UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
PETROLEUM HELICOPTERS, INC.
-------------------------------------------------------------------------------
(Name of Issuer)
VOTING COMMON STOCK, $.10 PAR VALUE
-------------------------------------------------------------------------------
(Title of Class of Securities)
716604 10 3
-------------------------------------------------------------------------------
(CUSIP Number)
CARROLL W. SUGGS
PETROLEUM HELICOPTERS, INC.
2121 AIRLINE HIGHWAY, SUITE 400
METAIRIE, LA 70001-5979
(504) 828-3323
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 5, 2001
-------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 5 Pages
---------------------------- -------------------------
CUSIP NO. 716604 10 3 SCHEDULE 13D/A Page 2 of 5 Pages
---------------------------- -------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carroll W. Suggs
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,482,260 shares of Voting Common Stock (see Item
SHARES 5(a))
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING
PERSON 0
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,482,260 shares of Voting Common Stock
(see Item 5(a))
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,482,260 shares of Voting Common Stock (see Item 5(a))
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52% (see Item 5(a))
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN, OO (Managing Member of Limited Liability Company)
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
Item 1. Security and Issuer.
------ -------------------
(a) Title of Class of Securities:
Voting Common Stock, par value $.10 per share, of
Petroleum Helicopters, Inc. ("PHI")
("Voting Common Stock")
(b) Name and Address of Issuer's Principal Executive Office:
2121 Airline Highway
Suite 400
Metairie, Louisiana 70001-5979
Item 2. Identity and Background.
------ -----------------------
(a) Name of Reporting Person:
Carroll W. Suggs
(b) Address of Business:
2121 Airline Highway
Suite 400
Metairie, Louisiana 70001-5979
(c) Employment Information:
Mrs. Suggs serves as the Chairman of the Board of Directors of PHI whose
business address is 2121 Airline Highway, Suite 400, Metairie, Louisiana
70001-5979.
(d) During the last five years, Mrs. Suggs has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mrs. Suggs has not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship:
Mrs. Suggs is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
------ -------------------------------------------------
Not Applicable.
Item 4. Purpose of the Transaction.
------ --------------------------
See Item 6.
-3-
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) Amount of Shares Beneficially Owned:
Mrs. Suggs is the beneficial owner of 1,482,260 shares of Voting Common
Stock. Of those 1,482,260 shares, Mrs. Suggs has the right to acquire
58,480 pursuant to existing options, 43,480 of which are vested as of the
date hereof and 15,000 of which will vest upon consummation of the
transaction described in Item 6. Based on 2,793,386 shares of Voting
Common Stock outstanding, as reported on PHI's Form 10-Q for the quarterly
period ended June 30, 2001, and giving effect to the exercise of
Mrs. Suggs's 58,480 existing options, Mrs. Suggs beneficially owns
approximately 52% of the outstanding shares of the Voting Common Stock
of PHI.
(b) Number of Shares as to which the Reporting Person has:
(i) sole power to vote or to direct the vote: 1,482,260 shares of Voting
Common Stock
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 1,482,260
shares of Voting Common Stock
(iv) shared power to dispose or to direct the disposition of: 0
(c) Transactions:
See Item 6.
(d) Other party with right to receive or direct receipt of dividends or
proceeds: Except as described under Item 6, no other person is known to
have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the 1,482,260 shares of Voting
Common Stock.
(e) Date Reporting Person Ceases to beneficially own more than 5% of shares:
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
------ Respect to Securities of the Issuer.
-------------------------------------------------------------
Pursuant to a Stock Purchase Agreement, dated as of September 5, 2001 (the
"Stock Purchase Agreement"), Mrs. Suggs sold 1,482,260 shares of Voting Common
Stock of PHI to Al A. Gonsoulin for a cash price of $20.50 per share, including
(i) shares to be issued as a result of the exercise by Mrs. Suggs of vested
options to purchase 43,480 shares of Voting Common Stock of PHI and (ii) shares
to be issued as a result of the exercise by Mrs. Suggs of unvested options to
purchase 15,000 shares of Voting Common Stock of PHI, which options will vest
under the provisions of the Amended and Restated PHI 1995 Incentive Compensation
Plan upon consummation of the transactions contemplated by the Stock Purchase
Agreement (the "Transaction"). The approval of the Board of Directors of PHI was
not required and was not sought or obtained in connection with the Transaction.
Mrs. Suggs intends to retire from her positions as Chairman and a director of
the Board of Directors of PHI (and has agreed to resign such positions)
effective as of the consummation of the Transaction. This description of the
Stock Purchase Agreement is qualified in its entirety by reference to the Stock
Purchase
-4-
Agreement, the full text of which is filed as Exhibit 99.1 hereto and
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
------ --------------------------------
Exhibit 99.1 Stock Purchase Agreement, dated as of September 5,
2001, by Al A. Gonsoulin, Carroll W. Suggs and Suggs
Family Fund, L.L.C.
Exhibit 99.2 Press Release
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 6, 2001
/s/ Carroll W. Suggs
------------------------------
Carroll W. Suggs
-5-