SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
Dated March 14, 2003
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CHC Helicopter Corporation
(Exact name of registrant as specified in its Charter)
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Hangar #1, St. John's Airport
P.O. Box 5188
St. John's, Newfoundland
Canada A1C 5V5
(Address of registrant's principal executive offices)
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Indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F
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Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____
Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes No x
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If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b): 82-_____
CHC ANNOUNCES ACCEPTANCE OF NORMAL COURSE ISSUER BID
Tuesday, March 11, 2003, St. John's, Newfoundland, Canada: CHC Helicopter
Corporation ("CHC") (TSX: FLY.A and FLY.B; NYSE: FLI) announced that the Toronto
Stock Exchange has accepted the notice of intention filed by CHC to make a
normal course issuer bid for the purchase of up to 1,299,458 class A subordinate
voting shares, representing approximately 7% of the 17,875,200 class A
subordinate voting shares outstanding as of February 28, 2003 (or approximately
10% of the public float). Under the terms of the normal course issuer bid,
purchases may be made at the discretion of CHC (subject to applicable law and
the rules of the Toronto Stock Exchange) commencing on March 12, 2003 and ending
on March 11, 2004 (or such earlier date as CHC may complete its purchases).
Purchases under the bid will be made through the facilities of the Toronto Stock
Exchange at the prevailing market price. Any class A subordinate voting shares
acquired by CHC will be cancelled.
CHC believes that, from time to time, the market price of its class A
subordinate voting shares may not fully reflect the value of its business and
future business prospects and accordingly, may represent an attractive
investment to CHC and a desirable use of its available funds.
CHC Helicopter Corporation is the world's leading provider of heavy and medium
helicopter services to the global offshore oil and gas industry, with aircraft
operating in 23 countries and a team of approximately 2,500 professionals
worldwide.
Jo Mark Zurel, Senior Vice-President Derrick Sturge,
& Chief Financial Officer Vice-President, Finance
709-570-0567 709-570-0713
Chris Flanagan
Director of Communications
709-570-0749/685-1537
If you wish to be added to, or removed from, the Company's distribution list,
please call 709-570-0749 or e-mail communications@stjohns.chc.ca.
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This press release may contain projections and other
forward-looking statements within the meaning of the "safe harbour" provision of
the United States Private Securities Litigation Reform Act of 1995. While these
projections and other statements represent our best current judgement, they are
subject to risks and uncertainties that could cause actual results to vary.
These statements may involve risks and uncertainties including, but not limited
to, factors detailed in CHC's Annual Report on Form 20-F and in other filings
with the United States SEC. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual outcomes
may vary materially from those indicated.
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CHC HELICOPTER CORPORATION
NOTICE OF INTENTION TO MAKE A NORMAL COURSE ISSUER BID
NOTICE is hereby given by CHC Helicopter Corporation (the
"Corporation") that it intends to make a normal course issuer bid (the "Bid")
through the facilities of the Toronto Stock Exchange (the "TSX"). The
Corporation is governed by the Canada Business Corporations Act. Its principal
office is located at Hangar #1, St. John's Airport, P.O. Box 5188, St. John's,
Newfoundland, A1C 5V5.
Item 1. NAME OF ISSUER
CHC Helicopter Corporation
Item 2. SHARES SOUGHT
Class A subordinate voting shares ("Subordinate Voting Shares")
(one vote per share) in the capital of the Corporation.
The Corporation may acquire up to 1,299,458 Subordinate Voting
Shares pursuant to the Bid, representing 7.3% of the outstanding Subordinate
Voting Shares or 10% of the public float, calculated as at February 28, 2003.
The Corporation's purchase of Subordinate Voting Shares in any 30-day period
will not exceed 2% of the number of issued and outstanding Subordinate Voting
Shares, calculated as at February 28, 2003. All Subordinate Voting Shares
purchased under the Bid will be cancelled.
As at February 28, 2003, the Corporation had 17,875,200 Subordinate
Voting Shares outstanding, 12,994,580 of which were in the public float. As at
the same date, the Corporation also has 2,953,495 class B multiple voting shares
("Multiple Voting Shares") (10 votes per Multiple Voting Share) and 11,000,000
ordinary shares ("Ordinary Shares") (1 vote per 10 Ordinary Shares) in the
capital of the Corporation outstanding. Multiple Voting Shares are convertible
into Subordinate Voting Shares on the basis of one Subordinate Voting Share for
each Multiple Voting Share.
Item 3. DURATION
The Bid will commence on March 12, 2003 and will terminate on the
earlier of: (i) March 11, 2004; and (ii) the date on which a total of 1,299,458
Subordinate Voting Shares have been purchased by the Corporation pursuant to the
Bid.
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Item 4. METHOD OF ACQUISITION
All purchases of Subordinate Voting Shares will be at the
discretion of the Corporation and will be made on the open market through the
facilities of the TSX from time to time. Purchases of and payment for
Subordinate Voting Shares will be made by the Corporation in accordance with the
Rules and Policies of the TSX. The price that the Corporation will pay for
Subordinate Voting Shares acquired pursuant to the Bid will be the market price
of such shares at the time of acquisition. It is not the Corporation's current
intention to make purchases of Subordinate Voting Shares (other than by way of
an exempt offer) other than by means of open market transactions during the
period in which the Bid is outstanding.
Item 5. CONSIDERATION OFFERED
The price that the Corporation will pay for the Subordinate Voting
Shares purchased by it under the Bid will be the market price of such shares at
the time of acquisition. The funds required to purchase the Subordinate Voting
Shares will be provided from the Corporation's working capital and from existing
lines of credit available to the Corporation.
The Corporation and any vendor of the Subordinate Voting Shares
will be required to pay commissions to their respective brokers with respect to
the purchase and sale of the shares at such rates as are applicable at the time
of such purchase and sale.
Item 6. REASONS FOR THE NORMAL COURSE ISSUER BID
The Board of Directors of the Corporation has authorized the Bid
because it believes it is an appropriate use of the Corporation's available
funds to purchase Subordinate Voting Shares when, in the opinion of management,
the market price of the Subordinate Voting Shares may not fully reflect the
value of the business of the Corporation and its future business prospects.
Accordingly, the Subordinate Voting Shares may represent an attractive
investment.
Unlike the Subordinate Voting Shares, the Multiple Voting Shares
are not widely held. As such, a limited market exists for the purchase and sale
of Multiple Voting Shares resulting in lower trading volumes. Holders of
Multiple Voting Shares who have converted their Multiple Voting Shares into
Subordinate Voting Shares may sell their Subordinate Voting Shares pursuant to
the Bid and for the foregoing reasons, the Bid is not being made in respect of
the Multiple Voting Shares.
All of the Ordinary Shares are held by an affiliate of Craig L.
Dobbin, the Chairman and Chief Executive Officer of the Corporation and are not
listed on the TSX or any other exchange and, accordingly, the Bid is not being
made in respect of the Ordinary Shares.
Item 7. VALUATIONS
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After reasonable inquiry, the directors and officers of the
Corporation are not aware of any appraisal or valuation regarding the
Corporation or its material assets or securities prepared within the two years
preceding the date of this Notice.
Item 8. PREVIOUS PURCHASES
Not Applicable.
Item 9. PERSONS ACTING JOINTLY OR IN CONCERT WITH THE ISSUER
No party is acting jointly or in concert with the Corporation with
respect to the Bid.
Item 10. ACCEPTANCE BY INSIDERS, AFFILIATES AND ASSOCIATES
To the Corporation's knowledge, after reasonable inquiry, none of
the directors or senior officers of the Corporation, any associate of any such
persons, any person acting jointly or in concert with the Corporation or any
person holding 10% or more of the Subordinate Voting Shares, Multiple Voting
Shares or Ordinary Shares, currently intends to sell Subordinate Voting Shares
during the term of the Bid and/or convert Multiple Voting Shares to Subordinate
Voting Shares for purposes of selling Subordinate Voting Shares during the term
of the Bid.
Since all purchases of Subordinate Voting Shares by the Corporation
will be made in the open market, the Corporation may not be in a position to
know in advance the identity of persons from whom it will purchase shares. As a
result, if any of those persons or companies referred to in the preceding
paragraph choose to dispose of some or all of their Subordinate Voting Shares by
selling such shares in the market during the currency of the Bid, it may be that
some or all of the Subordinate Voting Shares so sold will be purchased by the
Corporation. There is, however, no arrangement whereby the Corporation will
accord any preference in respect of Subordinate Voting Shares held by any such
persons or companies nor is there any benefit, direct or indirect, to any such
persons or companies which will not be equally available to any shareholder who
sells (or retains) shares. The Corporation has no contracts, arrangements or
understandings, formal or informal, with any of its securityholders or any other
person or company in relation to the proposed purchases, other than its
appointment of a securities dealer as its broker to make purchases on behalf of
the Corporation under the Bid.
Item 11. BENEFITS FROM THE NORMAL COURSE ISSUER BID
The direct or indirect benefits to any person or company referred
to in Item 10 would be the same as the benefits to any other shareholder who
sells, or does not sell, Subordinate Voting Shares.
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Item 12. MATERIAL CHANGES IN THE AFFAIRS OF THE ISSUER
There have been no material changes or present plans or proposals
for material changes in the affairs of the Corporation other than as disclosed
in this notice or as previously disclosed to the public.
Item 13. CERTIFICATE
The undersigned, Jo Mark Zurel, Senior Vice President & Chief
Financial Officer, duly authorized by the Board of Directors of the Corporation,
certifies that the foregoing notice is complete and accurate and is in
compliance with Part 6 of the Rules and Policies of the TSX, that the contents
of this notice and the making of the Bid have been authorized by the Board of
Directors of the Corporation and that this notice contains no untrue statement
of a material fact and does not omit to state a material fact that is required
to be stated or that is necessary to make a statement not misleading in the
light of the circumstances in which it is made.
DATED as of the 7th day of March, 2003.
(Signed) "Jo Mark Zurel"
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Jo Mark Zurel
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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, thereto duly authorized.
Date: March 14, 2003
CHC HELICOPTER CORPORATION
(Registrant)
By /s/ Jo Mark Zurel
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Jo Mark Zurel
Senior Vice President and
Chief Financial Officer