings to Fixed Charges
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4.1
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x
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5.0
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x
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4.3
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x
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5.4
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x
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4.5
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x
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Ratio of Earnings to Combined Fixed Charges and Preferred Stock
Dividends
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4.1
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x
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5.0
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x
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4.3
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x
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3.7
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x
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3.2
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x
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For purposes of this table, earnings are defined as
income from continuing operations before provision for income
taxes and minority interest, undistributed earnings of
unconsolidated equity affiliates, amortization of capitalized
interest and fixed charges, less capitalized interest.
Fixed charges consist of interest (whether expensed
or capitalized), amortization of debt issuance costs, and the
estimated interest portion of rental expense deemed to be
representative of interest.
Description
of Debt Securities
The debt securities will be senior debt securities or
subordinated debt securities. We will describe in a supplement
to this prospectus the specific terms of each series of debt
securities being offered, including the terms, if any, on which
a series of debt securities may be convertible into or
exchangeable for our common stock, preferred stock or other debt
securities and the name of the trustee under the applicable
indenture. The debt securities will be issued under a senior
indenture or a subordinated indenture. The forms of these
indentures are filed as exhibits to the registration statement
of which this prospectus forms a part. The statements and
descriptions in this prospectus or in any prospectus supplement
regarding provisions of the indentures and debt securities are
summaries thereof, do not purport to be complete and are subject
to, and are qualified in their entirety by reference to, all of
the provisions of the indentures (and any amendments or
supplements we may enter into from time to time which are
permitted under each indenture) and the debt securities,
including the definitions therein of certain terms.
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Unless otherwise specified in a prospectus supplement, the debt
securities will be direct unsecured obligations of Bristow Group
Inc. The senior debt securities will rank equally with any of
our other senior and unsubordinated debt. The subordinated debt
securities will be subordinate and junior in right of payment to
any senior indebtedness. The indentures do not limit the
aggregate principal amount of debt securities that we may issue
and provide that we may issue debt securities from time to time
in one or more series, in each case with the same or various
maturities, at par or at a discount. Unless indicated in a
prospectus supplement, we may issue additional debt securities
of a particular series without the consent of the holders of the
debt securities of such series outstanding at the time of the
issuance. Any such additional debt securities, together with all
other outstanding debt securities of that series, will
constitute a single series of debt securities under the
applicable indenture.
Description
of Guarantees of the Debt Securities
If specified in the applicable prospectus supplement, one or
more of our subsidiaries Air Logistics, L.L.C., Air Logistics of
Alaska, Inc. or Airlog International, Ltd. will guarantee the
debt securities. The particular terms of any guarantee will be
described in the related prospectus supplement.
Description
of Capital Stock
The following description of our common stock, our preferred
stock, our certificate of incorporation, as amended, our amended
and restated bylaws and our stockholder rights agreement, as
amended, are summaries thereof and are qualified by reference to
our certificate of incorporation, as amended, our amended and
restated bylaws and rights agreement, as amended. For more
detail, please see our certificate of incorporation and the
amendments thereto, our amended and restated bylaws and our
rights agreement, as amended, and the amendments thereto, each
of which is incorporated herein by reference.
General
We are authorized to issue 90,000,000 shares of common
stock, par value $.01 per share, 8,000,000 shares of
preferred stock, par value $.01 per share, of which
1,000,000 shares have been designated as Series A
Junior Participating Preferred Stock and 4,600,000 shares
have been designated as 5.50% Mandatory Convertible Preferred
Stock. We are authorized to issue capital stock in certificated
or uncertificated form.
Common
Stock
Holders of our common stock are entitled to one vote per share
on all matters submitted to a vote of stockholders. Our common
stock has non cumulative voting rights, meaning that the holders
of more than 50% of the voting power of the shares voting for
the election of directors can elect 100% of the directors if
they choose to do so. In such event, the holders of the
remaining less-than-50% of the voting power of the shares voting
for the election of directors will not be able to elect any
directors. Subject to any preferential rights of any outstanding
shares of preferred stock, the holders of the common stock are
entitled to such dividends as may be declared from time-to-time
at the discretion of the board of directors out of funds legally
available therefore. Holders of common stock are entitled to
share ratably in our net assets upon liquidation after payment
or provision of all liabilities and any preferential liquidation
rights of any preferred stock then outstanding. The holders of
common stock have no preemptive rights to purchase additional
shares of our capital stock. Shares of common stock are not
subject to any redemption or sinking fund provisions and are not
convertible into any other of our securities. Our common stock
is subject to certain restrictions and limitations on ownership
by
non-U.S. citizens.
See Certificate of Incorporation and
Bylaws Foreign Ownership.
BNY Mellon Shareowner Services is the registrar and transfer
agent for our common stock. Our common stock is listed on the
New York Stock Exchange under the symbol BRS.
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Preferred
Stock
The rights of holders of common stock are subject to the rights
of holders of any preferred stock. Our board of directors is
empowered, without approval of the stockholders, to cause shares
of preferred stock to be issued in one or more series, with the
number of shares of each series and the rights, preferences and
limitations of each series to be determined by it.
Among the specific matters that may be determined by the board
of directors, and may be included in any prospectus supplement
relating to any series of preferred stock we are offering, are
the following:
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the number of shares that shall constitute any such series and
whether the number of shares may be increased or decreased by
action of our board of directors;
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whether the shares of any such series shall be convertible into
or exchangeable for shares of stock of any other class or
classes or shares of any other series of the same class;
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the price or prices, or the rate or rates, of conversion if our
board of directors determines that the shares of any such series
shall be convertible;
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any limitations or restrictions to be effective while any shares
of any such series are outstanding upon the payment of dividends
or the making of other distributions or upon the acquisition in
any manner by the company or any of our subsidiaries of any of
the shares of the companys common, preferred, or other
class or classes of stock;
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any conditions or any restrictions upon the creation of
indebtedness of the company or any of our subsidiaries or upon
the issuance of any additional stock of any kind while the
shares of any series are outstanding;
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the annual rate of dividends, if any, payable on the shares of
any such series and the conditions upon which such dividends
shall be payable;
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whether dividends, if authorized, shall be cumulative and, if
so, the date from which such dividends shall be cumulative;
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voting rights, if any;
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when and at what price or prices (whether in cash or in
debentures of the company) the shares of any such series shall
be redeemable or, at the option of the company, exchangeable or
both;
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whether the shares of any such series shall be subject to the
operation of any purchase, retirement or sinking fund or funds
and, if so, the terms and provisions relative to the operation
of any such fund or funds; and
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the amount payable on the shares of any such series in the event
of voluntary liquidation, dissolution or winding up of the
affairs of the company; and any other powers, preferences and
relative, participating, option and other special rights, and
any qualifications, limitations and restrictions thereof.
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Our board of directors may change the designation, rights,
preferences, descriptions and terms of, and the number of shares
in, any series of which no shares thereof have been issued. We
will file the form of preferred stock with the SEC before
issuance, and you should read the form of preferred stock for
provisions that may be important to you. Our preferred stock is
subject to certain restrictions and limitations on ownership by
non-U.S. citizens.
See Certificate of Incorporation and
Bylaws Foreign Ownership.
The issuance of preferred stock, while providing us with
flexibility in connection with possible acquisitions and other
corporate purposes, could reduce the relative voting power of
holders of our common stock. It could also affect the likelihood
that holders of our common stock will receive dividend payments
and payments upon liquidation.
The issuance of shares of preferred stock, or the issuance of
rights to purchase shares of preferred stock, could be used to
discourage an attempt to obtain control of our company. For
example, if, in the exercise of its fiduciary obligations, our
board of directors were to determine that a takeover proposal
was not in the best
5
interest of our stockholders, the Board could authorize the
issuance of a series of preferred stock containing class voting
rights that would enable the holder or holders of this series to
prevent a change of control transaction or make it more
difficult. Alternatively, a change of control transaction deemed
by the Board to be in the best interest of our stockholders
could be facilitated by issuing a series of preferred stock
having sufficient voting rights to provide a required percentage
vote of the stockholders.
5.50%
Mandatory Convertible Preferred Stock
The following is a summary of certain provisions of the
certificate of designations for the 4,600,000 shares of
5.50% Mandatory Convertible Preferred Stock issued in a public
offering in September and October 2006 for net proceeds of
$222.6 million.
Conversion. Unless converted earlier pursuant
to the terms discussed below, on September 15, 2009, the
5.50% Mandatory Convertible Preferred Stock will convert into
common stock based on the following conversion rates:
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Market Value of
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Number of Shares of
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Total Number of Shares of
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Common Stock on
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Common Stock Issued
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Common Stock Issued
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September 15,
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for Each Share of
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for 4,600,000 Shares of
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2009
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Preferred Stock
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Preferred Stock
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$35.26 or less
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1.4180
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6,522,800
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Between $35.26 and $43.19
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1.4180 to 1.1577
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6,522,799 to 5,324,961
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$43.19 or greater
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1.1576
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5,324,960
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The Market Value of our common stock is the
average of the closing price per share of our common stock on
each of the 20 consecutive trading days ending on the third
trading day immediately preceding the mandatory conversion date.
Each share of 5.50% Mandatory Convertible Preferred Stock is
convertible at the holders option at any time into
approximately 1.1576 shares of our common stock based on a
conversion price of $43.19 per share, subject to specified
adjustments; however, upon such optional conversion of 5.50%
Mandatory Convertible Preferred Stock, we will make no payment
of any future dividends. If, at any time prior to the mandatory
conversion date, the closing price per share of our common stock
exceeds $64.785, subject to anti-dilution requirements, for at
least 20 days within a period of 30 consecutive trading
days, we may elect to cause the conversion of all of the 5.50%
Mandatory Convertible Preferred Stock then outstanding at the
conversion rate of 1.1576 shares of common stock (or a
total of 5,324,960 shares of common stock upon conversion
of 4,600,000 shares of 5.50% Mandatory Convertible
Preferred Stock), subject to specified adjustments including
payment of unpaid future dividends. There are also conversion
and other requirements applicable upon the cash acquisition of
our company.
Dividends. Annual cumulative cash dividends of
$2.75 per share of 5.50% Mandatory Convertible Preferred Stock
are payable quarterly on the fifteenth day of each March, June,
September and December. Holders of the 5.50% Mandatory
Convertible Preferred Stock on the mandatory conversion date
will have the right to receive the dividend due on such date
(including any accrued, cumulated and unpaid dividends), whether
or not declared, to the extent we are legally permitted to pay
such dividends at such time.
Ranking. With respect to both dividend rights
and rights upon liquidation,
winding-up
or dissolution, the 5.50% Mandatory Convertible Preferred Stock
will rank senior to all classes of common stock of the company
and the Series A Junior Participating Preferred Stock and
each other class of capital stock or series of preferred stock
established subsequently unless provided otherwise by our board
of directors. The 5.50% Mandatory Convertible Preferred Stock
will rank junior to, or on parity with, any class of capital
stock or series of preferred stock established subsequently by
our board of directors, the terms of which expressly provide
that such class or series will rank senior to, or on parity
with, as applicable, the 5.50% Mandatory Convertible Preferred
Stock.
Voting. The shares of the 5.50% Mandatory
Convertible Preferred Stock shall have no voting rights except
as required by Delaware law from time to time or as follows:
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upon a Voting Rights Triggering Event, which is
generally defined as our failure to pay dividends on the 5.50%
Mandatory Convertible Preferred Stock with respect to six or
more dividend periods, the
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5.50% Mandatory Convertible Preferred Stock, voting as a single
class with any other securities on parity with similar voting
rights (the Voting Rights Class), will be entitled
to elect two additional directors of our company;
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we shall not, without the affirmative vote or consent of the
holders of at least
662/3%
of the voting power of the outstanding 5.50% Mandatory
Convertible Preferred Stock and the Voting Rights Class, create,
authorize or issue any class of series of securities senior
thereto; and
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we shall not, without the affirmative vote or consent of the
holders of at least
662/3%
of the voting power of the outstanding 5.50% Mandatory
Convertible Preferred Stock, amend, alter or repeal any of the
provisions of our certificate of incorporation or any
certificate of designation that would adversely affect the
rights, preferences or voting powers of the 5.50% Mandatory
Convertible Preferred Stock.
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In exercising any voting rights, each share of 5.50% Mandatory
Convertible Preferred Stock shall be entitled to one vote.
Certificate
of Incorporation and Bylaws
Stockholder
Meetings
Our bylaws provide that special meetings of our stockholders may
be called only by our president or by a resolution of our
directors.
Certain
Limitations on Stockholder Actions
Our bylaws also impose some procedural requirements on
stockholders who wish to:
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make nominations in the election of directors;
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propose that a director be removed;
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propose any repeal or change in our bylaws; or
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propose any other business to be brought before an annual or
special meeting of stockholders.
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In order to bring a proposal before an annual meeting of
stockholders, our bylaws require that a stockholder deliver
timely notice of a proposal pertaining to a proper subject for
presentation at the meeting to our corporate secretary
containing the following information:
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a description of the business or nomination to be brought before
the meeting and the reasons for conducting such business at the
meeting;
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any material interest of the stockholder in the proposal and the
beneficial owner, if any, on whose behalf the proposal is made;
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the name, address and number of shares owned beneficially and of
record by the stockholder or the beneficial owner on whose
behalf the nomination or proposal is being made, if any; and
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with respect to each person nominated for election to our board
of directors, all information relating to such person that is
required to be disclosed in proxy statements with respect to the
election of directors by Section 14A of the Exchange Act
and the related rules of the SEC.
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Our bylaws provide that only such business may be conducted at a
special meeting of stockholders as has been brought before the
meeting by the companys notice of meeting. Nominations of
persons for election to our board of directors may be made at a
special meeting by our board of directors or, provided that our
board has determined that directors shall be elected at such
meeting, by our stockholders. In order to nominate a person for
election to our board of directors at a special meeting of
stockholders, a stockholder must deliver timely notice of such
nomination to our corporate secretary. Such notice must contain
the information described above with respect to notices of
nomination of persons for election to our board of directors at
annual meetings of stockholders.
7
To be timely, a stockholder must generally deliver notice:
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in connection with an annual meeting of stockholders, not
earlier than the close of business on the 90th day prior to
and not later than the close of business on the 60th day
prior to the first anniversary of the preceding years
annual meeting. However, if the date of the annual meeting is
more than 30 days before or more than 60 days after
such anniversary date, notice is required not earlier than the
90th day prior to such annual meeting and not later than
the later of the 60th day prior to the annual meeting or
the 10th day following the day on which we first publicly
announce the date of such meeting; or
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in connection with the election of a director at a special
meeting of stockholders, not earlier than the close of business
on the 90th day prior to and not later than the close of
business on the later of the 60th day prior to such special
meeting or the 10th day following the day on which we first
publicly announce the date of such meeting.
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Limitation
of Liability of Directors
Our certificate of incorporation provides that no director will
be personally liable to us or our stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability as a result of any of the following:
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any breach of the directors duty of loyalty to our company
or our stockholders;
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any act or omission not in good faith or which involved
intentional misconduct or a knowing violation of law;
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unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware
General Corporation Law; and
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any transaction from which the director derived an improper
personal benefit.
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As a result, neither we nor our stockholders have the right,
through stockholders derivative suits on our behalf, to
recover monetary damages against a director for breach of
fiduciary duty as a director, including breaches resulting from
grossly negligent behavior, except in the situations described
above. Furthermore, our certificate of incorporation provides
that, if the Delaware General Corporation Law is amended to
authorize corporate action further limiting or eliminating the
personal liability of directors, then the liability of our
directors shall be limited or eliminated to the extent permitted
by the Delaware General Corporation Law, as then amended.
Our bylaws provide that, to the fullest extent permitted by law,
we will indemnify any officer or director of our company against
all expenses (including attorneys fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
and arising out of the fact that the person is or was our
director or officer, or served any other enterprise at our
request as a director or officer. We will pay such expenses in
advance of the final disposition of such action only when we
receive an undertaking to repay such amounts if it is ultimately
determined that the person is not entitled to be indemnified by
us. Amending this provision will not reduce our indemnification
obligations relating to actions taken before an amendment. We
have entered into indemnification agreements with each of our
directors that provide that we will indemnify the indemnitee
against, and advance certain expenses relating to, liabilities
incurred in the performance of such indemnitees duties on
our behalf to the fullest extent permitted under Delaware law
and our bylaws.
Foreign
Ownership
We are subject to the Federal Aviation Act, under which our
aircraft may be subject to deregistration, and we may lose our
ability to operate within the United States, if persons other
than citizens of the United States should come to own or control
more than 25% of our voting interest. Consistent with the
requirements of the Federal Aviation Act, our certificate of
incorporation, as amended, provides that persons or entities
that are not citizens of the United States (as
defined in the Federal Aviation Act) shall not collectively own
or control more than 25% of the voting power of our outstanding
capital stock (the Permitted Foreign Ownership
Percentage) and that, if at any time persons that are not
citizens of the United States nevertheless collectively
8
own or control more than the Permitted Foreign Ownership
Percentage, the voting rights of our outstanding voting capital
stock in excess of the Permitted Foreign Ownership Percentage
owned by certain stockholders who are not citizens of the United
States shall automatically be suspended. These voting rights
will be suspended in reverse chronological order by date of
registry until the number of voting shares held by persons that
are not citizens of the United States is less than or equal to
the Permitted Foreign Ownership Percentage. Our certificate of
incorporation, as amended, further authorizes us to redeem any
such suspended shares to the extent necessary for us to comply
with any present or future requirements of the Federal Aviation
Act.
Stockholder
Rights Plan
We adopted the Rights Plan on February 9, 1996. The Rights
Plan was amended in May 1997, January 2003 and February 2006.
The Rights Plan is designed to assure that our stockholders
receive fair and equal treatment in the event of any proposed
takeover of our company and to guard against partial tender
offers, squeeze-outs, open market accumulations and other
abusive tactics to gain control without paying all stockholders
a fair price. The Rights Plan was not adopted in response to any
specific takeover proposal.
The following is a description of the terms of the preferred
share purchase rights (the Rights) as set forth in
the Rights Agreement, as amended to the date of this prospectus.
This description is only a summary, and is not complete, and
should be read together with the Rights Plan and each amendment
thereto, each of which has been filed as an exhibit to the
registration statement of which this prospectus is a part.
On February 8, 1996, our board of directors declared a
dividend of one Right for each share of our common stock. The
dividend distribution was made on February 29, 1996 to
stockholders of record on that date. Each Right entitles the
registered holder to purchase from us one one-hundredth of a
share of Series A Junior Participating Preferred Stock, par
value $.01 per share (the Preferred Shares), of our
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 (1) 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 our outstanding
common stock or (2) 10 business days (or such later date as
may be determined by action of our 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, the consummation of which would result in the beneficial
ownership by a person or group of 10% or more of our outstanding
common stock (the earlier of such dates being called the
Distribution Date), the Rights will be evidenced,
with respect to any of the common stock share certificates
outstanding as of the Record Date, by such common stock share
certificate with a copy of the Summary of Rights attached
thereto. Notwithstanding the foregoing, certain institutional
investors are permitted to acquire and hold no more than 12.5%
of our outstanding common stock without becoming an Acquiring
Person, provided that the common stock is held in the ordinary
course of the investors business and not with the purpose
nor with the effect of changing or influencing the control of
our 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 shares of common stock.
Until the Distribution Date (or earlier redemption or expiration
of the Rights), new common stock share certificates issued after
the Record Date upon transfer or new issuance of shares of
common stock 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 shares of common stock
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
shares of common stock 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
shares of our common stock 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, 2009 (the Final
Expiration Date), unless the Final Expiration Date is
extended or unless the Rights are earlier redeemed or exchanged
by us, in each case, as described below.
9
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 (1) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred
Shares, (2) 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
(3) 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 shares of common stock or a stock dividend on
shares of our common stock payable in shares of common stock or
subdivisions, consolidations or combinations of shares of our
common stock 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 share of our common stock. In the event of
liquidation, the holders of the Preferred Shares will be
entitled 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 share of our common stock. Each
Preferred Share will have 100 votes, voting together with the
shares of our common stock. Finally, in the event of any merger,
consolidation or other transaction in which shares of our common
stock are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per share of our common
stock. 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 share
of our common stock.
In the event that we are acquired in a merger or other business
combination transaction or 50% or more of our 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 shares of our common stock 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 shares of our common stock, our
board of directors 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 share of our
common stock, or one one-hundredth of a Preferred Share (or of a
share of a class or series of our 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 our election, 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 shares of our common stock, the board
of directors may redeem
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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 our 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 our board of directors
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 (1) the sum of .001% and the
largest percentage of the outstanding shares of common stock
then known to us to be beneficially owned by any person or group
of affiliated or associated persons and (2) 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.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of our 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 our company in a manner or on terms not approved by our
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 our board of
directors prior to an Acquiring Persons acquiring 10% or
more of the shares of our common stock.
Delaware
Business Combination Statute
We have elected to be subject to Section 203 of the
Delaware General Corporation Law, which regulates corporate
acquisitions. Section 203 prevents an interested
stockholder, which is defined generally as a person owning
15% or more of a corporations voting stock, or any
affiliate or associate of that person, from engaging in a broad
range of business combinations with the corporation
for three years after becoming an interested stockholder unless:
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the board of directors of the corporation had previously
approved either the business combination or the transaction that
resulted in the stockholders becoming an interested
stockholder;
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upon completion of the transaction that resulted in the
stockholders becoming an interested stockholder, that
person owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, other than
statutorily excluded shares; or
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following the transaction in which that person became an
interested stockholder, the business combination is approved by
the board of directors of the corporation and holders of at
least two-thirds of the outstanding voting stock not owned by
the interested stockholder.
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Under Section 203, the restrictions described above also do
not apply to specific business combinations proposed by an
interested stockholder following the announcement or
notification of designated extraordinary transactions involving
the corporation and a person who had not been an interested
stockholder during the previous three years or who became an
interested stockholder with the approval of a majority of the
corporations directors, if such extraordinary transaction
is approved or not opposed by a majority of the directors who
were directors prior to any person becoming an interested
stockholder during the previous three years or were recommended
for election or elected to succeed such directors by a majority
of such directors.
Section 203 may make it more difficult for a person who
would be an interested stockholder to effect various business
combinations with a corporation for a three-year period.
Section 203 also may have the effect of preventing changes
in our management and could make it more difficult to accomplish
transactions which our stockholders may otherwise deem to be in
their best interests.
11
Description
of Warrants
We may issue warrants to purchase debt securities, common stock,
preferred stock, rights or other securities of the Company or
any other entity or any combination of the foregoing. We may
issue warrants independently or together with other securities.
Warrants sold with other securities may be attached to or
separate from the other securities. We will issue warrants under
one or more warrant agreements between us and a warrant agent
that we will name in the prospectus supplement.
The prospectus supplement relating to any warrants we are
offering will include specific terms relating to the offering.
We will file the form of any warrant agreement with the SEC, and
you should read the warrant agreement for provisions that may be
important to you. The prospectus supplement will include some or
all of the following terms:
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the title of the warrants;
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the aggregate number of warrants offered;
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the designation, number and terms of the debt securities, common
stock, preferred stock, rights or other securities purchasable
upon exercise of the warrants, and procedures that will result
in the adjustment of those numbers;
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the exercise price of the warrants;
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the dates or periods during which the warrants are exercisable;
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the designation and terms of any securities with which the
warrants are issued;
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if the warrants are issued as a unit with another security, the
date, if any, on and after which the warrants and the other
security will be separately transferable;
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if the exercise price is not payable in U.S. dollars, the
foreign currency, currency unit or composite currency in which
the exercise price is denominated;
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any minimum or maximum amount of warrants that may be exercised
at any one time;
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any terms, procedures and limitations relating to the
transferability, exchange or exercise of the warrants; and
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any other terms of the warrants.
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Plan of
Distribution
We may sell the securities in and outside the United States
through underwriters or dealers, directly to purchasers or
through agents. The prospectus supplement will include the
following information:
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the terms of the offering;
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the names of any underwriters or agents;
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the purchase price of the securities from us and, if the
purchase price is not payable in U.S. dollars, the currency
or composite currency in which the purchase price is payable;
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the net proceeds to us from the sale of the securities;
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any delayed delivery arrangements;
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any underwriting discounts, commissions and other items
constituting underwriters compensation;
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any initial public offering price;
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any discounts or concessions allowed or reallowed or paid to
dealers; and
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any commissions paid to agents.
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Sale
Through Underwriters or Dealers
If we use underwriters in the sale of securities, the
underwriters will acquire the securities for their own account.
The underwriters may resell the securities from time to time in
one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at
the time of sale. Underwriters may offer securities to the
public either through underwriting syndicates represented by one
or more managing underwriters or directly by one or more firms
acting as underwriters. Unless we inform you otherwise in the
prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to conditions, and the
underwriters will be obligated to purchase all the securities if
they purchase any of them. The underwriters may change from time
to time any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers.
During and after an offering through underwriters, the
underwriters may purchase and sell the securities in the open
market. These transactions may include overallotment and
stabilizing transactions and purchases to cover syndicate short
positions created in connection with the offering. The
underwriters may also impose a penalty bid, whereby selling
concessions allowed to syndicate members or other broker-dealers
for the offered securities sold for their account may be
reclaimed by the syndicate if such offered securities are
repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or
otherwise affect the market price of the offered securities,
which may be higher than the price that might otherwise prevail
in the open market. If commenced, these activities may be
discontinued at any time.
If we use dealers in the sale of securities, we will sell the
securities to them as principals. They may then resell those
securities to the public at varying prices determined by the
dealers at the time of resale. The dealers participating in any
sale of the securities may be deemed to be underwriters within
the meaning of the Securities Act with respect to any sale of
those securities. We will include in the prospectus supplement
the names of the dealers and the terms of the transaction.
Direct
Sales and Sales Through Agents
We may sell the securities directly. In that event, no
underwriters or agents would be involved. We may also sell the
securities through agents we designate from time to time. In the
prospectus supplement, we will name any agent involved in the
offer or sale of the securities, and we will describe any
commissions payable by us to the agent. Unless we inform you
otherwise in the prospectus supplement, any agent will agree to
use its reasonable best efforts to solicit purchases for the
period of its appointment.
We may sell the securities directly to institutional investors
or others who may be deemed to be underwriters within the
meaning of the Securities Act with respect to any sale of those
securities. We will describe the terms of any such sales in the
prospectus supplement.
Delayed
Delivery Contracts
If we so indicate in the prospectus supplement, we may authorize
agents, underwriters or dealers to solicit offers from certain
types of institutions to purchase securities from us at the
public offering price under delayed delivery contracts. These
contracts would provide for payment and delivery on a specified
date in the future. The contracts would be subject only to those
conditions described in the prospectus supplement. The
prospectus supplement will describe the commission payable for
solicitation of those contracts.
Remarketing
We may offer and sell any of the securities in connection with a
remarketing upon their purchase, in accordance with a redemption
or repayment by their terms or otherwise, by one or more
remarketing firms acting as principals for their own accounts or
as our agents. We will identify any remarketing firm, the terms
of any remarketing agreement and the compensation to be paid to
the remarketing firm in the prospectus supplement. Remarketing
firms may be deemed underwriters under the Securities Act.
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Derivative
Transactions
We may enter into derivative transactions with third parties, or
sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable
prospectus supplement indicates, in connection with those
derivatives, the third parties may sell securities covered by
this prospectus and the applicable prospectus supplement,
including in short sale transactions. If so, the third parties
may use securities pledged by us or borrowed from us or others
to settle those sales or to close out any related open
borrowings of stock, and may use securities received from us in
settlement of those derivatives to close out any related open
borrowings of stock.
We or one of our affiliates may loan or pledge securities to a
financial institution or other third party that in turn may sell
the securities using this prospectus. Such financial institution
or third party may transfer its short position to investors in
our securities or in connection with a simultaneous offering of
other securities offered by this prospectus or otherwise.
The third parties in any of the sale transactions described
above will be underwriters and will be identified in the
applicable prospectus supplement or in a post-effective
amendment to the registration statement of which this prospectus
forms a part.
General
Information
We may have agreements with the agents, dealers and underwriters
to indemnify them against civil liabilities, including
liabilities under the Securities Act, or to contribute with
respect to payments that the agents, dealers or underwriters may
be required to make. Agents, dealers and underwriters may engage
in transactions with us or perform services for us in the
ordinary course of their businesses.
The securities may or may not be listed on a national securities
exchange. We cannot assure you that there will be a market for
the securities.
Legal
Matters
The validity of the offered securities and other matters in
connection with any offering of the securities will be passed
upon for us by Baker Botts L.L.P., Houston, Texas, our outside
counsel. Any underwriters will be advised about legal matters
relating to any offering by their own legal counsel, which will
be named in the related prospectus supplement.
Experts
The consolidated financial statements of Bristow Group Inc. as
of March 31, 2008 and 2007, and for each of the years in
the three-year period ended March 31, 2008, and
managements assessment of the effectiveness of internal
control over financial reporting as of March 31, 2008, have
been incorporated by reference herein, in reliance upon the
reports of KPMG LLP, independent registered public accounting
firm, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.
The audit report covering the March 31, 2008, consolidated
financial statements refers to a change in the method of
accounting for uncertainty in income taxes as of April 1,
2007, the method of accounting for defined benefit plans as of
March 31, 2007, and the method of accounting for
stock-based compensation plans as of April 1, 2006.
Where You
Can Find More Information
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy this
registration statement and any other document we file at the
Public Reference Room of the SEC, 100 F Street, N.E.,
Washington, D.C. 20549.
14
Please call the SEC at
1-800-SEC-0330
for further information on the public reference rooms. Our SEC
filings are also available to the public on the SECs
website at
http://www.sec.gov
and on our website at
http://www.bristowgroup.com.
However, the information on our website does not constitute a
part of this prospectus. Reports and other information
concerning us can also be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York
10005. Our common stock is listed and traded on the New York
Stock Exchange under the trading symbol BRS.
This prospectus is part of a registration statement and, as
permitted by SEC rules, does not contain all of the information
included in the registration statement. Whenever a reference is
made in this prospectus or any prospectus supplement to any of
our contracts or other documents, the reference may not be
complete and, for a copy of the contract or document, you should
refer to the exhibits that are part of or incorporated by
reference into the registration statement.
The SEC allows us to incorporate by reference into
this prospectus the information we file with it, which means
that we can disclose important information to you by referring
you to those documents. Information incorporated by reference is
considered to be part of this prospectus. Any statement
contained in this prospectus or a document incorporated by
reference in this prospectus will be deemed to be modified or
superseded for purposes of this prospectus to the extent that a
statement contained in this prospectus or in any other
subsequently filed document that is incorporated by reference in
this prospectus modifies or superseded the statement. Any
statement so modified or superseded will not be deemed, except
as so modified or superseded, to constitute a part of this
prospectus. We incorporate by reference the documents listed
below and future filings we make with the SEC (File
No. 001-31617)
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
(excluding any information furnished but not
filed, unless we specifically provide that such
furnished information is to be incorporated by
reference) after the effectiveness of this registration
statement and until the termination of offerings under this
prospectus:
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our Annual Report on
Form 10-K
for the fiscal year ended March 31, 2008, which was filed
with the SEC on May 21, 2008; and
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the description of our common stock contained in our
Registration Statement on
Form 8-A/A,
filed on March 7, 2003, and any subsequent amendment
thereto filed for the purpose of updating such description.
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We will provide, at no charge, to any person, including any
beneficial owner, to whom a prospectus is delivered, a copy of
any and all documents that have been incorporated by reference
into this prospectus. Requests for copies of any such document
should be made by written or oral request to:
Bristow
Group Inc.
2000 W. Sam Houston Pkwy S., Suite 1700
Houston, Texas 77042
Attention: Corporate Secretary
Telephone number is
(713) 267-7600
15
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other
Expenses of Issuance and Distribution
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All expenses in connection with the offering described in this
registration statement will be paid by us. Such expenses are
estimated as follows:*
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SEC registration fee
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$
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*
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Printing expenses
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200,000
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Accounting fees and expenses
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165,000
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Legal fees and expenses
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400,000
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Trustee fees and expenses
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15,000
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Rating agency fees and expenses
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50,000
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Miscellaneous
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120,000
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Total
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$
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950,000
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* |
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To be deferred pursuant to Rule 456(b) and calculated in
connection with the offering of securities under this
registration statement pursuant to Rule 457(r). |
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Item 15.
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Indemnification
of Directors and Officers.
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Indemnification
of Directors and Officers.
Delaware law permits a corporation to adopt a provision in its
certificate of incorporation eliminating or limiting the
personal liability of a director, but not an officer in his or
her capacity as such, to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except that such provision shall not eliminate or limit the
liability of a director for (1) any breach of the
directors duty of loyalty to the corporation or its
stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (3) liability under section 174 of the Delaware
General Corporation Law (the DGCL) for unlawful
payment of dividends or stock purchases or redemptions or
(4) any transaction from which the director derived an
improper personal benefit. The certificate of incorporation of
each of Bristow Group Inc. and Airlog International, Ltd.
provide that, to the fullest extent of Delaware law, none of its
directors will be liable to the company or its stockholders for
monetary damages for breach of fiduciary duty as a director.
Under Delaware law, a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any
type of proceeding, other than an action by or in the right of
the corporation, because he or she is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation a director, officer,
employee or agent of another corporation or other entity,
against expenses, including attorneys fees, judgments,
fines and amounts paid in settlement actually and reasonably
incurred in connection with such proceeding if: (1) he or
she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the
corporation and (2) with respect to any criminal
proceeding, he or she had no reasonable cause to believe that
his or her conduct was unlawful. A corporation may indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit brought
by or in the right of the corporation because he or she is or
was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or
other entity, against expenses, including attorneys fees,
actually and reasonably incurred in connection with such action
or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification
will be made if the person is found liable to the corporation
unless, in such a case, the court determines the person is
nonetheless entitled to indemnification for such expenses. A
corporation must also indemnify a present or former director or
officer who has been successful on the merits or otherwise in
defense of any proceeding, or in defense of any claim, issue or
matter therein,
II-1
against expenses, including attorneys fees, actually and
reasonably incurred by him or her. Expenses, including
attorneys fees, incurred by a director or officer, or any
employees or agents as deemed appropriate by the board of
directors, in defending civil or criminal proceedings may be
paid by the corporation in advance of the final disposition of
such proceedings upon receipt of an undertaking by or on behalf
of such director, officer, employee or agent to repay such
amount if it shall ultimately be determined that he or she is
not entitled to be indemnified by the corporation. The Delaware
law regarding indemnification and the advancement of expenses is
not exclusive of any other rights a person may be entitled to
under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
Under the DGCL, the termination of any proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that a person did not act in good faith and in a
manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect to any criminal proceeding, had reasonable cause to
believe that his or her conduct was unlawful.
The certificate of incorporation and bylaws of each of Bristow
Group Inc. and Airlog International, Ltd. authorize
indemnification of any person entitled to indemnity under law to
the full extent permitted by law.
Delaware law also provides that a corporation may purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or other
entity, against any liability asserted against and incurred by
such person, whether or not the corporation would have the power
to indemnify such person against such liability. Bristow Group
Inc. and Airlog International, Ltd. will maintain, at their
respective expense, insurance policies that insure their
respective officers and directors, subject to customary
exclusions and deductions, against specified liabilities that
may be incurred in those capacities. In addition, Bristow Group
Inc. has entered into indemnification agreements with each of
its directors that provide that it will indemnify the indemnitee
against, and advance certain expenses relating to, liabilities
incurred in the performance of such indemnitees duties on
our behalf to the fullest extent permitted under Delaware law
and bylaws.
Article VI of the bylaws of Air Logistics of Alaska, Inc.
provide that each director, member of a committee, officer,
agent and employee of the corporation, and each former director,
member of a committee, officer, agent and employee of the
corporation, and any person who may have served at its request
as a director, officer, agent or employee of another corporation
in which it is a creditor, and his heirs, and personal
representative shall be indemnified by the corporation against
all loss or damage suffered and all costs and expenses imposed
upon or incurred by him in connection with or arising out of any
action, suit or proceedings, (whether civil or criminal in
nature) in which he may be involved, to which he may be a party
by reason of being or having been (or his personal
representative or estate having been) such director, member of a
committee, officer, agent or employee, except in relation to
matters as to which he shall be adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in
performance of his duty. Article VI of the bylaws of Air
Logistics of Alaska, Inc. also provides that no person shall be
liable to the corporation for any loss or damage suffered by it
on account of any action taken or omitted to be taken by him in
good faith, as a director, member of a committee or officer of
the corporation, if such person exercised or used the same
degree of care and skill as a prudent man would have exercised
or used under the circumstances in the conduct of his own
affairs, and Alaska law provides that a corporation must
indemnify a director, officer, employee, or agent of the
corporation who has been successful on the merits or otherwise
in defense of an action or proceeding against expenses and
attorney fees, actually and reasonably incurred in connection
with the defense.
With respect to Air Logistics, L.L.C., a Louisiana limited
liability company, Section 1314 of the Louisiana Limited
Liability Company Law provides that a member or manager:
(i) is protected in discharging his duties in relying in
good faith upon specified records, opinions and other
information, unless he has knowledge that makes such reliance
unwarranted; (ii) will not be liable for any action taken
on behalf of the LLC if he performed the duties of his office in
compliance with Section 1314; (iii) will not be
personally liable to the LLC or its members for monetary damages
unless he engaged in grossly negligent conduct or
II-2
conduct that demonstrates a greater disregard of the duty of
care than gross negligence; (iv) in making business
judgments, fulfills his duty by making such judgments in good
faith, if he does not have a conflict of interest with respect
to the business judgment, is informed with respect to the
subject of the business judgment to the extent the member or
manager reasonably believes to be appropriate under the
circumstances and rationally believes that the judgment is in
the best interests of the LLC and its members. Section 1314
further provides that a person alleging a breach of the duty
owed by a member or manager to an LLC has the burden of proving
the alleged breach of duty, including the inapplicability of
specified provisions of Section 1314 as to the fulfillment
of the duty, and, in a damage action, the burden of proving that
the breach was the legal cause of damage suffered by the LLC.
EXHIBIT INDEX
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Incorporated by Reference to
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Registration or
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Form or
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Exhibit
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Exhibits
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File Number
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Report
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Date
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Number
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(3)
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Articles of Incorporation and By-laws
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(1)
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Delaware Restated Certificate of Incorporation for Bristow Group
Inc. dated August 2, 2007
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001-31617
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10-Q
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August 2007
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3(1)
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(2)
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Amended and Restated By-laws for Bristow Group Inc.
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333-147690
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S-4/A
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January 10, 2008
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3(2)
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(3)
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Articles of Organization of Air Logistics, L.L.C., dated
October 6, 1997
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333-107148
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S-4
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July 18, 2003
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3.12
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(4)
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Operating Agreement of Air Logistics, L.L.C., dated
October 7, 1997, as amended
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333-107148
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S-4
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July 18, 2003
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3.13
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(5)
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Articles of Incorporation of Air Logistics of Alaska, Inc.,
dated November 26, 1974, as amended
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333-107148
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S-4
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July 18, 2003
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3.14
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(6)
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Bylaws of Air Logistics of Alaska, Inc., dated January 2,
1975
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333-107148
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S-4
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July 18, 2003
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3.15
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(7)
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Certificate of Incorporation of Airlog International, Ltd. dated
June 13, 2002
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333-147690
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S-4
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November 28, 2007
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3.7
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(8)
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Bylaws of Airlog International, Ltd. dated June 13, 2002
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333-147690
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S-4
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November 28, 2007
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3.8
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(9)
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Certificate of Series A Junior Participating Preferred Stock
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001-31617
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10-Q
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June 2005
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3(5)
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(10)
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Certificate of Designation of 5.50% Mandatory Convertible
Preferred Stock
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001-31617
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8-A12B
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September 15, 2006
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14(1)
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(4)
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Instruments defining the rights of security holders including
indentures
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(1)
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Form of indenture relating to the senior debt securities
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(2)
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Form of indenture relating to the subordinated debt securities
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(3)
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Rights Agreement and Form of Rights Certificate
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000-05232
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8-A
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February 1996
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4
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II-3
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Incorporated by Reference to
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Registration or
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Form or
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Exhibit
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Exhibits
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File Number
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Report
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Date
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Number
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(4)
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First Amendment to Rights Agreement
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000-05232
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8-A/A
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May 1997
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5
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(5)
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Second Amendment to Rights Agreement
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000-05232
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8-A/A
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January 2003
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4.3
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(6)
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Third Amendment to Rights Agreement, dated as of
February 28, 2006, between Bristow Group Inc. and Mellon
Investor Services LLC
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000-05232
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8-A/A
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March 2, 2006
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4.2
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(5)
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Opinion of Baker Botts L.L.P.
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(12)
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Statement re Computation of Ratios
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(23)
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(1)
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Consent of KPMG LLP
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(2)
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Consent of Baker Botts LLP (included in Exhibit 5)
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(24)
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Power of Attorney
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(25)
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Statement of Eligibility of Trustee
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We will file as an exhibit to a Current Report on
Form 8-K
(i) any underwriting, remarketing or agency agreement
relating to the securities offered hereby, (ii) the
instruments setting forth the terms of any debt securities,
preferred stock or warrants, (iii) any additional required
opinions of counsel with respect to legality of the securities
offered hereby, (iv) any required opinion of our counsel as
to certain tax matters relative to the securities offered hereby
or (v) any Statement of Eligibility and Qualification under
the Trust Indenture Act of the applicable trustee.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate
offering price set forth in the Calculation of
Registration Fee table in the effective registration
statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (i), (ii) and
(iii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement, or
is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the registration statement.
II-4
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment 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.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or
(x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933 shall be
deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus.
As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the
registration statement relating to the securities in the
registration statement to which the prospectus relates, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date.
(5) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(6) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrants
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plans annual report pursuant
to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the 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.
II-5
(7) That, for purposes of determining any liability under
the Securities Act of 1933, the information omitted from the
form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)
(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time
it was declared effective.
(8) That, for the purpose of determining any liability
under the Securities Act of 1933, each post-effective amendment
that contains a form of prospectus 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.
(9) To file an application for the purpose of determining
the eligibility of the trustee to act under subsection (a)
of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the
Trust Indenture Act.
(10) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant 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 the registrant of expenses incurred or paid by a director,
officer or controlling person of the 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 registrant
will, unless in the opinion of its counsel the claim 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-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, each of the registrants certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Houston, the State of Texas, on June 9, 2008.
BRISTOW GROUP INC.
(Registrant)
Perry L. Elders
Executive Vice President and
Chief Financial Officer
AIR LOGISTICS OF ALASKA, INC.
(Subsidiary Guarantor)
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By:
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/s/ Randall
A. Stafford
|
Randall A. Stafford
Vice President
AIR LOGISTICS, L.L.C.
(Subsidiary Guarantor)
|
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|
By:
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/s/ Randall
A. Stafford
|
Randall A. Stafford
Manager
AIRLOG INTERNATIONAL LTD.
(Subsidiary Guarantor)
|
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|
By:
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/s/ Randall
A. Stafford
|
Randall A. Stafford
Vice President
II-7
BRISTOW
GROUP INC.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated on June 9, 2008.
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Signature
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Title
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/s/ William
E. Chiles
William
E. Chiles
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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/s/ Perry
L. Elders
Perry
L. Elders
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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/s/ Elizabeth
D. Brumley
Elizabeth
D. Brumley
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Vice President and Chief Accounting Officer
(Principal Accounting Officer)
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*
Thomas
N. Amonett
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Director
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*
Charles
F. Bolden, Jr.
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Director
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*
Peter
N. Buckley
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Director
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|
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*
Stephen
J. Cannon
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Director
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|
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*
Jonathan
H. Cartwright
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Director
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|
|
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*
Michael
A. Flick
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Director
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*
Thomas
C. Knudson
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Director
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*
Ken
C. Tamblyn
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Director
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/s/ Randall
A. Stafford
*
By: Randall A. Stafford
(Attorney-in-Fact)
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II-8
AIR
LOGISTICS OF ALASKA, INC.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated on June 9, 2008.
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Signature
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Title
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/s/ Randall
A. Stafford
Randall
A. Stafford
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Director
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/s/ Michael
R. Suldo
Michael
R. Suldo
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Director
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II-9
AIR
LOGISTICS, L.L.C.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated on June 9, 2008.
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Signature
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Title
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/s/ Randall
A. Stafford
Randall
A. Stafford
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Manager
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/s/ Michael
R. Suldo
Michael
R. Suldo
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Manager
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II-10
AIRLOG
INTERNATIONAL LTD.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated on June 9, 2008.
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Signature
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Title
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/s/ Randall
A. Stafford
Randall
A. Stafford
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Director
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/s/ Joseph
A. Baj
Joseph
A. Baj
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Director
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II-11
EXHIBIT INDEX
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Incorporated by Reference to
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Registration or
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Form or
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Exhibit
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Exhibits
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File Number
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Report
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Date
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Number
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(3)
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Articles of Incorporation and By-laws
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(1)
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|
Delaware Restated Certificate of Incorporation for Bristow Group
Inc. dated August 2, 2007
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001-31617
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10-Q
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August 2007
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3(1)
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|
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(2)
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Amended and Restated By-laws for
Bristow Group Inc.
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333-147690
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S-4/A
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January 10, 2008
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3(2)
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|
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(3)
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Articles of Organization of Air Logistics, L.L.C., dated
October 6, 1997
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|
333-107148
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|
S-4
|
|
July 18, 2003
|
|
3.12
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|
|
(4)
|
|
Operating Agreement of Air Logistics, L.L.C., dated
October 7, 1997, as amended
|
|
333-107148
|
|
S-4
|
|
July 18, 2003
|
|
3.13
|
|
|
(5)
|
|
Articles of Incorporation of Air Logistics of Alaska, Inc.,
dated November 26, 1974, as amended
|
|
333-107148
|
|
S-4
|
|
July 18, 2003
|
|
3.14
|
|
|
(6)
|
|
Bylaws of Air Logistics of Alaska, Inc., dated January 2,
1975
|
|
333-107148
|
|
S-4
|
|
July 18, 2003
|
|
3.15
|
|
|
(7)
|
|
Certificate of Incorporation of Airlog International, Ltd. dated
June 13, 2002
|
|
333-147690
|
|
S-4
|
|
November 28, 2007
|
|
3.7
|
|
|
(8)
|
|
Bylaws of Airlog International, Ltd. dated June 13, 2002
|
|
333-147690
|
|
S-4
|
|
November 28, 2007
|
|
3.8
|
|
|
(9)
|
|
Certificate of Series A Junior Participating Preferred Stock
|
|
001-31617
|
|
10-Q
|
|
June 2005
|
|
3(5)
|
|
|
(10)
|
|
Certificate of Designation of 5.50% Mandatory Convertible
Preferred Stock
|
|
001-31617
|
|
8-A12B
|
|
September 15, 2006
|
|
14(1)
|
(4)
|
|
Instruments defining the rights of security holders including
indentures
|
|
|
|
|
|
|
|
|
|
|
(1)
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|
Form of indenture relating to the senior debt securities
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|
|
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|
|
|
|
|
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(2)
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|
Form of indenture relating to the subordinated debt securities
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|
|
|
|
|
|
|
|
|
|
(3)
|
|
Rights Agreement and Form of Rights Certificate
|
|
000-05232
|
|
8-A
|
|
February 1996
|
|
4
|
|
|
(4)
|
|
First Amendment to Rights Agreement
|
|
000-05232
|
|
8-A/A
|
|
May 1997
|
|
5
|
|
|
(5)
|
|
Second Amendment to Rights Agreement
|
|
000-05232
|
|
8-A/A
|
|
January 2003
|
|
4.3
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|
|
(6)
|
|
Third Amendment to Rights Agreement, dated as of
February 28, 2006, between Bristow Group Inc. and Mellon
Investor Services LLC
|
|
000-05232
|
|
8-A/A
|
|
March 2, 2006
|
|
4.2
|
(5)
|
|
Opinion of Baker Botts L.L.P.
|
|
|
|
|
|
|
|
|
(12)
|
|
Statement re Computation of Ratios
|
|
|
|
|
|
|
|
|
(23)
|
|
(1)
|
|
Consent of KPMG LLP
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|
Consent of Baker Botts LLP (included in Exhibit 5)
|
|
|
|
|
|
|
|
|
(24)
|
|
Power of Attorney
|
|
|
|
|
|
|
|
|
(25)
|
|
Statement of Eligibility of Trustee
|
|
|
|
|
|
|
|
|
We will file as an exhibit to a Current Report on
Form 8-K
(i) any underwriting, remarketing or agency agreement
relating to the securities offered hereby, (ii) the
instruments setting forth the terms of any debt securities,
preferred stock or warrants, (iii) any additional required
opinions of counsel with respect to legality of the securities
offered hereby, (iv) any required opinion of our counsel as
to certain tax matters relative to the securities offered hereby
or (v) any Statement of Eligibility and Qualification under
the Trust Indenture Act of the applicable trustee.