e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 6, 2007
Bristow Group Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-31617
|
|
72-0679819 |
(State or other jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer |
of incorporation)
|
|
|
|
Identification No.) |
|
|
|
2000 W. Sam Houston |
|
|
Pkwy. S., Suite 1700 |
|
|
Houston, Texas
|
|
77042 |
(Address of principal executive offices)
|
|
(Zip Code) |
Registrants telephone number, including area code: (713) 267-7600
Former Name or Former Address, if Changed Since Last Report:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On July 6, 2007, Bristow Group Inc. (Bristow) posted to the Investor Relations page of its
website (www.bristowgroup.com) an update describing key drivers behind Bristows growth strategy
(the Growth Update). The Growth Update is furnished as Exhibit 99.1 hereto.
The Growth Update reports that, pro forma for the issuance in June 2007 of $300 million aggregate
principal amount of 7 1/2% senior notes due 2017, Bristows capital structure as of March 31, 2007
resulted in approximately 45% adjusted leverage. Adjusted leverage is a non-GAAP financial measure
consisting of Bristows debt plus its GE aircraft leases and U.K. unfunded pension obligations,
divided by Bristows book capitalization. Bristows management believes that disclosure of this
measure provides useful information because it provides greater transparency with respect to
Bristows payment obligations. Non-GAAP financial measures should not be considered as a
substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.
Information on Bristows website is not incorporated by reference in this Form 8-K. The
information in this Form 8-K and the attached exhibit shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the
liabilities of that Section, nor shall it be deemed incorporated by reference in any registration
statement or other filing under the Securities Act of 1933 or the Exchange Act unless Bristow
expressly states that such information is to be considered filed under the Exchange Act or
incorporates it by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
|
|
|
Exhibit Number |
|
Description of Exhibit |
|
|
|
99.1
|
|
Growth Update dated July 6, 2007. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 6, 2007
|
|
|
|
|
|
BRISTOW GROUP INC.
(Registrant)
|
|
|
By: |
/s/ Randall A. Stafford
|
|
|
|
Randall A. Stafford |
|
|
|
Vice President and General Counsel, Corporate Secretary |
|
|
EXHIBIT INDEX
|
|
|
Exhibit Number |
|
Description of Exhibit |
|
|
|
99.1
|
|
Growth Update dated July 6, 2007. |