-----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, BOgXXV0zm21AnIWK8mD/N3Pnbfv2MjYThPlcbHvn5dKy4nFHYB8vXlEPSsdyLILM cXb8b0nUV5UIi2H86L+n4A== 0000928385-02-003763.txt : 20021217 0000928385-02-003763.hdr.sgml : 20021217 20021217115518 ACCESSION NUMBER: 0000928385-02-003763 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021217 GROUP MEMBERS: CALEDONIA IND/SVCS LTD GROUP MEMBERS: CAYZER TRUST COMPANY LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OFFSHORE LOGISTICS INC CENTRAL INDEX KEY: 0000073887 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 720679819 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34191 FILM NUMBER: 02859681 BUSINESS ADDRESS: STREET 1: 224 RUE DE JEAN STREET 2: PO BOX 5C CITY: LAFAYETTE STATE: LA ZIP: 70505 BUSINESS PHONE: 3182331221 MAIL ADDRESS: STREET 1: 224 RUE DE JEAN 70508 STREET 2: PO BOX 5C CITY: LAFAYETTE STATE: LA ZIP: 70505 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CALEDONIA INVESTMENTS PLC CENTRAL INDEX KEY: 0001037766 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CAYZER HOUSE STREET 2: 1 THOMAS MORE ST CITY: LONDON ENGLAND STATE: A1 ZIP: 00000 BUSINESS PHONE: 4401714814343 MAIL ADDRESS: STREET 1: CAYZER HOUSE STREET 2: 1 THOMAS MORE ST CITY: LONDON ENGLAND SC 13D/A 1 dsc13da.txt AMENDMENT#2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Offshore Logistics, Inc. (Name of Issuer) Common Stock ($.01 par value) (Title of Class of Securities) 676255 10 2 ---------------------- (CUSIP Number) Mr. Graeme P. Denison, Caledonia Investments plc, Cayzer House, 30 Buckingham Gate, London England SWIE 6NN (44-20-7802-8080) (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) December 4, 2002 (Date of Event which Requires Filing of 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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss. 240.13d-7(b) 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 the 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). - -------------------------------------------------------------------------------- CUSIP NO. 676255 10 2 13D Page 2 of 11 Pages ================================================================================ 1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Caledonia Investments plc - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS (See Instructions) Not applicable - -------------------------------------------------------------------------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)[ ] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF SHARES - 0 - --------------------------------------------- 8) SHARED VOTING POWER BENEFICIALLY OWNED BY 1,752,754* --------------------------------------------- 9) SOLE DISPOSITIVE POWER EACH - 0 - --------------------------------------------- REPORTING 10) SHARED DISPOSITIVE POWER PERSON WITH 1,752,754* --------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,752,754* - -------------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- *Includes 452,754 shares of Common Stock that the Reporting Person has a right to acquire upon conversion of $10,350,000 of Convertible Subordinated Notes due 2003 (the "Notes") of the Issuer at an assumed conversion price of $22.86 per share. - -------------------------------------------------------------------------------- CUSIP NO. 676255 10 2 13D Page 3 of 11 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) The Cayzer Trust Company Limited - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS (See Instructions) Not applicable - -------------------------------------------------------------------------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF - 0 - -------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY 1,752,754* -------------------------------------------- OWNED BY 9) SOLE DISPOSITIVE POWER EACH - 0 - -------------------------------------------- REPORTING 10) SHARED DISPOSITIVE POWER PERSON 1,752,754* WITH -------------------------------------------- - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,752,754* - -------------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- *Includes 452,754 shares of Common Stock that the Reporting Person has a right to acquire upon conversion of $10,350,000 of Convertible Subordinated Notes due 2003 (the "Notes") of the Issuer at an assumed conversion price of $22.86 per share. CUSIP NO. 676255 10 2 13D Page 4 of 11 Pages 1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Caledonia Industrial and Services Limited - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS (See Instructions) Not applicable - -------------------------------------------------------------------------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF - 0 - SHARES -------------------------------------------- 8) SHARED VOTING POWER BENEFICIALLY - 0 - OWNED BY -------------------------------------------- 9) SOLE DISPOSITIVE POWER EACH - 0 - REPORTING -------------------------------------------- 10) SHARED DISPOSITIVE POWER PERSON - 0 - WITH -------------------------------------------- - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - - -------------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- Schedule 13D (Amendment No. 2) Under the Securities and Exchange Commission Act of 1934 Introduction As of December 4, 2002, Caledonia Industrial Services Ltd. ("CIS") is no longer a direct or indirect beneficial owner of any Common Stock (as defined below) of the Issuer (as defined below) following the sale to Caledonia (as defined below) by CIS of all of its Common Stock in the Issuer, pursuant to the terms and conditions of the Purchase Agreement (as defined below) discussed under Item 4 and attached as Exhibit 3. Item 1. Security and Issuer This Statement relates to the common stock ($.01 par value) ("Common Stock") of Offshore Logistics, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 224 Rue de Jean, Lafayette, LA 70508. Item 2. Identity and Background The persons filing this Statement (the "Reporting Persons"), the persons enumerated in Instruction C of Schedule 13D (the "Additional Persons") and, where applicable, their respective places of organization, directors, executive officers and controlling persons, and the information in respect of such persons, are as follows: (a) This Statement is filed by (i) Caledonia Investments plc ("Caledonia"), as the direct beneficial owner of the Common Stock previously referenced on pages 2 through 4; and (ii) The Cayzer Trust Company Limited ("Cayzer Trust") as an indirect beneficial owner of the Common Stock given its direct holdings of the securities of Caledonia (collectively all these entities are the "Reporting Persons"). As of December 4, 2002, CIS ceased to be a beneficial owner of Common Stock of the Issuer following the sale of its Common Stock to Caledonia, which is discussed under Item 4 herein. Caledonia is the direct beneficial holder of approximately 7.8% of the outstanding Common Stock of the Issuer. Cayzer Trust holds 37.7% of the outstanding common stock of Caledonia. Cayzer Trust may be deemed to control Caledonia. Cayzer Trust disclaims beneficial ownership of the Common Stock of the Issuer. (b) The principal business address of each Reporting Person is Cayzer House, 30 Buckingham Gate, London, England SWIE 6NN. The addresses of the officers and directors of the Reporting Persons are set forth on Schedule A hereto and are incorporated herein by reference. Caledonia is an investment holding company. Cayzer Trust is an investment holding company. CIS is an investment holding company. (c) Certain additional information about the officers and directors of the Reporting Persons is set forth on Schedule A hereto and is incorporated herein by reference. (d) During the last five years, neither any Reporting Person nor any Additional Persons, according to any of the Reporting Person's knowledge, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither any Reporting Person, nor any of the Additional Persons, according to any of the Reporting Person's knowledge, have been a party to a 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) Each Reporting Person is a corporation organized under the laws of England. Each of the Additional Persons is a citizen of The United Kingdom. Item 3. Source and Amount of Funds or Other Consideration The source of the (pound)24,822,999.01 used by Caledonia to purchase the 1,300,000 shares of Issuer Common Stock, the Certificated Notes (defined below) and the Uncertificated Notes (defined below) was though a debt payable from Caledonia to CIS. This debt equals the total purchase price of (pound)24,822,999.01, and is payable by Caledonia to CIS upon written demand to Caledonia at any time after December 4, 2002. The interest rate of the debt payable is equal to LIBOR plus one percent, and shall accrue according to the terms and conditions set forth in the Purchase Agreement (as defined below) attached as Exhibit 3. Item 4. Purpose of Transaction On December 4, 2002, Caledonia and CIS entered into a purchase and sale agreement ("Purchase Agreement") pursuant to which, and subject to the terms and conditions thereof, Caledonia agreed to purchase from CIS: (i) a total of 1,300,000 shares of the Issuer's Common Stock; and (ii) $7,500,000 in certificated convertible promissory notes due in 2003 (the "Certificated Notes") issued by the Issuer; and (iii) $2,850,000 in uncertificated convertible promissory notes due in 2003 (the "Uncertificated Notes") issued by the Issuer. The Certificated Notes and the Uncertificated Notes are immediately convertible into 452,754 shares of Issuer Common Stock (assuming full conversion) at an assumed conversion price of $22.86 per share. The total purchase price paid by Caledonia to CIS in the form of a debt payable was (pound)24,822,999.01. The debt is payable upon demand by CIS to Caledonia at any time after December 4, 2002. A copy of the Purchase Agreement is attached hereto as Exhibit 3. The summary of the transaction described above is qualified in its entirety by reference to the Purchase Agreement, which is attached as an exhibit hereto. Other than as described above, the Reporting Person currently has no plan or proposal which relates to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Person reserves the right to develop such plans or proposals consistent with applicable law. Item 5. Interest in Securities of Issuer (a) Caledonia is the direct beneficial owner of 1,752,754 shares of Common Stock of the Issuer. This amount includes a right to require 452,754 shares of Common Stock upon conversion of the Certificated Notes and the Uncertificated Notes due 2003 of the Issuer at an assumed conversion price of $22.86 per share. This holding represents approximately 7.8% of the total of 22,500,921 shares of Common Stock of the Issuer currently outstanding according to the Issuer's report on Form 10-Q filed on November 14, 2002 ("Issuer 10-Q"). By virtue of the relationships described in Item 2, Cayzer Trust may be deemed to share indirect beneficial ownership of the shares of Common Stock of the Issuer owned directly by Caledonia. Cayzer Trust disclaims all such beneficial ownership. As described herein, CIS is not a direct or indirect beneficial owner of shares of Common Stock of the Issuer. (b) Caledonia has the power to vote or direct the vote, and dispose or direct the disposal of the shares of Common Stock of the Issuer. (c) Other than the sale of shares of Common Stock of the Issuer by CIS to Caledonia discussed under Items 3 and 4, there have been no transactions in shares of Common Stock by any Reporting Person. (d) Caledonia has the right to receive and the power to direct receipt of dividends from the shares of Common Stock of the Issuer that it holds. (e) On December 4, 2002, CIS ceased to be a beneficial owner of Common Stock of the Issuer. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Under the terms of the Master Agreement dated December 12, 1996 among the Issuer, CIS, Caledonia and certain other persons (the "Master Agreement") and the Supplemental Letter Agreement to the Master Agreement dated December 19, 1996, CIS was given the right to designate two directors on the Issuer's board of directors, provided that CIS had: (1) at least 1,000,000 shares of Common Stock of the Issuer or (2) at least 49% of the total outstanding ordinary shares of Bristow Aviation Holdings Limited. If any director appointed by CIS declined or was unable to serve on the Issuer's board of director, the remaining CIS director had the right to designate another person to serve. CIS's right to appoint the two directors and all other rights, title, benefits and interests of CIS under the Master Agreement and Supplemental Letter Agreement were fully assigned to Caledonia pursuant to the terms of the Assignment dated December 12, 2002, which is attached hereto as Exhibit 4. The summary of the transactions and rights described above is qualified in its entirety by reference to the Master Agreement, Supplemental Letter Agreement and Assignment, which are attached as exhibits hereto. Item 7. Material to Be Filed as Exhibits Exhibits -------- 1* The Master Agreement dated December 12, 1996 is incorporated by reference to Exhibit to a Current Report on Form 8-K filed by Issuer with The Securities and Exchange Commission on January 3, 1997. 2* Supplemental Letter Agreement dated December 19, 1996 to the Master Agreement, previously filed with the Commission under this Schedule 13D on April 23, 1997. 3 The Purchase Agreement between Caledonia and CIS, dated December 4, 2002. 4 Assignment from CIS to Caledonia dated December 12, 2002. - ------------- * Previously filed. 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. December 16, 2002 CALEDONIA INVESTMENTS PLC By: /s/ Graeme P. Denison --------------------------------- Name: Graeme P. Denison ------------------------------- Title: Company Secretary ------------------------------ December 16, 2002 THE CAYZER TRUST COMPANY LIMITED By: /s/ J. I. Mehrtens --------------------------------- Name: J. I. Mehrtens ------------------------------- Title: Director ------------------------------ December 16, 2002 CALEDONIA INDUSTRIAL & SERVICES LIMITED By: /s/ Graeme P. Denison --------------------------------- Name: Graeme P. Denison ------------------------------- Title: Company Secretary ------------------------------ Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see U.S.C. 1001). Schedule A to Schedule 13D (i) Directors and Executive Officers of Caledonia Investments plc
Principal Name Residence Occupation Citizenship C. M. Allen-Jones Beacon House Retired United Kingdom Arkesden Nr. Saffron Walden Essex CB11 4HF England Peter N. Buckley 6 Albert Place Chairman, United Kingdom London Caledonia Investments plc W8 5PD England J. Burnett-Stuart Ardmeallie House Retired United Kingdom Huntly Aberdeenshire AB5 7RS, Scotland J. H. Cartwright Rectory Meadow Finance Director, United Kingdom Hawthorn Place, Penn Caledonia Investments plc Buckinghamshire HP10 8EH England Hon. C. W. Cayzer Finstock Manor Executive Director, United Kingdom Finstock Caledonia Investments plc Oxfordshire OX7 3DG England M. E. T. Davies Admington Hall Chairman, United Kingdom Shipston-on-Stour Thornhill Holdings Ltd. Warwickshire CV36 4JN England
Principal Name Residence Occupation Citizenship G. P. Denison 16 Highfield Road Company Secretary, United Kingdom Hertford Caledonia Investments plc Hertfordshire SG13 8BH England T. C. W. Ingram 6 Ranelagh Avenue Chief Executive, United Kingdom London Caledonia Investments plc SWG 3PJ England Sir David Kinloch 29 Walpole Street Deputy Chief Executive, United Kingdom London, Caledonia Investments plc SW3 4QS England J. R. H. Loudon Olantigh Company Director United Kingdom Wye Ashford Kent, England TN25 5EW M. G. Wyatt Pippin Park Non-executive director, United Kingdom Lidgate, Newmarket Caledonia Investments plc Suffolk CB8 9PP, England
(ii) Directors and Executive Officers of The Cayzer Trust Company Limited
Name Residence Principal Occupation Citizenship Peter N. Buckley 6 Albert Place Chairman, Caledonia Investments United Kingdom London plc W8 5PD England Hon. C. W. Cayzer Finstock Manor Executive Director, United Kingdom Finstock Caledonia Investments plc Oxfordshire OX7 3DG England J. I. Mehrtens 51 Oxenden Wood Road Director and United Kingdom Chelsfield Park Company Secretary, Orpington, The Cayzer Trust Company Limited Kent BR6 6HP England M. G. Wyatt Pippin Park Non-executive director, United Kingdom Lidgate, Newmarket Caledonia Investments plc Suffolk CB8 9PP England P. R. Davies No. 6 Belvedere House Lawyer United Kingdom Priory Road, Sunningdale, Berkshire SL5 9RH England I. A. Leeson Eaton House Chartered Accountant United Kingdom 7 Eaton Park Cobham Surrey KT11 2JF England Hon. Mrs. Gilmour Flat 8 Art Historian United Kingdom 62 Rutland Gate London SW7 1PJ England
EX-3 3 dex3.txt EXHIBIT 3 THIS AGREEMENT is made on 4 December 2002 BETWEEN (1) CALEDONIA INDUSTRIAL & SERVICES LIMITED whose registered office is at Cayzer House, 30 Buckingham Gate, London SW1E 6NN (the Vendor) (2) CALEDONIA INVESTMENTS PLC whose registered office is at Cayzer House, 30 Buckingham Gate, London SW1E 6NN (the Purchaser) WHEREAS (A) Offshore Logistics, Inc. whose business address is at 224 Rue du Jean, PO Box 5C, Lafayette, Louisiana 70505, United States (the Company) is a company incorporated under the laws of the State of Delaware. (B) The Vendor is the sole legal and beneficial owner of the securities in the Company listed in the schedule to this Agreement (the Securities). (C) The Vendor has agreed to sell all of the Securities to the Purchaser for the consideration and upon the terms set out in this Agreement. IT IS AGREED as follows: 1. SALE OF THE SECURITIES AND CONSIDERATION 1.1 The Vendor agrees to sell the Securities and the Purchaser agrees to purchase the Securities, on the terms that the same covenants shall be deemed to be given by the Vendor on Completion in relation to the Securities as are implied under Part I of the Law of Property (Miscellaneous Provisions) Act 1994 where a disposition is expressed to be made with full title guarantee. The Securities shall be sold free from all security interests, options, equities, claims or other third party rights (including, without limitation, rights of pre-emption) of any nature whatsoever, together with all rights attaching to them including, without limitation, the right to receive all dividends and other distributions declared, made or paid on or after the date of this Agreement. 1.2 The total purchase price for the Securities shall be the payment by the Purchaser to the Vendor of the sum of (pound)24,822,999.01 (being the sterling value of the latest available mid market prices for the Securities multiplied by the number of Securities on the last practicable date prior to the execution of this Agreement and which includes accrued plus unpaid interest of (pound)185,651.36 receivable in relation to the 6 per cent. convertible loan stock). 2. COMPLETION 2.1 The sale and purchase of the Securities shall be completed immediately after this Agreement is signed, when the events set out in the following provisions of this clause 2 shall take place. 2.2 The Vendor shall, where appropriate, deliver or cause to be delivered to the Purchaser duly executed transfers into the name of the Purchaser or its nominee in respect of all the Securities, together with the relative share certificates or, if any of the Securities are in uncertificated form, the Vendor shall procure that the appropriate action is taken in order to ensure that the Vendor's entire interest in such Securities is transferred to the Purchaser. 2.3 The purchase price referred to in clause 1.2 shall be left outstanding (together with accrued interest thereon) as a debt payable on demand in writing made by the Vendor on the Purchaser at any time after the date of this Agreement, carrying interest on the principal amount (and any interest owed in respect of periods up to the start of the relevant interest period) at the rate of LIBOR plus one (1) per cent. (as defined below) which shall be calculated in respect of each period of three months for which the purchase price is left outstanding (an interest period) and payable on the last day of each such interest period. In the event that the purchase price and interest thereon is repaid otherwise than at the end of an interest period, the interest in respect of the period from the end of the last interest period until the date of such repayment shall be the rate of LIBOR plus one (1) per cent. pro-rated (on a simple time basis) accordingly. 2.4 For the purposes of this Agreement "LIBOR" means: (a) the display rate of the offered quotation for deposits in pounds sterling for a period of three months of Telerate Page 3749 (as defined below) at or about 11.00 a.m. on the relevant date; or (b) if the display rate cannot be determined under paragraph (a) above, the rate determined by the Purchaser to be the arithmetic mean (rounded, if necessary, to the nearest two decimal places with the midpoint rounded upwards) of the rates notified to the Purchaser by each of HSBC Bank plc and Barclays Bank plc as the rate at which such bank is offering deposits in pounds sterling and for the period of six months in the relevant amount at or about 11.00 a.m. on the relevant date. For the purposes of this clause 2.4 "Telerate Page 3749" means the display designated as page 3749 on the Telerate Service (or such other page as may replace page 3749 on that service or such other service as may be nominated by the British Bankers' Association (including the Reuters Screen) as the information vendor for the purposes of displaying British Bankers' Association Interest Settlement Rates for deposits in the currency concerned. 3. WARRANTIES The Vendor represents and warrants to the Purchaser that: (a) the Vendor is the sole legal and beneficial owner of the Securities free from all security interests, options, equities, claims or other third party rights (including, without limitation, rights of pre-emption) of any nature whatsoever; and Page 2 (b) the Vendor has the legal right to dispose of the Securities. 4. ENTIRE AGREEMENT This Agreement sets out the entire agreement and understanding between the parties in respect of the sale and purchase of the Securities. 5. FURTHER ASSURANCE The Vendor agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as the Purchaser may reasonably require, whether on or after Completion, to implement and/or give effect to this Agreement and the transaction contemplated by it and for the purpose of vesting in the Purchaser the full benefit of the assets, rights and benefits to be transferred to the Purchaser under this Agreement. 6. VARIATION No variation of this Agreement (or of any of the documents referred to in this Agreement) shall be valid unless it is in writing and signed by or on behalf of each of the parties to it. 7. NO RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. 8. GOVERNING LAW This Agreement and the relationship between the parties shall be governed by, and interpreted in accordance with, English law. Page 3 Schedule 1 The Securities - ------------------------------- ---------------------- -------------------- Type Number Value ((pound)) - ------------------------------- ---------------------- -------------------- - ------------------------------- ---------------------- -------------------- Common Stock 1,300,000 17,661,285.18 - ------------------------------- ---------------------- -------------------- - ------------------------------- ---------------------- -------------------- 6% Convertible Loan Stock 10,350,000 7,161,713.83 - ------------------------------- ---------------------- -------------------- Page 4 IN WITNESS whereof this Agreement has been signed by and on behalf of the parties on the day and year first before written. SIGNED by /s/ Caledonia Industrial & Services Limited ) for and on the behalf of ) CALEDONIA INDUSTRIAL & ) SERVICES LIMITED ) SIGNED by /s/ Caledonia Investments plc ) for and on the behalf of ) CALEDONIA INVESTMENTS PLC ) Page 5 CONTENTS CLAUSE PAGE 1. SALE OF THE SECURITIES AND CONSIDERATION ...........................1 2. COMPLETION .........................................................1 3. WARRANTIES .........................................................2 4. ENTIRE AGREEMENT ...................................................3 5. FURTHER ASSURANCE ..................................................3 6. VARIATION ..........................................................3 7. NO RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 .......3 8. GOVERNING LAW ......................................................3 SCHEDULE 1 THE SECURITIES ..............................................4 Page I 4 DECEMBER 2002 CALEDONIA INDUSTRIAL & SERVICES LIMITED CALEDONIA INVESTMENTS PLC ================================================================================ AGREEMENT FOR THE SALE AND PURCHASE OF SECURITIES IN OFFSHORE LOGISTICS INC ================================================================================ LOGO [FRESHFIELDS BRUCKHAUS DERINGER] EX-4 4 dex4.txt EXHIBIT 4 ASSIGNMENT THIS ASSIGNMENT is made on 12 December 2002 BETWEEN: (1) CALEDONIA INDUSTRIAL AND SERVICES LIMITED whose registered office is at Cayzer House, 30 Buckingham Gate, London, SW1E 6NN (the Assignor); and (2) CALEDONIA INVESTMENTS PLC whose registered office is at Cayzer House, 30 Buckingham Gate, London, SW1E 6NN (the Assignee). WHEREAS: (A) On 12 December 1996 the Assignor and Offshore Logistics Inc. (Offshore Logistics) (among others) entered into a master agreement (the Master Agreement). (B) On 19 December 1995 the Assignor and Offshore Logistics Inc entered into a supplemental agreement to the Master Agreement (the Contract). (C) Pursuant to an agreement dated 4 December 2002 between Assignor and Assignee (the Sale and Purchase Agreement), the Assignor sold its entire holding of Securities (as such term is defined in the Sale and Purchase Agreement) to the Assignee. (D) This Assignment is entered into pursuant to the Sale and Purchase Agreement. IT IS AGREED: 1. The Assignor hereby assigns and transfers to the Assignee the benefit of all the Assignor's right, title, benefit and interest to, in and under the Contract TO HOLD the same unto the Assignee absolutely, free and clear of all mortgages, charges, pledges, liens, trusts, claims and other interests. 2. The Assignor shall promptly give Offshore Logistics written notice of this Assignment in the form set out in Schedule 1. 3. The Assignor agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) all such further documents as may be required by law or as may be necessary or reasonably desirable to implement and/or give effect to this Assignment, and as the Assignee may, from time to time, reasonably request for the purpose of implementing this Assignment. 4. This Assignment may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which is an original but all of which together constitute one and the same instrument. 5. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act of 1999 to enforce any of its terms. 6. This Assignment and the relationship between the parties shall be governed by, and interpreted in accordance with, English law. IN WITNESS WHEREOF this Assignment has been executed on the date written above. -----END PRIVACY-ENHANCED MESSAGE-----