Edgar Filing: PHI INC - Form SC 13G/A

sc13gza

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 9 )*

PHI Inc.

(Name of Issuer)

Voting Common Stock

(Title of Class of Securities)

6933T 10 6

(CUSIP Number)

December 31, 2007

(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)

	þ		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 (“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.		6933T 10 6	13G	Page		2		of		7 Pages


1	NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of Above Persons (entities only) Woodbourne Partners, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Missouri

		5	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	223,765

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		6933T 10 6	13G	Page		3		of		7 Pages


1	NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of Above Persons (entities only) Clayton Management Company


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Missouri

		5	SOLE VOTING POWER

NUMBER OF			223,765

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			223,765

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	223,765

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		6933T 10 6	13G	Page		4		of		7 Pages


1	NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of Above Persons (entities only) John D. Weil


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Missouri

		5	SOLE VOTING POWER

NUMBER OF			223,765

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			223,765

WITH		8	SHARED DISPOSITIVE POWER

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	223,765

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No. 6933T 10 6	13G	Page 5 of 7 Pages

AMENDMENT NO. 9 TO SCHEDULE 13G

The Reporting Person reported the acquisition of shares of Voting Common Stock (“Stock”) of PHI Inc., a Delaware corporation (“Issuer”), 113 Borman Drive, P.O. Box 23502, Lafayette, LA 70508, in an initial filing of this Schedule 13G on February 16, 1999. In this regard, Item 4 (as heretofore amended) is hereby amended as follows. All other items are unchanged from the initial filing, as amended.

Item 4. Ownership.

Weil

Clayton

(sole director and

(general partner

shareholder of

Woodbourne

of Woodbourne)

Clayton)

)

Amount beneficially owned:

223,765

)

Percent of Class:

7.8

)

Number of Shares as to which the person has:

)

Sole power to vote or direct the vote:

-0-

223,765

(ii)

Shared power to vote or direct the vote:

-0-

(iii)

Sole power to dispose or to direct the disposition of:

-0-

223,765

(iv)

Shared power to dispose or to direct the disposition of:

-0-

Percentage figures are based on 2,852,616 shares outstanding as of the company’s most recent 10-Q filing with the SEC.


CUSIP No. 6933T 10 6	13G	Page 6 of 7 Pages

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, 2008	WOODBOURNE PARTNERS, L.P., by its General Partner, CLAYTON MANAGEMENT COMPANY
	/s/ John D. Weil
	John D. Weil, President

Dated: February 13, 2008	CLAYTON MANAGEMENT COMPANY
	/s/ John D. Weil
	John D. Weil, President

Dated: February 13, 2008	/s/ John D. Weil
	John D. Weil


CUSIP No. 6933T 10 6	13G	Page 7 of 7 Pages

EXHIBIT A TO SCHEDULE 13G

AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned persons, on February 13, 2008, agree and consent to the joint filing on their behalf of this Amendment No. 7 to Schedule 13G in connection with their beneficial ownership of the voting common 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