-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EQu8Hp/yvXlVyOKhblt/+5ENbugYVn1uONZDPfS9fWQfpzDAkmrzcFXcTkNMNkJS XB1APkhY9a5Rn+ozA87bwg== 0000950134-03-002355.txt : 20030213 0000950134-03-002355.hdr.sgml : 20030213 20030213114517 ACCESSION NUMBER: 0000950134-03-002355 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030213 GROUP MEMBERS: CLAYTON MANAGEMENT COMPANY GROUP MEMBERS: JOHN D WEIL FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WOODBOURNE PARTNERS L P CENTRAL INDEX KEY: 0001048869 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 N BROADWAY SUITE 825 CITY: ST LOUIS STATE: MO ZIP: 63102 BUSINESS PHONE: 3144214600 MAIL ADDRESS: STREET 1: 200 N BROADWAY SUITE 825 CITY: ST LOUIS STATE: MO ZIP: 63102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PETROLEUM HELICOPTERS INC CENTRAL INDEX KEY: 0000350403 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 720395707 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33163 FILM NUMBER: 03557402 BUSINESS ADDRESS: STREET 1: 2001 SE EVANGELINE THRUWAY STREET 2: - CITY: LAFAYETTE STATE: LA ZIP: 70508 BUSINESS PHONE: - MAIL ADDRESS: STREET 1: PO BOX 90808 CITY: LAFAYETTE STATE: LA ZIP: 70509 SC 13G/A 1 c74727a6sc13gza.htm AMENDMENT NO. 6 TO SCHEDULE 13G sc13gza
 

OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response...11


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

(Name of Issuer)

Non-Voting Common Stock, $0.10 par value per share

(Title of Class of Securities)

716604 20 2

(Cusip Number)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

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

2

 

             
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

3

 

             
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

4

 

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.

5

 

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

6 -----END PRIVACY-ENHANCED MESSAGE-----