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UNITED STATES -------------------------------
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
Washington, D.C. 20549 -------------------------------
OMB Number: 3235-0145
SCHEDULE 13D Expires: December 31, 1997
Estimated average burden
Under the Securities Exchange Act of 1934 hours per response ... 14.90
(Amendment No. )* -------------------------------
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TRANSCOASTAL MARINE SERVICES, INC.
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
893537 10 0
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(CUSIP Number)
Daniel N. Hargett, Sr.
2205 West Pinhook Road
Lafayette, LA 70508
(318) 235-7567
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 4, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on following page(s))
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CUSIP No. 893537 10 0 13D
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(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
Daniel N. Hargett, Sr.
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
United States
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Number of Shares (7) Sole Voting Power
Beneficially Owned 444,444
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
-0-
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(9) Sole Dispositive Power
444,444
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(10) Shared Dispositive Power
-0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
444,444
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
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(13) Percent of Class Represented by Amount in Row (11)
5.3%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. SECURITY AND ISSUER
This statement relates to shares of the Common Stock, $.001 par value per
share (the "Common Stock"), of TransCoastal Marine Services, Inc., a Delaware
corporation (the "Company"). The Company's principal executive office is
located at 3535 Briarpark, Suite 210, Houston, TX 77042.
Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed by Daniel N. Hargett, Sr. (the "Reporting
Person") as the direct beneficial owner of 444,444 shares of Common Stock.
(b) The principal business address of the Reporting Person is 2205 West
Pinhook Road, Lafayette, Louisiana 70508.
(c) The present principal occupation of the Reporting Person is President
of CSI Hydrostatic Testers, Inc. ("CSI"), a company primarily engaged in the
testing of offshore oil and gas pipelines.
(d) The Reporting Person has not been convicted in a criminal proceeding
in the past five years (excluding traffic violations or similar misdemeanors).
(e) During the past five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violations with respect to such laws.
(f) The Reporting Person is a citizen of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the terms of the Purchase and Sale Agreement, made effective
as of August 28, 1997, by and among the Company, CSI, Hargett Mooring and
Marine, Inc., Hargett Investments, L.L.C. ("HI"), the Reporting Person, Yvette
Hargett and Richard L. Hargett, the Reporting Person acquired 444,444 shares of
Common Stock and certain cash consideration in exchange for all of the
outstanding capital stock of CSI and all of the outstanding membership
interests of HI. No funds were borrowed by the Reporting Person for the
acquisition of such shares.
Item 4. PURPOSE OF TRANSACTION
The Reporting Person acquired 444,444 shares of Common Stock reported
herein primarily for the purpose of investment. Although there is no present
intention to do so, the Reporting Person may decide to make additional
purchases of Common Stock in the future either in the open market or in private
transactions, subject to his evaluation of the Company's
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business, prospects and financial condition, the market for the Common Stock,
general economic conditions, money and stock market conditions and other
future developments.
Depending upon the results of the reviews and the other factors mentioned
above, the Reporting Person, at any time, may decide to increase, decrease or
entirely dispose of his holdings of Common Stock, although the Reporting Person
currently has no intention to do so. However, the shares of Common Stock
currently held by the Reporting Person may be resold publicly only following
their effective registration under the Securities Act of 1933, as amended, or
pursuant to an exemption from the registration requirements of that act, such
as Rule 144 thereunder.
Except as described in this Item 4, the Reporting Person has not
formulated any plans or proposals which relate to or could result in the
occurrence of any events required to be disclosed in response to paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item. 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person currently owns 444,444 shares of Common Stock,
representing 5.3% of all issued and outstanding shares of Common Stock.
(b) The Reporting Person possesses the sole power to vote and the sole
power to dispose of the shares held by him.
(c) The 444,444 shares of Common Stock owned by the Reporting Person
were acquired on November 4, 1997, upon the closing of the Purchase and Sale
Agreement described in Item 3.
(d) No person other than the Reporting Person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock of the Company beneficially owned by him.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
In connection with the initial public offering of the Company's Common
Stock, the Reporting Person entered into an agreement with Jefferies & Company,
Inc. and Johnson Rice & Company, L.L.C., as representatives of the Company's
underwriters, pursuant to which the Reporting Person agreed not to dispose of
any shares of the Company's Common Stock during the 360 day period immediately
after October 29, 1997, without the prior approval of such underwriters.
Except for such agreement, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) between the Reporting Person and any
other person with respect to any securities of the Company, finders' fees,
joint ventures, loan or option
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agreements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies. None of the securities of the
Company beneficially owned by the Reporting Person are pledged or otherwise
subject to a contingency, the occurrence of which would give another person
voting power or investment power over such securities.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Purchase and Sale Agreement, made effective as of
August 28, 1997, by and among TransCoastal Marine Services,
Inc., CSI Hydrostatic Testers, Inc., Hargett Mooring and
Marine, Inc., Hargett Investments, L.L.C., Daniel N. Hargett,
Sr., Yvette Hargett and Richard L. Hargett, incorporated by
reference to Exhibit 10.17 of TransCoastal Marine Services,
Inc.'s Registration Statement on Form S-1 (Registration
No. 333-34603).
Exhibit 2 Lock-Up Letter, dated October 29, 1997, from Daniel N. Hargett,
Sr. to Jefferies & Company, Inc. and Johnson Rice & Company,
L.L.C.
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: November 14, 1997
/s/ Daniel N. Hargett, Sr.
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Daniel N. Hargett, Sr.
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EXHIBIT 2
LOCK-UP LETTER
Jefferies & Company, Inc.
Johnson Rice & Company L.L.C.
c/o Jefferies & Company, Inc.
650 Fifth Avenue, 4th Floor
New York, NY 10019
Ladies and Gentlemen:
As an inducement to the Underwriters (as defined below) to execute the
Underwriting Agreement (the "Underwriting Agreement") in connection with a
proposed public offering (the "Public Offering") by TransCoastal Marine
Services, Inc., a Delaware corporation (the "Company"), of shares of its common
stock, $.001 par value per share ("Common Stock"), the undersigned agrees that
for a period of one year (the "Lock-Up Period") after the date of the final
prospectus used to confirm sales made pursuant to the Public Offering, the
undersigned will not, without the prior written consent of Jefferies & Company,
Inc., as a representative of the Underwriters to be named in the Underwriting
Agreement (the "Underwriters"), directly or indirectly, offer to sell, assign,
pledge, issue, distribute, sell, contract to sell, grant any option or enter
into any contract for the sale of, or otherwise voluntarily transfer or dispose
of, or announce any offer, sale, grant of any option to purchase or other
transfer or disposition of, any shares of Common Stock, or any other securities
of the Company or any security or other instrument which by its terms is
convertible into or exercisable or exchangeable for shares of Common Stock or
other securities of the Company, whether now owned or hereafter acquired by the
undersigned or with respect to which the undersigned has or hereafter acquires
the power of disposition, including, without limitation, any shares of Common
Stock issuable under any employee stock options or warrants. In addition, the
undersigned hereby irrevocably waives (i) any registration rights to which the
undersigned would be entitled in connection with the Public Offering and
(ii) any demand registration rights to which the undersigned would be entitled
to exercise during the Lock-Up Period.
In furtherance of the foregoing, the Company and its transfer agent and
registrar are hereby authorized to decline to make any transfer of any security
if such transfer would constitute a violation of breach of this agreement.
The provisions of this agreement shall be binding upon the undersigned and
the assigns, heirs, and personal representatives of the undersigned and shall
be for the benefit of the Company and the Underwriters.
Dated: October 29, 1997
Very truly yours,
/s/ Daniel Hargett, Sr.
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Print Name: Daniel Hargett, Sr.
(i)
