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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Petroleum Helicopters Incorporated
Non-Voting Common Stock, $0.10 par value per share
716604 20 2
December 31, 2002
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
x Rule 13d-1 (c)
o Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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 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).
| 13G | ||||||
| CUSIP No. 716604 20 2 | ||||||
| 1. | Name of Reporting Person: Woodbourne Partners, L.P. |
I.R.S. Identification Nos. of above
persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of
Organization: Missouri |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting
Power: -0- | |||||
| 6. | Shared Voting Power: -0- | |||||
| 7. | Sole Dispositive Power: -0- | |||||
| 8. | Shared Dispositive Power: -0- | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
449,300 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 17.8% | |||||
| 12. | Type of Reporting Person: PN | |||||
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| 13G | ||||||
| CUSIP No. 716604 20 2 | ||||||
| 1. | Name of Reporting Person: Clayton Management Company |
I.R.S. Identification Nos. of above
persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of
Organization: Missouri |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting
Power: 449,300 | |||||
| 6. | Shared Voting Power: -0- | |||||
| 7. | Sole Dispositive Power: 449,300 | |||||
| 8. | Shared Dispositive Power: -0- | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
449,300 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 17.8% | |||||
| 12. | Type of Reporting Person: CO | |||||
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| 13G | ||||||
| CUSIP No. 716604 20 2 | ||||||
| 1. | Name of Reporting Person: John D. Weil |
I.R.S. Identification Nos. of above
persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of
Organization: Missouri |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting
Power: 449,300 | |||||
| 6. | Shared Voting Power: -0- | |||||
| 7. | Sole Dispositive Power: 449,300 | |||||
| 8. | Shared Dispositive Power: 700 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
450,000 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 17.8% | |||||
| 12. | Type of Reporting Person: IN | |||||
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AMENDMENT NO. 6 TO SCHEDULE 13G
The Reporting Person reported the acquisition of shares of Non-Voting Common Stock, par value $.10 per share (“Stock”), of Petroleum Helicopters Incorporated, a Delaware corporation (“Issuer”), 113 Borman Drive, P.O. Box 23502, Lafayette, LA 70508, in an initial filing of this Schedule 13G on April 16, 1998. In this regard, Item 4 is hereby (as heretofore amended) amended as follows. All other items are unchanged from the initial filing, as amended.
Item 4. Ownership.
| Woodbourne | Clayton | Weil | ||||||||
| (general partner | (sole director and | |||||||||
| of Woodbourne) | shareholder of Clayton) | |||||||||
| (a) | Amount beneficially owned: | 449,300 | 449,300 | 450,000 | ||||||
| (b) | Percent of Class: | 17.8% | 17.8% | 17.8% | ||||||
| (c) | Number of Shares as to which the person has: | |||||||||
| (i) | Sole power to vote or direct the vote: | -0- | 449,300 | 449,300 | ||||||
| (ii) | Shared power to vote or direct the vote: | -0- | -0- | 700 | ||||||
| (iii) | Sole power to dispose or to direct the disposition of: | -0- | 449,300 | 449,300 | ||||||
| (iv) | Shared power to dispose or to direct the disposition of: | -0- | -0- | 700 | ||||||
Notes:
1. Since the class of stock to which this filing relates is “non-voting,” the voting rights reflected in (c)(i) above would become exercisable only when and if permitted under the issuer’s articles of incorporation or as required under Louisiana law.
2. The shares reflected under Mr. Weil’s name in (c)(ii) and in (c)(iv) above are held individually by Mr. Weil’s wife. Although Mr. Weil may be deemed to have constructive beneficial ownership of such shares under applicable securities regulations, Mr. Weil disclaims any beneficial interest in such shares.
3. Percentages based on 2,523,322 shares outstanding at September 30, 2002 as reflected on the company’s most recent 10-Q report.
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Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| Dated: | February 13, 2003 | WOODBOURNE PARTNERS, L.P., | ||
| by its General Partner, CLAYTON MANAGEMENT COMPANY | ||||
| /s/ John D. Weil |
||||
| John D. Weil, President | ||||
| Dated: | February 13, 2003 | CLAYTON MANAGEMENT COMPANY | ||
| /s/ John D. Weil |
||||
| John D. Weil, President | ||||
| Dated: | February 13, 2003 | /s/ John D. Weil |
||
| John D. Weil |
EXHIBIT A TO SCHEDULE 13G
AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned persons, on February 13, 2003, agree and consent to the joint filing on their behalf of this Amendment to Schedule 13G in connection with their beneficial ownership of the Stock of Petroleum Helicopters Incorporated.
| WOODBOURNE PARTNERS, L.P., |
| by its General Partner, CLAYTON MANAGEMENT COMPANY |
| /s/ John D. Weil John D. Weil, President |
| CLAYTON MANAGEMENT COMPANY |
| /s/ John D. Weil John D. Weil, President |
| /s/ John D. Weil John D. Weil |
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