BRISTOW GROUP INC - BRS Annual Report (10-K) Item 12. Security Ownership of Certain Beneficial Owners ...

The following is an excerpt from a 10-K SEC Filing, filed by OFFSHORE LOGISTICS INC on 12/16/2005.

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BRISTOW GROUP INC - 10-K - 20051216 - SECURITY_OWNERS


Item 12.	*Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters*

Equity Compensation Plan Information

(a)

(b)

(c)

Number of Securities

Weighted-Average

Remaining Available for

Number of Securities to Be

Exercise Price of

Future Issuance under

Issued upon Exercise of

Outstanding

Equity Compensation

Outstanding Options,

Options, Warrants

Plans (excluding securities

Plan Category

Warrants and Rights

and Rights

reflected in column (a)

Equity Compensation plans approved by security holders(1)

831,513

22.59

1,104,000

Equity Compensation plans not approved by security holders

N/A

Total

831,513

22.59

1,104,000


(1)		These figures include options outstanding under the 1991 Plan, the 1994 Plan, the 2003 Plan and the 2004 Plan. The amounts for the 1991 Plan alone are: column (a) 68,000, column (b) $15.85, column (c) —. The amounts for the 1994 Plan alone are: column (a) 627,513, column (b) $21.76, column (c) —. The amounts for the 2003 Plan alone are: column (a) 80,000, column (b) $26.99, column (c) 160,000. The amounts for the 2004 Plan alone are: column (a) 56,000, column (b) $33.73, column (c) 944,000.

HOLDINGS OF PRINCIPAL STOCKHOLDERS

The following table shows as of December 9, 2005, certain information with respect to beneficial ownership of our Common Stock by any person known by us to be the beneficial owner of more than five percent of any class of our voting securities:


	Amount
	Beneficially			Title		Percent
Name and Address of Beneficial Owner	Owned			of Class		of Class(1)

Caledonia Investments plc Cayzer House, 30 Buckingham Gate London, England SW1 E6NN		1,300,000	(2)		Common		5.6%
Dimensional Fund Advisors, Inc. 1299 Ocean Avenue, 11th Floor Santa Monica, CA 90401		1,796,686	(3)		Common		7.7%
Franklin Resources, Inc. One Parker Plaza, 9th Floor Fort Lee, NJ 07024		1,221,550	(4)		Common		5.2%
FMR Corp. 82 Devonshire Street Boston, MA 02109		2,903,300	(5)		Common		12.4%


(1)		Percentage of the Common Stock of the Company outstanding as of December 9, 2005.

(2)		According to a Schedule 13D/A filed on July 29, 2003 by (i) Caledonia Investments plc (“Caledonia”) as the direct beneficial owner of 1,300,000 of such shares of Common Stock; and (ii) The Cayzer Trust Company Limited (“Cayzer Trust”) as an indirect beneficial owner given its direct holdings of the securities of Caledonia. Caledonia and Cayzer Trust have shared voting and dispositive power over the 1,300,000 shares of Common Stock.

(3)		According to a Schedule 13G/A filed on February 9, 2005 with the Securities and Exchange Commission, Dimensional Fund Advisors, Inc. has sole voting and dispositive power with respect to and beneficially owns 1,796,686 of such shares of Common Stock.

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(4)		According to a Schedule 13G filed on February 11, 2005 with the Securities and Exchange Commission, the securities are beneficially owned by one or more open or closed-end investment companies or other managed accounts which are advised by direct and indirect investment advisory subsidiaries (the “Adviser Subsidiaries”) of Franklin Resources, Inc. (“FRI”). Such advisory contracts grant to such Adviser Subsidiaries all investment and/or voting power over the securities owned by such advisory clients. Franklin Advisory Services, LLC, has sole voting power with respect to 1,202,200 shares of Common Stock and sole dispositive power with respect to 1,205,600 shares of Common Stock. Fiduciary Trust Company International has sole voting and dispositive power with respect to 15,950 shares of Common Stock.

(5)		According to Schedule 13G/A filed on February 14, 2005 with the Securities and Exchange Commission, FMR Corp. has sole voting power with respect to 515,900 of such shares of Common Stock, sole dispositive power with respect to 2,903,000 of such shares of Common Stock, and beneficially owns 2,903,000 of such shares of Common Stock.

HOLDINGS OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

The following table shows as of December 9, 2005, certain information with respect to beneficial ownership of our Common Stock by (i) each director or nominee, (ii) each of the executive officers named in the Summary Compensation Table above, and (iii) all of our directors, nominees and executive officers as a group:

Amount

Beneficially

Title

Percent

Name of Beneficial Owner

Owned(1)

of Class

of Class(2)

Thomas N. Amonett

Common

Peter N. Buckley

1,322,000

(3)

Common

5.7

Richard Burman

8,000

Common

Stephen J. Cannon

5,000

Common

Jonathan H. Cartwright

1,322,000

(3)

Common

5.7

William E. Chiles

25,000

Common

Bill Donaldson

19,333

Common

H. Eddy Dupuis(4)

Common

Michael A. Flick

Common

David M. Johnson

50,000

Common

Kenneth M. Jones

50,600

Common

Pierre H. Jungels

12,000

Common

Thomas C. Knudson

5,000

Common

Drury A. Milke(5)

415

Common

George M. Small(6)

515

Common

Ken C. Tamblyn

13,000

Common

Robert W. Waldrup

29,000

Common

All Directors, Nominees and Executive Officers as a Group
(21 persons)(3) (7)

1,618,001

Common

6.9


*		Less than 1%.

(1)		Based on information as of December 9, 2005, supplied by directors, nominees and executive officers. Unless otherwise indicated, all shares are held by the named individuals with sole voting and investment power. Stock ownership described in the table includes for each of the following directors or executive officers options to purchase within 60 days after September 20, 2005, the number of shares of Common Stock indicated after such director’s or executive officer’s name: Peter N. Buckley — 22,000 shares; Richard Burman — 8,000 shares; Stephen J. Cannon — 5,000 shares; Jonathan H. Cartwright — 22,000 shares; William E. Chiles — 25,000 shares; Bill Donaldson — 19,333 shares; David M. Johnson — 38,000 shares; Kenneth M. Jones — 48,000 shares; Pierre H. Jungels — 12,000 shares; Thomas C. Knudson — 5,000 shares; Ken C. Tamblyn — 12,000 shares; and Robert W. Waldrup — 14,000 shares and the following number of shares of Common Stock which were vested at June 30, 2005, under the Company’s Employee Savings and Retirement

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		Plan (the “401(k) Plan”), based on the 401(k) Plan statement dated June 30, 2005: George M. Small — 515 shares. Shares held in the 40l(k) Plan are voted by the trustee.

(2)		Percentages of our Common Stock outstanding as of December 9, 2005.

(3)		Because of the relationship of Messrs. Buckley and Cartwright to Caledonia, Messrs. Buckley and Cartwright may be deemed indirect beneficial owners of our securities owned by Caledonia (see “Holdings of Principal Stockholders”). Pursuant to Rule 16a-1(a)(3), both Mr. Buckley and Mr. Cartwright are reporting indirect beneficial ownership of the entire amount of our securities owned by Caledonia. Messrs. Buckley and Cartwright disclaim beneficial ownership of the securities owned by Caledonia.

(4)		Effective April 26, 2005, Mr. Dupuis resigned from the Company.

(5)		Effective April 26, 2005, Mr. Milke’s employment was terminated by the Company.

(6)		Mr. Small retired from the Company effective July 15, 2005.

(7)		Including 275,331 shares, which may be acquired within 60 days of December 9, 2005 upon exercise of options.

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