sv4za
As filed with the Securities and Exchange Commission on
October 26, 2006
Registration
No. 333-135674-01
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 2
to
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PHI, INC.
and the Registrant Guarantors*
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
|
|
Louisiana |
|
4522 |
|
72-0395707 |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification Number) |
|
|
|
|
|
Michael J. McCann
Chief Financial Officer, Treasurer and Secretary |
2001 S.E. Evangeline Thruway
Lafayette, Louisiana 70508
(337) 235-2452
(Address, including zip code, and telephone number
including area
code, of registrants principal executive offices) |
|
2001 S.E. Evangeline Thruway
Lafayette, Louisiana 70508
(337) 235-2452
(Name, address, including zip code, and telephone
number, including area code, of agent for service) |
Copy to:
Jennifer De la Rosa
Akin Gump Strauss Hauer & Feld LLP
1111 Louisiana, 44th Floor
Houston, Texas 77002-5200
(713) 220-5800
Approximate date of commencement of proposed sale of the
securities to the public: As soon as practicable after this
Registration Statement becomes effective.
If the securities being registered on this form are being
offered in connection with the formation of a holding company
and there is compliance with General Instruction G, check the
following
box. o
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) 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 post-effective amendment filed pursuant to
Rule 462(d) 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
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
|
Proposed Maximum |
|
|
Proposed Maximum |
|
|
Amount of |
Title of Each Class of |
|
|
to be |
|
|
Offering |
|
|
Aggregate |
|
|
Registration |
Securities to be Registered |
|
|
Registered(1) |
|
|
Price Per Unit(1) |
|
|
Offering Price(1) |
|
|
Fee(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Notes due 2013
|
|
|
$200,000,000 |
|
|
100% |
|
|
$200,000,000 |
|
|
$21,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantees of Senior Notes due 2013(2)
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(f) under the Securities Act of
1933. |
|
|
(2) |
Each of the subsidiaries of PHI, Inc. that is listed on the
Table of Additional Registrant Guarantors on the following page
has guaranteed the notes being registered hereby. |
|
(3) |
No separate consideration will be received for the Guarantees
and, therefore, no additional registration fee is required. |
|
|
* |
Includes certain subsidiaries of PHI, Inc. identified on the
following page. |
The Registrants hereby amend this registration statement on
such date or dates as may be necessary to delay its effective
date until the Registrants shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
TABLE OF ADDITIONAL REGISTRANT GUARANTORS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State or Other | |
|
|
|
Primary Standard | |
|
|
Jurisdiction of | |
|
I.R.S. Employer | |
|
Industrial | |
|
|
Incorporation or | |
|
Identification | |
|
Classification Code | |
Exact Name of Registrant Guarantor(1) |
|
Organization | |
|
Number | |
|
Number | |
|
|
| |
|
| |
|
| |
International Helicopter Transport, Inc.
|
|
|
Louisiana |
|
|
|
72-0542540 |
|
|
|
4522 |
|
PHI Tech Services, Inc.
|
|
|
Louisiana |
|
|
|
72-0835089 |
|
|
|
4522 |
|
Air Evac Services, Inc.
|
|
|
Louisiana |
|
|
|
72-1404705 |
|
|
|
4522 |
|
PHI Air Medical, Inc.
|
|
|
Louisiana |
|
|
|
72-1404703 |
|
|
|
4522 |
|
Petroleum Helicopters International, Inc.
|
|
|
Louisiana |
|
|
|
72-1443677 |
|
|
|
4522 |
|
Helicopter Management, L.L.C.
|
|
|
Louisiana |
|
|
|
03-0397562 |
|
|
|
4522 |
|
Helicopter Leasing, L.L.C.
|
|
|
Louisiana |
|
|
|
03-0397710 |
|
|
|
4522 |
|
HELEX, L.L.C.
|
|
|
Florida |
|
|
|
43-1991751 |
|
|
|
4522 |
|
Sky Leasing, L.L.C.
|
|
|
Montana |
|
|
|
61-1462015 |
|
|
|
4522 |
|
|
|
(1) |
The address and telephone number for each Registrant Guarantor
is 2001 S.E. Evangeline Thruway, Lafayette, Louisiana 70508,
(337) 235-2452. |
Part II
Information not required in prospectus
|
|
ITEM 20. |
INDEMNIFICATION OF DIRECTORS AND OFFICERS |
The Louisiana Business Corporation Law (the LBCL),
Section 83, gives Louisiana corporations broad powers to
indemnify their present and former directors and officers and
those of affiliated corporations against expenses incurred in
the defense of any lawsuit to which they are made parties by
reason of being or having been such directors or officers;
subject to specific conditions and exclusions, gives a director
or officer who successfully defends an action the right to be so
indemnified; and authorizes Louisiana corporations to buy
directors and officers liability insurance. Such
indemnification is not exclusive of any other rights to which
those indemnified may be entitled under any by-laws, agreement,
authorization of shareholders or otherwise.
Our Articles of Incorporation confirm the authority of the Board
of Directors to (i) adopt by-laws or resolutions providing
for indemnification of directors, officers and other persons to
the fullest extent permitted by law, (ii) enter into
contracts with directors and officers providing for
indemnification to the fullest extent permitted by law, and
(iii) exercise its powers to procure directors and
officers liability insurance. The Articles of
Incorporation also provide that any amendment or repeal of any
by-law or resolution relating to indemnification would not
adversely affect any persons entitlement to
indemnification whose claim results from conduct occurring prior
to the date of such amendment or repeal.
Our by-laws expressly provide the indemnification of directors,
officers and employees to the fullest extent permitted by law
against any costs incurred by any such person in connection with
any threatened, pending or completed claim, action, suit or
proceeding against such person or as to which such person is
involved solely as a witness or person required to give
evidence, because he or she is our director, officer or employee.
We have entered into indemnification contracts with its
directors that provide for the elimination, to the fullest
extent permitted by law, of any directors liability to us
or our shareholders for monetary damages for breach of his or
her fiduciary duty as a director and will provide the
contracting director with certain procedural and substantive
rights to indemnification. Such indemnification rights apply to
acts or omissions of directors, whether such acts or omissions
occurred before or after the effective date of the contract.
In addition, we maintain an insurance policy designed to
reimburse us for any payments made by us pursuant to our
indemnification obligations. Such policy has coverage of
$20 million.
|
|
ITEM 21. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
(a) Exhibits
|
|
|
|
|
Exhibit |
|
|
number |
|
Description of exhibit |
|
|
1.1 |
|
|
Purchase Agreement dated April 7, 2002 among PHI, Inc., the
subsidiary guarantors signatory therein and UBS Securities LLC
(incorporated by reference to Exhibit No. 10.1 to
PHIs Report on Form 8-K filed April 7, 2006). |
|
3.1 |
|
|
Articles of Incorporation of PHI, Inc. (incorporated by
reference to Exhibit No. 3.1(i) to PHIs Report on
Form 10-Q for the quarterly period ended October 31,
1994). |
|
3.2 |
|
|
Articles of Amendment to Articles of Incorporation of PHI, Inc.
(incorporated by reference to Exhibit No. 3.1 to PHIs
Report on Form 8-K filed January 3, 2006). |
II-1
Part II
|
|
|
|
|
Exhibit |
|
|
number |
|
Description of exhibit |
|
|
3.3 |
|
|
Amended and Restated Bylaws of PHI, Inc. (incorporated by
reference to Exhibit No. 3.1(ii) to PHIs Report on
Form 10-Q for the quarterly period ended March 31,
2002). |
|
4.1 |
|
|
Indenture dated April 12, 2006 among PHI, Inc., the
subsidiary guarantors signatory therein and The Bank of New York
Trust Company, N.A., as Trustee (incorporated by reference to
Exhibit No. 10.2 to PHIs Report on form 8-K
filed April 14, 2006). |
|
4.2 |
|
|
Form of 7.125% Senior Note (contained in the Indenture
filed as Exhibit 4.1). |
|
4.3 |
|
|
Registration Rights Agreement dated as of April 12, 2006
between PHI, Inc., the subsidiary guarantors signatory therein
and UBS Securities LLC (incorporated by reference to Exhibit
No. 10.3 to PHIs Report on Form 8-K filed
April 14, 2006). |
|
4.4 |
|
|
Loan Agreement dated as of April 23, 2002 by and among PHI,
Inc., Acadian Composites, LLC, Air Evac Services, Inc.,
Evangeline Airmotive Inc., and International Helicopter
Transport, Inc. and Whitney National Bank (incorporated by
reference to Exhibit 10.3 to PHIs Report on
Form 10-Q for the quarterly period ended June 30,
2002). |
|
4.5 |
|
|
1st Amendment to Loan Agreement dated as of April 23,
2002 by and among PHI, Inc. Acadian Composites, LLC, Air Evac
Services, Inc., Evangeline Airmotive Inc., and International
Helicopter Transport, Inc. and Whitney National Bank
(incorporated by reference to Exhibit 10.4 to PHIs
Report on Form 10-Q for the quarterly period ended
June 30, 2004). |
|
4.6 |
|
|
Form of Senior Debt Indenture (incorporated by reference to
Exhibit 4.5 to PHIs Registration Statement on
Form S-3, filed on March 23, 2005, File
No. 333-123528). |
|
4.7 |
|
|
Form of Subordinated Debt Indenture (incorporated by reference
to Exhibit 4.6 to PHIs Registration Statement on
Form S-3, filed on March 23, 2005, File
No. 333-123528). |
|
5.1* |
* |
|
Opinion of Akin Gump Strauss Hauer & Feld LLP as to the
legality of the securities being offered (New York law). |
|
5.2* |
* |
|
Opinion of Jones, Walker Waechter, Poitevent, Carrère &
Denègre L.L.P. as to the legality of the securities being
offered (Louisiana law). |
|
5.3* |
* |
|
Opinion of Jones, Walker, Waechter, Poitevent, Carrère
& Denègre L.L.P. as to the legality of the securities
being offered (Florida law). |
|
5.4* |
|
|
Opinion of Crowley, Haughey, Hanson, Toole & Dietrich
P.L.L.P. as to the legality of the securities being offered
(Montana law). |
|
10.1 |
|
|
The PHI, Inc. 401(k) Retirement Plan effective July 1, 1989
(incorporated by reference to Exhibit No. 10.4 to
PHIs Report on Form 10-K dated April 30, 1990). |
|
10.2 |
|
|
Amended and Restated PHI, Inc. 1995 Incentive Compensation Plan
adopted by PHIs Board effective July 11, 1995 and
approved by the shareholders of PHI on September 22, 1995
(incorporated by reference to Exhibit No. 10.12 to
PHIs Report on Form 10-K dated April 30, 1996). |
|
10.3 |
|
|
Form of Non-Qualified Stock Option Agreement under the PHI, Inc.
1995 Incentive Compensation Plan between PHI and certain of its
key employees (incorporated by reference to Exhibit
No. 10.13 to PHIs Report on Form 10-K dated
April 30, 1996). |
|
10.4 |
|
|
Supplemental Executive Retirement Plan adopted by PHIs
Board effective September 14, 2000 (incorporated by
reference to Exhibit No. 10.23 to PHIs Report on
Form 10-Q dated September 30, 2000). |
II-2
Part II
|
|
|
|
|
Exhibit |
|
|
number |
|
Description of exhibit |
|
|
10.5 |
|
|
Amendment to the Supplemental Executive Retirement Plan dated
May 24, 2001 (incorporated by reference to Exhibit
No. 10.25 to PHIs Report on Form 10-Q dated
June 30, 2001). |
|
10.6 |
|
|
Officer Deferred Compensation Plan adopted by PHIs Board
effective January 1, 2001 (incorporated by reference to
Exhibit No. 10.21 to PHIs Report on Form 10-K
dated December 31, 2001). |
|
10.7 |
|
|
Articles of Agreement Between PHI, Inc. &
Office & Professional employees International Union and
its Local 108 dated June 13, 2001 (incorporated by
reference to Exhibit No. 10.24 to PHIs Report on
Form 10-Q dated June 30, 2001). |
|
12.1* |
* |
|
Calculation of Ratio of Earnings to Fixed Charges. |
|
21.1 |
|
|
Subsidiaries of PHI, Inc. (incorporated by reference to
Exhibit 21 to PHIs Report on Form 10-K dated
December 31, 2005). |
|
23.1* |
* |
|
Consent of Akin Gump Strauss Hauer & Feld LLP (included
in its opinion filed as Exhibit 5 hereto). |
|
23.2* |
* |
|
Consent of Jones, Walker, Poitevent, Carrère &
Denègre L.L.P. (included in its opinion filed as Exhibit
5.2 hereto). |
|
23.3* |
* |
|
Consent of Jones, Walker, Poitevent, Carrère &
Denègre L.L.P. (included in its opinion filed as
Exhibit 5.3 hereto). |
|
23.4* |
|
|
Consent of Crowley, Haughey, Hanson, Toole & Dietrich
P.L.L.P. (included in its opinion filed as Exhibit 5.4 hereto). |
|
23.5* |
* |
|
Consent of Deloitte & Touche LLP. |
|
24.1* |
* |
|
Power of attorney (included on signature pages to the
Registration Statement on Form S-1 File No. 333-135674-01, filed
with the SEC on July 10, 2006). |
|
25.1* |
* |
|
Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Bank of New York. |
|
99.1* |
* |
|
Form of Letter of Transmittal. |
|
99.2* |
* |
|
Form of Notice of Guaranteed Delivery. |
|
99.3* |
* |
|
Form of Letter to Brokers. |
|
99.4* |
* |
|
Form of Letter to Clients. |
(b) Financial Statement Schedules
No financial statement schedules are included herein. All other
schedules for which provision is made in the applicable
accounting regulation of the Commission are not required under
the related instructions, are inapplicable, or the information
is included in the consolidated financial statements, and have
therefore been omitted.
(c) Reports, Opinions, and
Appraisals
None.
II-3
Part II
(a) Regulation S-K,
Item 512 Undertakings
The undersigned registrants hereby undertake:
|
|
|
(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 a 20 percent change in the
maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the
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. |
|
|
|
(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 purposes of
determining liability under the Securities Act of 1933 to any
purchaser: |
|
|
|
(i) Each prospectus filed pursuant
to Rule 424(b) as part of the registration statement
relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and
included in the registration statement as of the date it is
first used after effectiveness. 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 first use, 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 date of first use. |
|
|
|
(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 |
II-4
Part II
|
|
|
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. |
The undersigned registrants hereby undertake to respond to
requests for information that is included in the prospectus
pursuant to Items 4, 10(b), 11, or 13 of
Form S-4, within
one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally
prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration
statement through the date of responding to the request.
The undersigned registrants hereby undertake to supply by means
of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrants pursuant to the
foregoing provisions, or otherwise, the registrants have been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrants of expenses incurred
or paid by a director, officer or controlling person of the
registrants 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
registrants will, unless in the opinion of its counsel the
matter 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 Act and will be governed by the final adjudication of such
issue.
II-5
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment No. 2 to the
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Lafayette, State of Louisiana, on October 26, 2006.
|
|
|
|
By: |
/s/ Michael J. McCann |
|
|
|
|
|
Michael J. McCann |
|
Chief Financial Officer, Treasurer & Secretary |
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to the registration statement has been signed
below by the following persons in the capacities and on the
dates indicated.
|
|
|
|
|
|
|
|
|
Title |
|
Date |
Signature |
|
|
|
|
|
|
**
Al
A. Gonsoulin |
|
Chairman of the Board, Chief Executive Officer and Director |
|
October 26, 2006 |
|
**
Lance
F. Bospflug |
|
Director |
|
October 26, 2006 |
|
**
Arthur
J. Breault |
|
Director |
|
October 26, 2006 |
|
**
Thomas
H. Murphy |
|
Director |
|
October 26, 2006 |
|
**
Richard
H. Matzke |
|
Director |
|
October 26, 2006 |
|
**
C.
Russel Luigs |
|
Director |
|
October 26, 2006 |
|
/s/ Michael J. McCann
Michael
J. McCann |
|
Chief Financial Officer (Principal Financial and Accounting
Officer) |
|
October 26, 2006 |
|
By: /s/ Michael J. McCann
Michael
J. McCann
Attorney-in-fact |
|
|
|
|
|
|
** |
Pursuant to the power of attorney provided on the signature
pages to the registration statement on Form S-4 of PHI, Inc. and
the Registrant Guarantors filed with the SEC on July 10, 2006. |
II-6
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment No. 2 to the
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Lafayette, State of Louisiana, on October 26, 2006.
|
|
|
INTERNATIONAL HELICOPTER TRANSPORT, INC. |
|
|
|
|
By: |
/s/ Michael J. McCann |
|
|
|
|
|
Michael J. McCann |
|
Vice President |
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to the registration statement has been signed
below by the following persons in the capacities and on the
dates indicated.
|
|
|
|
|
|
|
|
|
Title |
|
Date |
Signature |
|
|
|
|
|
|
**
Al
A. Gonsoulin |
|
Chief Executive Officer and Director (Principal Executive
Officer) |
|
October 26, 2006 |
|
**
Richard
A. Rovinelli |
|
Director |
|
October 26, 2006 |
|
/s/ Michael J. McCann
Michael
J. McCann |
|
Vice President and Director (Principal Financial and Accounting
Officer) |
|
October 26, 2006 |
|
By: /s/ Michael J. McCann
Michael
J. McCann
Attorney-in-fact |
|
|
|
|
|
|
** |
Pursuant to the power of attorney provided on the signature
pages to the registration statement on Form S-4 of PHI, Inc. and
the Registrant Guarantors filed with the SEC on July 10, 2006. |
II-7
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment No. 2 to the
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Lafayette, State of Louisiana, on October 26, 2006.
|
|
|
PETROLEUM HELICOPTERS INTERNATIONAL, INC. |
|
|
|
|
By: |
/s/ Michael J. McCann |
|
|
|
|
|
Michael J. McCann |
|
Vice President |
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to the registration statement has been signed
below by the following persons in the capacities and on the
dates indicated.
|
|
|
|
|
|
|
|
|
Title |
|
Date |
Signature |
|
|
|
|
|
|
**
Al
A. Gonsoulin |
|
Chief Executive Officer and Director (Principal Executive
Officer) |
|
October 26, 2006 |
|
**
Richard
A. Rovinelli |
|
Director |
|
October 26, 2006 |
|
/s/ Michael J. McCann
Michael
J. McCann |
|
Vice President and Director (Principal Financial and Accounting
Officer) |
|
October 26, 2006 |
|
By: /s/ Michael J. McCann
Michael
J. McCann
Attorney-in-fact |
|
|
|
|
|
|
** |
Pursuant to the power of attorney provided on the signature
pages to the registration statement on Form S-4 of PHI Inc. and
the Registrant Guarantors filed with the SEC on July 10, 2006. |
II-8
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment No. 2 to the
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Lafayette, State of Louisiana, on October 26, 2006.
|
|
|
|
By: |
/s/ Michael J. McCann |
|
|
|
|
|
Michael J. McCann |
|
Vice President |
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to the registration statement has been signed
below by the following persons in the capacities and on the
dates indicated.
|
|
|
|
|
|
|
|
|
Title |
|
Date |
Signature |
|
|
|
|
|
|
**
Al
A. Gonsoulin |
|
Chief Executive Officer and Director (Principal Executive
Officer) |
|
October 26, 2006 |
|
**
Richard
A. Rovinelli |
|
Director |
|
October 26, 2006 |
|
/s/ Michael J. McCann
Michael
J. McCann |
|
Vice President and Director (Principal Financial and Accounting
Officer) |
|
October 26, 2006 |
|
By: /s/ Michael J. McCann
Michael
J. McCann
Attorney-in-fact |
|
|
|
|
|
|
** |
Pursuant to the power of attorney provided on the signature
pages to the registration statement on Form S-4 of PHI Inc. and
the Registrant Guarantors filed with the SEC on July 10, 2006. |
II-9
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment No. 2 to the
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Lafayette, State of Louisiana, on October 26, 2006.
|
|
|
|
By: |
/s/ Michael J. McCann |
|
|
|
|
|
Michael J. McCann |
|
Chief Financial Officer of PHI, Inc., |
|
the Managing Member |
II-10
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment No. 2 to the
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Lafayette, State of Louisiana, on October 26, 2006.
|
|
|
|
By: |
/s/ Michael J. McCann |
|
|
|
|
|
Michael J. McCann |
|
Vice President |
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to the registration statement has been signed
below by the following persons in the capacities and on the
dates indicated.
|
|
|
|
|
|
|
|
|
Title |
|
Dates |
Signature |
|
|
|
|
|
|
**
Al
A. Gonsoulin |
|
Chief Executive Officer and Director (Principal Executive
Officer) |
|
October 26, 2006 |
|
**
Richard
A. Rovinelli |
|
Director |
|
October 26, 2006 |
|
/s/ Michael J. McCann
Michael
J. McCann |
|
Vice President and Director (Principal Financial and Accounting
Officer) |
|
October 26, 2006 |
|
By: /s/ Michael J. McCann
Michael
J. McCann
Attorney-in-fact |
|
|
|
|
|
|
** |
Pursuant to the power of attorney provided on the signature
pages to the registration statement on Form S-4 of PHI Inc. and
the Registrant Guarantors filed with the SEC on July 10, 2006. |
II-11
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment No. 2 to the
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Lafayette, State of Louisiana, on October 26, 2006.
|
|
|
|
By: |
/s/ Michael J. McCann |
|
|
|
|
|
Michael J. McCann |
|
Vice President |
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to the registration statement has been signed
below by the following persons in the capacities and on the
dates indicated.
|
|
|
|
|
|
|
|
|
Title |
|
Date |
Signature |
|
|
|
|
|
|
**
Al
A. Gonsoulin |
|
Chief Executive Officer and Director (Principal Executive
Officer) |
|
October 26, 2006 |
|
**
Richard
A. Rovinelli |
|
Director |
|
October 26, 2006 |
|
**
Glendon
R. Cornett |
|
Director |
|
October 26, 2006 |
|
/s/ Michael J. McCann
Michael
J. McCann |
|
Vice President (Principal Financial and Accounting Officer) |
|
October 26, 2006 |
|
By: /s/ Michael J. McCann
Michael
J. McCann
Attorney-in-fact |
|
|
|
|
|
|
** |
Pursuant to the power of attorney provided on the signature
pages to the registration statement on Form S-4 of PHI Inc. and
the Registrant Guarantors filed with the SEC on July 10, 2006. |
II-12
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment No. 2 to the
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Lafayette, State of Louisiana, on October 26, 2006.
|
|
|
HELICOPTER LEASING, L.L.C. |
|
|
|
|
By: |
/s/ Michael J. McCann |
|
|
|
|
|
Michael J. McCann |
|
Chief Financial Officer of PHI, Inc., |
|
the Managing Member |
II-13
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment No. 2 to the
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Lafayette, State of Louisiana, on October 26, 2006.
|
|
|
HELICOPTER MANAGEMENT, L.L.C. |
|
|
|
|
By: |
/s/ Michael J. McCann |
|
|
|
|
|
Michael J. McCann |
|
Chief Financial Officer of PHI, Inc., |
|
the Managing Member |
II-14
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment No. 2 to the
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Lafayette, State of Louisiana, on October 26, 2006.
|
|
|
|
By: |
/s/ Michael J. McCann |
|
|
|
|
|
Michael J. McCann |
|
Chief Financial Officer of PHI, Inc., |
|
the Managing Member |
II-15
Exhibit index
|
|
|
|
|
Exhibit |
|
|
number |
|
Description of exhibit |
|
|
1 |
.1 |
|
Purchase Agreement dated April 7, 2006 among PHI, Inc., the
subsidiary guarantors signatory therein and UBS Securities LLC
(incorporated by reference to Exhibit No. 10.1 to
PHIs Report on Form 8-K filed April 7, 2006). |
|
3 |
.1 |
|
Articles of Incorporation of PHI, Inc. (incorporated by
reference to Exhibit No. 3.1(i) to PHIs Report
on Form 10-Q for the quarterly period ended
October 31, 1994). |
|
3 |
.2 |
|
Articles of Amendment to Articles of Incorporation of PHI, Inc.
(incorporated by reference to Exhibit No. 3.1 to
PHIs Report on Form 8-K filed January 3, 2006). |
|
3 |
.3 |
|
Amended and Restated Bylaws of PHI, Inc. (incorporated by
reference to Exhibit No. 3.1(ii) to PHIs Report
on Form 10-Q for the quarterly period ended March 31,
2002). |
|
4 |
.1 |
|
Indenture dated April 12, 2006 among PHI, Inc., the
subsidiary guarantors signatory therein and The Bank of New York
Trust Company, N.A., as Trustee (incorporated by reference to
Exhibit No. 10.2 to PHIs Report on Form 8-K
filed April 14, 2006). |
|
4 |
.2 |
|
Form of 7.125% Senior Note (contained in the Indenture
filed as Exhibit 4.1). |
|
4 |
.3 |
|
Registration Rights Agreement dated as of April 12, 2006
between PHI, Inc., the subsidiary guarantors signatory therein
and UBS Securities LLC (incorporated by reference to
Exhibit No. 10.3 to PHIs Report on Form 8-K
filed April 14, 2006). |
|
4 |
.4 |
|
Loan Agreement dated as of April 23, 2002 by and among PHI,
Inc., Acadian Composites, LLC, Air Evac Services, Inc.,
Evangeline Airmotive Inc., and International Helicopter
Transport, Inc. and Whitney National Bank (incorporated by
reference to Exhibit 10.3 to PHIs Report on
Form 10-Q for the quarterly period ended June 30,
2002). |
|
4 |
.5 |
|
1st Amendment to Loan Agreement dated as of April 23,
2002 by and among PHI, Inc. Acadian Composites, LLC, Air Evac
Services, Inc., Evangeline Airmotive Inc., and International
Helicopter Transport, Inc. and Whitney National Bank
(incorporated by reference to Exhibit 10.4 to PHIs
Report on Form 10-Q for the quarterly period ended
June 30, 2004). |
|
4 |
.6 |
|
Form of Senior Debt Indenture (incorporated by reference to
Exhibit 4.5 to PHIs Registration Statement on
Form S-3, filed on March 23, 2005, File
No. 333-123528). |
|
4 |
.7 |
|
Form of Subordinated Debt Indenture (incorporated by reference
to Exhibit 4.6 to PHIs Registration Statement on
Form S-3, filed on March 23, 2005, File
No. 333-123528). |
|
5 |
.1** |
|
Opinion of Akin Gump Strauss Hauer & Feld LLP as to the
legality of the securities being offered (New York law). |
|
5 |
.2** |
|
Opinion of Jones, Walker, Waechter, Poitevent, Carrère and
Denègre L.L.P. as to the legality of the securities being
offered (Louisiana law). |
|
5 |
.3** |
|
Opinion of Jones, Walker, Waechter, Poitevent, Carrère
& Denègre L.L.P. as to the legality of the securities
being offered (Florida law). |
|
5 |
.4* |
|
Opinion of Crowley, Haughey, Hanson, Toole & Dietrich
P.L.L.P. as to the legality of the securities being offered
(Montana law). |
|
10 |
.1 |
|
The PHI, Inc. 401(k) Retirement Plan effective July 1, 1989
(incorporated by reference to Exhibit No. 10.4 to
PHIs Report on Form 10-K dated April 30, 1990). |
Exhibit index
|
|
|
|
|
Exhibit |
|
|
number |
|
Description of exhibit |
|
|
10 |
.2 |
|
Amended and Restated PHI, Inc. 1995 Incentive Compensation Plan
adopted by PHIs Board effective July 11, 1995 and
approved by the shareholders of PHI on September 22, 1995
(incorporated by reference to Exhibit No. 10.12 to
PHIs Report on Form 10-K dated April 30, 1996). |
|
10 |
.3 |
|
Form of Non-Qualified Stock Option Agreement under the PHI, Inc.
1995 Incentive Compensation Plan between PHI and certain of its
key employees (incorporated by reference to
Exhibit No. 10.13 to PHIs Report on
Form 10-K dated April 30, 1996). |
|
10 |
.4 |
|
Supplemental Executive Retirement Plan adopted by PHIs
Board effective September 14, 2000 (incorporated by
reference to Exhibit No. 10.23 to PHIs Report on
Form 10-Q dated September 30, 2000). |
|
10 |
.5 |
|
Amendment to the Supplemental Executive Retirement Plan dated
May 24, 2001 (incorporated by reference to
Exhibit No. 10.25 to PHIs Report on
Form 10-Q dated June 30, 2001). |
|
10 |
.6 |
|
Officer Deferred Compensation Plan adopted by PHIs Board
effective January 1, 2001 (incorporated by reference to
Exhibit No. 10.21 to PHIs Report on
Form 10-K dated December 31, 2001). |
|
10 |
.7 |
|
Articles of Agreement Between PHI, Inc. &
Office & Professional employees International Union and
its Local 108 dated June 13, 2001 (incorporated by
reference to Exhibit No. 10.24 to PHIs Report on
Form 10-Q dated June 30, 2001). |
|
12 |
.1** |
|
Calculation of Ratio of Earnings to Fixed Charges. |
|
21 |
.1 |
|
Subsidiaries of PHI, Inc. (incorporated by reference to
Exhibit 21 to PHIs Report on Form 10-K dated
December 31, 2005). |
|
23 |
.1** |
|
Consent of Akin Gump Strauss Hauer & Feld LLP (included
in its opinion filed as Exhibit 5 hereto). |
|
23 |
.2** |
|
Consent of Jones, Walker, Waechter, Poitevent, Carrère
& Denègre L.L.P. (included in its opinion filed as
Exhibit 5.2 hereto). |
|
23 |
.3** |
|
Consent of Jones, Walker, Waechter, Poitevent,
Carrère & Denègre L.L.P. (included in its
opinion filed as Exhibit 5.3 hereto). |
|
23 |
.4* |
|
Consent of Crowley, Haughey, Hanson, Toole & Dietrich
P.L.L.P. (included in its opinion filed as Exhibit 5.4
hereto). |
|
23 |
.5** |
|
Consent of Deloitte & Touche LLP. |
|
24 |
.1** |
|
Power of attorney (included on signature pages to the
Registration Statement on Form S-4, File No. 333-13567-01, filed
with the SEC on July 10, 2006). |
|
25 |
.1** |
|
Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Bank of New York. |
|
99 |
.1** |
|
Form of Letter of Transmittal. |
|
99 |
.2** |
|
Form of Notice of Guaranteed Delivery. |
|
99 |
.3** |
|
Form of Letter to Brokers. |
|
99 |
.4** |
|
Form of Letter to Clients. |