In re BRISTOW GROUP INC.

                                                 UNITED                                                 STATES OF AMERICA 

                                                                     Before                                                                     the                                                                     

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 
Release No.  56533 / September 26, 2007 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No.  2727 / September 26, 2007 
ADMINISTRATIVE PROCEEDING 
File No. 3-12833 
In the Matter of 
BRISTOW GROUP INC., 
Respondent. 
ORDER INSTITUTING CEASE-AND-DESIST 
PROCEEDINGS, MAKING FINDINGS, AND 
IMPOSING A CEASE-AND-DESIST ORDER 
PURSUANT TO SECTION 21C OF THE 
SECURITIES EXCHANGE ACT OF 1934 
I. 
The Securities and Exchange Commission (“Commission”) deems it appropriate that  
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 
Securities Exchange Act of 1934 (“Exchange Act”), against Bristow Group Inc. (“Bristow” or 
“Respondent”).  
II. 
In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the findings 
herein, except as to the Commission’s jurisdiction over Respondent and the subject matter of these 
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease-
and-Desist Proceedings, Making Findings, and Imposing a Cease-and-Desist Order Pursuant to 
Section 21C of the Securities Exchange Act of 1934 (“Order”), as set forth below. 

III. 
On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
Summary 
From at least 2003 through approximately the end of 2004, Bristow’s wholly-
owned United States subsidiary, AirLog International, Ltd. (“AirLog”), through its Nigerian 
affiliate, Pan African Airlines Nigeria Ltd. (“PAAN”), made improper payments totaling 
approximately $423,000 (the “improper payments”) to employees of the governments of two 
Nigerian states (the “tax officials”) to influence them to improperly reduce the amount of 
expatriate employment taxes payable by PAAN to the respective Nigerian state governments.  The 
improper payments were not properly recorded in AirLog’s books and records, which were 
consolidated into Bristow’s books and records.  During the same time period, PAAN also 
underreported its expatriate payroll expenses in Nigeria.  Those expenses were not properly 
recorded in AirLog’s books and records, and accordingly, were not accurately reported in 
Bristow’s books and records.  Bristow’s internal controls failed to detect and prevent the improper 
payments and underreported expatriate payroll expenses.  In addition, Bristow’s internal controls 
failed to provide reasonable assurances that the company’s books and records accurately reflected 
the nature and purpose of the improper payments and the company’s expatriate payroll expenses.
2 
Respondent 
1.         Bristow, a Delaware corporation with its headquarters in Houston, Texas, provides 
helicopter transportation services and operates oil and gas production facilities.  Prior to August 22, 
2005, Bristow was headquartered in Lafayette, Louisiana.  Bristow’s common stock is registered 
with the Commission pursuant to Section 12(b) of the Exchange Act and is listed on the New York 
Stock Exchange. 
Other Relevant Entities
            2.            AirLog is a Delaware corporation headquartered in New Iberia, Louisiana.  AirLog 
is a wholly-owned subsidiary of Bristow. 
1 
The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other 
person or entity in this or any other proceeding. 
2
 During the same time period, another Bristow affiliate, Bristow Helicopters (International), Ltd. (“Bristow 
Helicopters”), also made similar improper payments to Nigerian tax officials through its Nigerian affiliate Bristow 
Helicopters (Nigeria), Ltd. (“Bristow Nigeria”).  Neither Bristow Helicopters nor Bristow Nigeria is an issuer for 
purposes of Section 30A of the Exchange Act and neither company is organized under the laws of the United States. 
However, Bristow Helicopters’ and Bristow Nigeria’s financials were consolidated into Bristow Aviation Holding, 
Ltd.’s (“Bristow Aviation”) financials, which were ultimately consolidated into Bristow’s financials.  Further, in 
addition to PAAN, Bristow Nigeria underreported its expatriate payroll expenses (collectively, “payroll expenses”).  
As a result, Bristow’s reporting, books and records and internal controls violations are based on the improper 
payments of Bristow Helicopters, Bristow Nigeria, AirLog and PAAN as well as Bristow Nigeria and PAAN’s 
underreported payroll expenses.   
2


            3.            PAAN, a Bristow affiliate operating in Nigeria, was 40% owned by ALN Inc., a 
Delaware corporation which is a wholly-owned subsidiary of Bristow, during the relevant period. 
4. Bristow Aviation, incorporated and headquartered in Redhill, England, is a Bristow 
affiliate.  Bristow owns 49% of Bristow Aviation’s common stock and 100% of Bristow 
Aviation’s subordinated debt. 
5.         Bristow         Helicopters
, incorporated and headquartered in Redhill, England, is a 
Bristow affiliate and is ultimately owned by Bristow Aviation.  
6.            Bristow            Nigeria
, a Bristow affiliate operating in Nigeria, was 40% owned by 
Bristow Aviation during the relevant period.   
Facts 
An Overview of the Improper Payments 
7. From at least 2003 through approximately the end of 2004, Bristow’s subsidiary, 
AirLog, through its Nigerian affiliate, PAAN, made at least $423,000 in improper payments to tax 
officials employed by two Nigerian state governments.  These payments had the purpose and effect 
of influencing the tax officials to reduce the annual amount of expatriate employment tax, referred 
to as the expatriate “Pay As You Earn” (“PAYE”) tax, PAAN owed to the Nigerian state 
governments.  The payments were made with the knowledge and approval of senior employees of 
PAAN, and the release of funds for the payments was approved by at least one former senior 
officer of Bristow (the “senior officer”). 
8. PAAN was responsible for paying an annual PAYE tax to the Nigerian state 
governments in each state where PAAN operated.  At the end of each year, the government of each 
Nigerian state assessed a tax on the salaries, as determined by each Nigerian state, of PAAN 
employees in that state and sent PAAN a demand letter.  The Nigerian state governments used their 
own pre-determined, or “deemed,” salaries in making their demand calculations.  PAAN then 
negotiated with the tax officials to lower the amount assessed.  In each instance, the PAYE tax 
demand amount was lowered and a separate cash payment amount for the tax officials was 
negotiated. Each state government then sent a new demand letter to PAAN, reflecting only the 
negotiated payment to the state government, and not the separate cash payment negotiated for the 
tax officials. Upon payment, each state government provided PAAN with a receipt reflecting only 
the amount payable to the state government.  The demand letters and receipts were sent to lower 
level accounting personnel at AirLog in the United States.  That documentation was not forwarded 
to Bristow’s corporate headquarters. 
Bristow’s Discovery of the Improper Payments and its Response 
9. Bristow discovered the potentially improper payments at a company management 
meeting in October 2004 where Bristow’s newly appointed chief executive officer (“CEO”) heard 
a comment suggesting the possibility that payments had been made to government officials in 
3


Nigeria. The CEO immediately brought the matter to the attention of the audit committee and 
contacted outside counsel.  The audit committee hired independent counsel to conduct an internal 
investigation. Bristow promptly brought this matter to the Commission’s staff’s attention. 
The Specifics of the Improper Payments 
10. PAAN made the following payments for 2002 and 2003 PAYE tax to two Nigerian 
state governments and additional personal payments in cash:
3 
State/Year Original 
Demand 
Negotiated 
Payment 
Tax Paid to 
State 
(receipted) 
Personal 
Payment 
(unreceipted 
cash) 
Bristow’s 
Savings 
Delta State – 
2002 
$568,000           $165,000           $54,690               $110,310               $403,000               
Delta State – 
2003 
$660,940           $270,000           $54,870               $215,130               $390,940               
Lagos State – 
2002 
$130,000            $50,000            $5,780                 $44,220                 $80,000                 
Lagos State – 
2003 
Unknown            $60,000            $6,360            $53,640            Unknown            
TOTAL 
$1,358,940         $545,000              $121,700              $423,300              $873,940              
Improper Payments to the Nigerian Delta State 
11. In 2003 the Nigerian Delta State (“Delta State”) made an initial demand on PAAN 
for its 2002 PAYE tax of $568,000, although the demand was made in local currency.  PAAN’s 
accounting personnel in Nigeria negotiated with the tax officials and the demand was reduced to 
$165,000. The government then sent PAAN a new demand for $54,690.  This new demand did not 
reflect the negotiated $165,000 amount because the balance was to be paid in cash to the tax 
officials. PAAN employees requested that AirLog wire transfer $165,000 to PAAN for payment 
of the PAYE tax. The senior officer approved the transfer of funds.  PAAN paid the difference 
between the $165,000 negotiated and the $54,690 in the demand letter, $110,310, in cash to the tax 
officials.  The Delta State provided PAAN with a receipt for only $54,690 for the 2002 PAYE tax.  
The improper payments helped Bristow avoid $403,000 in taxes. 
12. Similarly, in 2004 the Delta State demanded 2003 PAYE tax of $660,940.  PAAN 
negotiated the amount down to $270,000.  The Delta State then sent PAAN a demand letter for 
$54,870. PAAN paid the difference between the $270,000 negotiated and the $54,870 in the 
demand letter, $215,130, in cash to the tax officials.  After PAAN negotiated the original demand 
down to $270,000, in May 2004, the senior officer received an e-mail from PAAN’s former 
general manager requesting approval to pay the negotiated amount.  The senior officer approved 
3
 Payment amounts are approximate and are based on a conversion rate of 139 Nigerian naira to the United States 
dollar. 
4


the release of funds for the payment.  The Delta State provided PAAN with a receipt for only 
$54,870 for the 2003 PAYE tax.  The improper payments helped Bristow avoid $390,940 in taxes. 
Improper Payments to the Nigerian Lagos State 
13. In 2003, PAAN received an initial demand from the Nigerian Lagos State (“Lagos 
State”) for $130,000, for its 2002 PAYE tax.  PAAN accounting employees in Nigeria negotiated 
the amount down to $50,000.  The senior officer approved the transfer of funds.  PAAN paid 
$5,780 to the Lagos State government for PAYE tax and $44,220 in personal cash payments.  The 
improper payments helped Bristow avoid $80,000 in taxes.  Similarly, regarding the 2003 PAYE 
tax, PAAN paid $6,360 to the Lagos State government for taxes and $53,640 in personal cash 
payments. 
Underreported Payroll Expenses 
14. During Bristow’s investigation into the improper payments, Bristow discovered that 
it had underreported PAAN and Bristow Nigeria’s payroll expenses to certain Nigerian state 
governments.  As a result, its periodic reports filed with the Commission did not accurately reflect 
certain of the company’s payroll-related expenses.  Bristow restated its financial statements for the 
fiscal years 2000 through 2004 and the first three quarters of 2005, in part, to correct inaccuracies 
regarding the improper payments and underreported payroll expenses in Nigeria.
4
 The 
underreported payroll expenses in Nigeria were the primary factor that caused Bristow to restate.   
Bristow Improperly Recorded the Improper Payments 
and Payroll Expenses in its Books and Records 
15.       Bristow       has       conducted       business through AirLog and PAAN in Nigeria since 2002 
and through Bristow Helicopters and Bristow Nigeria since the acquisition of its interest in Bristow 
Aviation in the late 1990s.  During the relevant period, the books and records of AirLog, PAAN, 
Bristow Helicopters and Bristow Nigeria were a component of the consolidated financial 
statements included in Bristow’s Commission filings.   
16. AirLog and Bristow Helicopters’ books and records improperly reflected PAAN 
and Bristow Nigeria’s cash payments to the tax officials as legitimate tax expenses.  The PAYE tax 
payments were recorded in summary fashion, either broken out in a line item for “PAYE taxes” or 
compiled together with other expenses.  AirLog and PAAN booked both the amount that was paid 
to the government and the cash amount that was given to the tax officials as “payroll tax 
expenses.”  Additionally, PAAN and Bristow Nigeria underreported their payroll expenses.  As a 
result, Bristow’s books, records and accounts did not, in reasonable detail, accurately and fairly 
reflect PAAN and Bristow Nigeria’s improper payments and payroll-related expenses for the 
relevant time period, when AirLog and Bristow Helicopters’ books and records were consolidated 
into Bristow’s. 
4
 The restatement also covered underreported payroll expenses outside of Nigeria, customer reimbursements and 
severance benefits. 
5


Bristow Lacked Adequate Internal Controls to Detect and Prevent  
Foreign Corrupt Practices Act Violations and Underreported Payroll Expenses 
17. Prior to Bristow’s internal investigation in Fall 2004, the internal controls at 
Bristow, AirLog, Bristow Helicopters, PAAN, and Bristow Nigeria were deficient and were not 
adequately designed to safeguard against Foreign Corrupt Practices Act violations.  As a result, 
Bristow’s internal controls failed to provide reasonable assurances that its affiliates’ books and 
records accurately reflected the nature and purpose of the improper payments.  Similarly, Bristow’s 
internal controls failed to provide reasonable assurances that the company’s payroll-related 
expenses were accurately stated in accordance with generally accepted accounting principles.   
Federal Securities Laws Violations 
18. As a result of the improper payments described above, Bristow violated Section 
30A of the Exchange Act, which prohibits any issuer with a class of securities registered pursuant 
to Section 12 of the Exchange Act, in order to obtain or retain business, from giving, or authorizing 
the giving of, anything of value to any foreign official for purposes of influencing the official or 
inducing the official to act in violation of his or her lawful duties, or to secure any improper 
advantage; or to induce a foreign official to use his influence with a foreign government or foreign 
governmental instrumentality to influence any act or decision of such government or 
instrumentality.  
19. As a result of the conduct described above, Bristow violated Section 13(a) of the 
Exchange Act and Rules 13a-1, 13a-13 and 12b-20 thereunder. 
20. As a result of the conduct described above, Bristow violated Section 13(b)(2)(A) of 
the Exchange Act, which requires reporting companies to make and keep books, records, and 
accounts, which, in reasonable detail, accurately and fairly reflect their transactions and disposition 
of their assets. 
21. As a result of the conduct described above, Bristow violated Section 13(b)(2)(B) of 
the Exchange Act, which requires all reporting companies to devise and maintain a system of 
internal accounting controls sufficient to provide reasonable assurances that transactions are 
recorded in accordance with management’s general or specific authorization; transactions are 
recorded as necessary to permit preparation of financial statements in conformity with generally 
accepted accounting principles or any other criteria applicable to such statements, and to maintain 
accountability for assets; access to assets is permitted only in accordance with management’s 
general or specific authorization; and the recorded accountability for assets is compared with the 
existing assets at reasonable intervals and appropriate action is taken with respect to any 
differences. 
6


Bristow’s Remedial Efforts 
In determining to accept the Offer, the Commission considered remedial acts promptly 
undertaken by Respondent and cooperation afforded the Commission staff. 
IV. 
In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent Bristow’s Offer. 
Accordingly, it is hereby ORDERED that Respondent Bristow cease and desist from 
committing or causing any violations and any future violations of Sections 30A, 13(a), 13(b)(2)(A) 
and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. 
            By            the            Commission.            
       Nancy M. Morris
       Secretary 
7

UNITED STATES OF AMERICA 

 Before the 


SECURITIES AND EXCHANGE COMMISSION 


SECURITIES EXCHANGE ACT OF 1934 
Release No.  56533 / September 26, 2007 

ACCOUNTING AND AUDITING ENFORCEMENT 
Release No.  2727 / September 26, 2007 

ADMINISTRATIVE PROCEEDING 
File No. 3-12833 

In the Matter of 

BRISTOW GROUP INC., 

Respondent. 

ORDER INSTITUTING CEASE-AND-DESIST 
PROCEEDINGS, MAKING FINDINGS, AND 
IMPOSING A CEASE-AND-DESIST ORDER 
PURSUANT TO SECTION 21C OF THE 
SECURITIES EXCHANGE ACT OF 1934 

I. 

The Securities and Exchange Commission (“Commission”) deems it appropriate that  
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 
Securities Exchange Act of 1934 (“Exchange Act”), against Bristow Group Inc. (“Bristow” or 
“Respondent”).  

II. 

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the findings 
herein, except as to the Commission’s jurisdiction over Respondent and the subject matter of these 
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease-
and-Desist Proceedings, Making Findings, and Imposing a Cease-and-Desist Order Pursuant to 
Section 21C of the Securities Exchange Act of 1934 (“Order”), as set forth below. 



III. 

On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

Summary 

From at least 2003 through approximately the end of 2004, Bristow’s wholly-
owned United States subsidiary, AirLog International, Ltd. (“AirLog”), through its Nigerian 
affiliate, Pan African Airlines Nigeria Ltd. (“PAAN”), made improper payments totaling 
approximately $423,000 (the “improper payments”) to employees of the governments of two 
Nigerian states (the “tax officials”) to influence them to improperly reduce the amount of 
expatriate employment taxes payable by PAAN to the respective Nigerian state governments.  The 
improper payments were not properly recorded in AirLog’s books and records, which were 
consolidated into Bristow’s books and records.  During the same time period, PAAN also 
underreported its expatriate payroll expenses in Nigeria.  Those expenses were not properly 
recorded in AirLog’s books and records, and accordingly, were not accurately reported in 
Bristow’s books and records.  Bristow’s internal controls failed to detect and prevent the improper 
payments and underreported expatriate payroll expenses.  In addition, Bristow’s internal controls 
failed to provide reasonable assurances that the company’s books and records accurately reflected 
the nature and purpose of the improper payments and the company’s expatriate payroll expenses.2 

Respondent 

1. Bristow, a Delaware corporation with its headquarters in Houston, Texas, provides 
helicopter transportation services and operates oil and gas production facilities.  Prior to August 22, 
2005, Bristow was headquartered in Lafayette, Louisiana.  Bristow’s common stock is registered 
with the Commission pursuant to Section 12(b) of the Exchange Act and is listed on the New York 
Stock Exchange. 

Other Relevant Entities

 2. AirLog is a Delaware corporation headquartered in New Iberia, Louisiana.  AirLog 
is a wholly-owned subsidiary of Bristow. 

1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other 
person or entity in this or any other proceeding. 
2 During the same time period, another Bristow affiliate, Bristow Helicopters (International), Ltd. (“Bristow 
Helicopters”), also made similar improper payments to Nigerian tax officials through its Nigerian affiliate Bristow 
Helicopters (Nigeria), Ltd. (“Bristow Nigeria”).  Neither Bristow Helicopters nor Bristow Nigeria is an issuer for 
purposes of Section 30A of the Exchange Act and neither company is organized under the laws of the United States. 
However, Bristow Helicopters’ and Bristow Nigeria’s financials were consolidated into Bristow Aviation Holding, 
Ltd.’s (“Bristow Aviation”) financials, which were ultimately consolidated into Bristow’s financials.  Further, in 
addition to PAAN, Bristow Nigeria underreported its expatriate payroll expenses (collectively, “payroll expenses”).  
As a result, Bristow’s reporting, books and records and internal controls violations are based on the improper 
payments of Bristow Helicopters, Bristow Nigeria, AirLog and PAAN as well as Bristow Nigeria and PAAN’s 
underreported payroll expenses.   

2




 3. PAAN, a Bristow affiliate operating in Nigeria, was 40% owned by ALN Inc., a 
Delaware corporation which is a wholly-owned subsidiary of Bristow, during the relevant period. 

4. Bristow Aviation, incorporated and headquartered in Redhill, England, is a Bristow 
affiliate.  Bristow owns 49% of Bristow Aviation’s common stock and 100% of Bristow 
Aviation’s subordinated debt. 

5. Bristow Helicopters, incorporated and headquartered in Redhill, England, is a 
Bristow affiliate and is ultimately owned by Bristow Aviation.  

6. Bristow Nigeria, a Bristow affiliate operating in Nigeria, was 40% owned by 
Bristow Aviation during the relevant period.   

Facts 

An Overview of the Improper Payments 

7. From at least 2003 through approximately the end of 2004, Bristow’s subsidiary, 
AirLog, through its Nigerian affiliate, PAAN, made at least $423,000 in improper payments to tax 
officials employed by two Nigerian state governments.  These payments had the purpose and effect 
of influencing the tax officials to reduce the annual amount of expatriate employment tax, referred 
to as the expatriate “Pay As You Earn” (“PAYE”) tax, PAAN owed to the Nigerian state 
governments.  The payments were made with the knowledge and approval of senior employees of 
PAAN, and the release of funds for the payments was approved by at least one former senior 
officer of Bristow (the “senior officer”). 

8. PAAN was responsible for paying an annual PAYE tax to the Nigerian state 
governments in each state where PAAN operated.  At the end of each year, the government of each 
Nigerian state assessed a tax on the salaries, as determined by each Nigerian state, of PAAN 
employees in that state and sent PAAN a demand letter.  The Nigerian state governments used their 
own pre-determined, or “deemed,” salaries in making their demand calculations.  PAAN then 
negotiated with the tax officials to lower the amount assessed.  In each instance, the PAYE tax 
demand amount was lowered and a separate cash payment amount for the tax officials was 
negotiated. Each state government then sent a new demand letter to PAAN, reflecting only the 
negotiated payment to the state government, and not the separate cash payment negotiated for the 
tax officials. Upon payment, each state government provided PAAN with a receipt reflecting only 
the amount payable to the state government.  The demand letters and receipts were sent to lower 
level accounting personnel at AirLog in the United States.  That documentation was not forwarded 
to Bristow’s corporate headquarters. 

Bristow’s Discovery of the Improper Payments and its Response 

9. Bristow discovered the potentially improper payments at a company management 
meeting in October 2004 where Bristow’s newly appointed chief executive officer (“CEO”) heard 
a comment suggesting the possibility that payments had been made to government officials in 

3




Nigeria. The CEO immediately brought the matter to the attention of the audit committee and 
contacted outside counsel.  The audit committee hired independent counsel to conduct an internal 
investigation. Bristow promptly brought this matter to the Commission’s staff’s attention. 

The Specifics of the Improper Payments 

10. PAAN made the following payments for 2002 and 2003 PAYE tax to two Nigerian 
state governments and additional personal payments in cash:3 

State/Year Original 
Demand 

Negotiated 
Payment 

Tax Paid to 
State 

(receipted) 

Personal 
Payment 

(unreceipted 
cash) 

Bristow’s 
Savings 

Delta State – 
2002 

$568,000 $165,000 $54,690 $110,310 $403,000 

Delta State – 
2003 

$660,940 $270,000 $54,870 $215,130 $390,940 

Lagos State – 
2002 

$130,000 $50,000 $5,780 $44,220 $80,000 

Lagos State – 
2003 

Unknown $60,000 $6,360 $53,640 Unknown 

TOTAL $1,358,940 $545,000 $121,700 $423,300 $873,940 

Improper Payments to the Nigerian Delta State 

11. In 2003 the Nigerian Delta State (“Delta State”) made an initial demand on PAAN 
for its 2002 PAYE tax of $568,000, although the demand was made in local currency.  PAAN’s 
accounting personnel in Nigeria negotiated with the tax officials and the demand was reduced to 
$165,000. The government then sent PAAN a new demand for $54,690.  This new demand did not 
reflect the negotiated $165,000 amount because the balance was to be paid in cash to the tax 
officials. PAAN employees requested that AirLog wire transfer $165,000 to PAAN for payment 
of the PAYE tax. The senior officer approved the transfer of funds.  PAAN paid the difference 
between the $165,000 negotiated and the $54,690 in the demand letter, $110,310, in cash to the tax 
officials.  The Delta State provided PAAN with a receipt for only $54,690 for the 2002 PAYE tax.  
The improper payments helped Bristow avoid $403,000 in taxes. 

12. Similarly, in 2004 the Delta State demanded 2003 PAYE tax of $660,940.  PAAN 
negotiated the amount down to $270,000.  The Delta State then sent PAAN a demand letter for 
$54,870. PAAN paid the difference between the $270,000 negotiated and the $54,870 in the 
demand letter, $215,130, in cash to the tax officials.  After PAAN negotiated the original demand 
down to $270,000, in May 2004, the senior officer received an e-mail from PAAN’s former 
general manager requesting approval to pay the negotiated amount.  The senior officer approved 

3 Payment amounts are approximate and are based on a conversion rate of 139 Nigerian naira to the United States 
dollar. 

4




the release of funds for the payment.  The Delta State provided PAAN with a receipt for only 
$54,870 for the 2003 PAYE tax.  The improper payments helped Bristow avoid $390,940 in taxes. 

Improper Payments to the Nigerian Lagos State 

13. In 2003, PAAN received an initial demand from the Nigerian Lagos State (“Lagos 
State”) for $130,000, for its 2002 PAYE tax.  PAAN accounting employees in Nigeria negotiated 
the amount down to $50,000.  The senior officer approved the transfer of funds.  PAAN paid 
$5,780 to the Lagos State government for PAYE tax and $44,220 in personal cash payments.  The 
improper payments helped Bristow avoid $80,000 in taxes.  Similarly, regarding the 2003 PAYE 
tax, PAAN paid $6,360 to the Lagos State government for taxes and $53,640 in personal cash 
payments. 

Underreported Payroll Expenses 

14. During Bristow’s investigation into the improper payments, Bristow discovered that 
it had underreported PAAN and Bristow Nigeria’s payroll expenses to certain Nigerian state 
governments.  As a result, its periodic reports filed with the Commission did not accurately reflect 
certain of the company’s payroll-related expenses.  Bristow restated its financial statements for the 
fiscal years 2000 through 2004 and the first three quarters of 2005, in part, to correct inaccuracies 
regarding the improper payments and underreported payroll expenses in Nigeria.4  The 
underreported payroll expenses in Nigeria were the primary factor that caused Bristow to restate.   

Bristow Improperly Recorded the Improper Payments 
and Payroll Expenses in its Books and Records 

15. Bristow has conducted business through AirLog and PAAN in Nigeria since 2002 
and through Bristow Helicopters and Bristow Nigeria since the acquisition of its interest in Bristow 
Aviation in the late 1990s.  During the relevant period, the books and records of AirLog, PAAN, 
Bristow Helicopters and Bristow Nigeria were a component of the consolidated financial 
statements included in Bristow’s Commission filings.   

16. AirLog and Bristow Helicopters’ books and records improperly reflected PAAN 
and Bristow Nigeria’s cash payments to the tax officials as legitimate tax expenses.  The PAYE tax 
payments were recorded in summary fashion, either broken out in a line item for “PAYE taxes” or 
compiled together with other expenses.  AirLog and PAAN booked both the amount that was paid 
to the government and the cash amount that was given to the tax officials as “payroll tax 
expenses.”  Additionally, PAAN and Bristow Nigeria underreported their payroll expenses.  As a 
result, Bristow’s books, records and accounts did not, in reasonable detail, accurately and fairly 
reflect PAAN and Bristow Nigeria’s improper payments and payroll-related expenses for the 
relevant time period, when AirLog and Bristow Helicopters’ books and records were consolidated 
into Bristow’s. 

4 The restatement also covered underreported payroll expenses outside of Nigeria, customer reimbursements and 
severance benefits. 

5




Bristow Lacked Adequate Internal Controls to Detect and Prevent  
Foreign Corrupt Practices Act Violations and Underreported Payroll Expenses 

17. Prior to Bristow’s internal investigation in Fall 2004, the internal controls at 
Bristow, AirLog, Bristow Helicopters, PAAN, and Bristow Nigeria were deficient and were not 
adequately designed to safeguard against Foreign Corrupt Practices Act violations.  As a result, 
Bristow’s internal controls failed to provide reasonable assurances that its affiliates’ books and 
records accurately reflected the nature and purpose of the improper payments.  Similarly, Bristow’s 
internal controls failed to provide reasonable assurances that the company’s payroll-related 
expenses were accurately stated in accordance with generally accepted accounting principles.   

Federal Securities Laws Violations 

18. As a result of the improper payments described above, Bristow violated Section 
30A of the Exchange Act, which prohibits any issuer with a class of securities registered pursuant 
to Section 12 of the Exchange Act, in order to obtain or retain business, from giving, or authorizing 
the giving of, anything of value to any foreign official for purposes of influencing the official or 
inducing the official to act in violation of his or her lawful duties, or to secure any improper 
advantage; or to induce a foreign official to use his influence with a foreign government or foreign 
governmental instrumentality to influence any act or decision of such government or 
instrumentality.  

19. As a result of the conduct described above, Bristow violated Section 13(a) of the 
Exchange Act and Rules 13a-1, 13a-13 and 12b-20 thereunder. 

20. As a result of the conduct described above, Bristow violated Section 13(b)(2)(A) of 
the Exchange Act, which requires reporting companies to make and keep books, records, and 
accounts, which, in reasonable detail, accurately and fairly reflect their transactions and disposition 
of their assets. 

21. As a result of the conduct described above, Bristow violated Section 13(b)(2)(B) of 
the Exchange Act, which requires all reporting companies to devise and maintain a system of 
internal accounting controls sufficient to provide reasonable assurances that transactions are 
recorded in accordance with management’s general or specific authorization; transactions are 
recorded as necessary to permit preparation of financial statements in conformity with generally 
accepted accounting principles or any other criteria applicable to such statements, and to maintain 
accountability for assets; access to assets is permitted only in accordance with management’s 
general or specific authorization; and the recorded accountability for assets is compared with the 
existing assets at reasonable intervals and appropriate action is taken with respect to any 
differences. 

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Bristow’s Remedial Efforts 

In determining to accept the Offer, the Commission considered remedial acts promptly 
undertaken by Respondent and cooperation afforded the Commission staff. 

IV. 

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent Bristow’s Offer. 

Accordingly, it is hereby ORDERED that Respondent Bristow cease and desist from 
committing or causing any violations and any future violations of Sections 30A, 13(a), 13(b)(2)(A) 
and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. 

 By the Commission. 

       Nancy  M.  Morris
       Secretary  

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