<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ENERGY VENTURES, INC.
----------------------------------
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE PER SHARE
---------------------------------------------
(Title of Class of Securities)
292740 10 7
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(CUSIP Number)
GULFMARK INTERNATIONAL, INC.,
5 Post Oak Park, Suite 1170
Houston, Texas 77027
(713) 963-9522
-------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 26, 1996
---------------------
(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).
<PAGE>2
SCHEDULE 13D
CUSIP No. 292740 10 7 13D Page 2 of 9 Pages
- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GULFMARK INTERNATIONAL, INC.
- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX 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
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,235,572
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,235,572
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,235,572
- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
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14 TYPE OF REPORTING PERSON*
CO
- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>3
CUSIP NO. 292740 10 7 Page 3 of 9 Pages
AMENDMENT NO. 3 TO SCHEDULE 13D
-------------------------------
The Reporting Person reported the acquisition of shares of the
common stock, $1.00 par value ("EVI Common Stock") of Energy Ventures,
Inc., a Delaware corporation ("EVI") in an initial filing of this
Schedule 13D on December 23, 1987, as amended by Amendment No. 1 filed
February 29, 1988 and Amendment No. 2 filed September 22, 1989.
Pursuant to Rule 13d-2(c) under the Securities Exchange Act of 1934,
this amendment amends and restates the Schedule 13D.
ITEM 1. SECURITY AND ISSUER
-------------------
This statement relates to the Common Stock of EVI. The principal
executive offices of EVI are located at 5 Post Oak Park, Suite 1760,
Houston, Texas 77027-3415.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
This statement is being filed by GulfMark International, Inc.
("GulfMark"), a Delaware corporation (f/k/a Gulf Applied Technologies,
Inc.) with its principal place of business and office located at 5
Post Oak Park, Suite 1170, Houston, Texas 77027. GulfMark is engaged
primarily in the business of offshore marine services and erosion
control services and has selected investments predominately in
energy-related companies.
Set forth in Appendix A attached hereto and incorporated by
reference herein are the name, residence or business address,
citizenship, present principal occupation or employment, and the name
and address of any corporation or other organization in which such
employment is conducted, of (i) each of the executive officers and
directors of GulfMark, (ii) each person controlling GulfMark, and
(iii) the executive officers and directors of each corporation
ultimately in control of GulfMark.
During the last five (5) years, neither GulfMark nor, to the
knowledge of GulfMark, the persons listed above has been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction resulting in any
judgment, decree or final order against him enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------
(a) GulfMark.
--------
GulfMark purchased 103,856 shares of EVI Common Stock from The
Appalachian Company ("Appalachian") as of June 1, 1987 for $718,676.60
(representing $6.92 per share) pursuant to an option offer by
Appalachian to all of its stockholders. In October, 1987, GulfMark
purchased 16,500 shares of EVI Common Stock in the open market at a
total cost of $165,375.<PAGE>
<PAGE>4
CUSIP No. 292740 Page 4 of 9 Pages
As a result of the completion of an exchange offer by Appalachian
with Energy Enterprise Overseas N.V. ("Energy Enterprises"), on
February 16, 1988 GulfMark became the sole shareholder of Appalachian.
GulfMark was then deemed to have sole voting and dispositive power
with respect
to the 503,560 shares of EVI Common Stock owned by Appalachian.
On June 22, 1989, GulfMark purchased an additional 9,977 shares
of EVI Common Stock from Tri Pacific, Inc. for $124,712.50 ($12.50 per
share). All of the above shares of EVI Common Stock acquired by
GulfMark purchased with working capital.
On November 30, 1989, Appalachian was liquidated and its assets
distributed to GulfMark resulting in its direct ownership and sole
voting and dispositive power over 633,893 shares of EVI Common Stock.
Effective in February, 1990, EVI effected a four-for-one stock
split and each share of EVI Common Stock held of record on March 2,
1990 was converted into four shares. As a result, GulfMark's share
ownership increased to 2,535,572 shares of EVI Common Stock, although
its percentage ownership of EVI remained unchanged.
On July 26, 1996 GulfMark sold 300,000 shares of its EVI Common
Stock for $29.625 per share as a selling stockholder in an
underwritten public offering by EVI of 3,500,000 shares (comprised of
3,000,000 shares of EVI Common Stock issued by EVI, 200,000 shares of
EVI Common Stock sold by other selling stockholders and the 300,000
shares of EVI Common Stock sold by GulfMark). Underwriters for the
offering were Lehman Brothers Inc., Donaldson, Lufkin & Jenrette,
Securities Corporation, Jefferies & Company, Inc., Prudential
Securities Incorporated and Schroder Wertheim & Co. Incorporated.
(b) Lehman Brothers Holdings Inc.
-----------------------------
According to the Schedule 13D filed by Shearson Lehman Hutton
Group, Inc., a wholly-owned subsidiary of Shearson Lehman Hutton
Holdings Inc. (predecessor to Lehman Brothers Holdings Inc.
("Lehman")) on September 18, 1989 (the "Lehman 13D"), Lehman acquired
280,000 shares of EVI Common Stock with its working capital on
September 7, 1989. As noted in the Amendment No. 2 to this Schedule
13D, such shares were purchased from Energy Enterprises for $25 per
share. As a result of the 1990 stock split, Lehman now owns 1,120,000
shares of EVI Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
GulfMark acquired securities of EVI in transactions in 1987 and
1989 for general business purposes and does not have any plans or
proposals which relate to or would result in (a) the acquisition by
any person of additional securities of EVI, or the disposition of
securities of EVI; (b) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving EVI or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of
EVI or any of its subsidiaries; (d) any change in the present board of
directors or management of EVI, including any plans or proposals to
change the number or term of directors or to fill any existing
<PAGE>5
CUSIP No. 292740 10 7 Page 5 of 9 Pages
vacancies on the board; (e) any material change in the present
capitalization or dividend policy of EVI; (f) any other material
change in EVI's business or corporate structure; (g) changes in EVI's
charter, bylaws or other instruments corresponding thereto or other
actions which may impede the acquisition of control of EVI by any
person; (h) causing a class of securities of EVI to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of EVI
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or (j) any action
similar to any of those enumerated above.
Lehman purchased the 280,000 shares of EVI Common Stock with the
intention of obtaining control of EVI according to the Lehman 13D.
Concurrently with such purchase, Lehman acquired 1,015,113
(representing approximately 30.4%) of the outstanding common stock,
$1.00 par value per share of GulfMark (the "GulfMark Common Stock").
In connection with this transaction, three members of GulfMark's six
member Board of Directors and three of EVI's eight-member Board of
Directors resigned and were replaced with persons favorable to Lehman.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
(a), (b) As a result of the recent sale, GulfMark owns 2,235,572
shares of the EVI Common Stock over which it has sole voting and
dispositive power representing approximately 10% of the outstanding
EVI Common Stock. Lehman owns shares of EVI Common Stock over which
it has sole voting and dispositive power representing approximately 5%
of the outstanding EVI Common Stock after giving effect to the recent
issuance of 3,000,000 shares on July 26, 1996, pursuant to a
Prospectus dated July 22, 1996. In addition, Lehman owns
approximately 30.4% of the outstanding GulfMark Common Stock.
(c) No transactions in equity securities of EVI were effected by
GulfMark during the preceding sixty (60) days, except for the subject
disposition of 300,000 shares of EVI Common Stock on July 26, 1996,
described under Item 3 above.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
--------------------------------------------------------
WITH RESPECT TO SECURITIES OF THE ISSUER
----------------------------------------
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2
or between such persons and any other person with respect to
securities of EVI, except as follows:
(a) Mr. David Butters is a managing director at Lehman Brothers Inc.
as well as Chairman of the GulfMark Board of Directors and
Chairman of the EVI Board of Directors.
<PAGE>6
CUSIP No. 292740 10 7 Page 6 of 9 Pages
(b) Mr. Robert Millard is a managing director of Lehman Brothers
Inc. and a director of EVI and GulfMark.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
None.
SIGNATURE
---------
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
GULFMARK INTERNATIONAL, INC.
Date: August 5, 1996 By: /s/ Frank R. Pierce
------------------------------------
Frank R. Pierce
Executive Vice President
<PAGE>
<PAGE>7
CUSIP No. 292740 10 7 Page 7 of 9 Pages
APPENDIX A
Set forth below is the name, residence or business address,
citizenship, present principal occupation or employment, and the name
and address of any corporation or other organization in which such
employment is conducted of the persons specified in Item 2 of this
Schedule 13D amendment. Unless otherwise noted below, all such
persons are citizens of the United States.
1. DIRECTORS AND EXECUTIVE OFFICERS OF GULFMARK
NAME AND RESIDENCE OR PRESENT PRINCIPAL
BUSINESS ADDRESS OCCUPATION
--------------------- ------------------
David J. Butters (1) In addition to serving as the
Lehman Brothers Chairman of the Board of GulfMark,
3 World Financial Center Mr. Butters is a Managing Director
200 Vesey St., 11th Flr of Lehman Brothers Inc., an investment
New York, NY 10285 banking firm. He is also Chairman of
the Board of Directors of EVI.
Norman G. Cohen (2) In addition to serving as a
Norman G. Cohen, Inc. director of GulfMark, Mr. Cohen is
1829 M N.W., 2nd Flr the President of Norman G. Cohen,
Washington, DC 20036 Inc., consultants and mortgage
lenders.
Marshall A. Crowe In addition to serving as a
Johnston & Buchan director of GulfMark, Mr. Crowe is
275 Slater Street, Ste 1700 President of M.A. Crowe Consultants,
Ottawa, Ontario Inc., providing consulting services
Canada K1P 5H9 in the energy and financial fields.
[CANADIAN CITIZEN]
Louis S. Gimbel, 3rd (3) In addition to serving as a
S.S. STEINER, INC. director of GulfMark, Mr. Gimbel is
655 Madison Ave., 17th Floor President, CEO and a director of
New York, NY 10021 S.S. Steiner, Inc. (engaged in the
farming, trading, processing,
importing and exporting of hops and
other specialty crops) and
President and Chairman of the Board
of Hops Extract Corporation.
Robert B. Millard (4) In addition to serving as a
Lehman Brothers director of GulfMark, Mr. Millard
3 World Financial Center is Managing Director of Lehman
200 Vesey St., 11th Flr Brothers Inc.
New York, NY 10285
Frank R. Pierce Executive Vice President, Secretary
5 Post Oak Park, Suite 1170 and Treasurer of GulfMark
Houston, Texas 77027<PAGE>
<PAGE>8
CUSIP No. 292740 10 7 Page 8 of 9 Pages
Bruce A. Streeter President of Gulf Offshore Marine
201 Energy Center Parkway Division of GulfMark
Suite 220
Lafayette, Louisiana 70508
2. LEHMAN BROTHERS HOLDINGS INC.
Lehman Brothers Holdings Inc. is an investment banking firm with
it principal offices located at 3 World Financial Center, New
York, New York 10285. Lehman owns 1,120,000 shares of EVI Common
Stock representing about 5% of the outstanding shares of EVI) and
1,015,113 shares of GulfMark Common Stock (representing about
30.4% of the outstanding shares of GulfMark).
3. DIRECTORS AND EXECUTIVE OFFICERS OF LEHMAN
NAME AND RESIDENCE OR Present Principal
BUSINESS ADDRESS Occupation
--------------------- -----------------
MICHAEL L. AINSLIE In addition to serving as a director
Lehman Brothers Inc. of Lehman, Mr. Ainslie is a private
3 World Financial Center investor.
New York, New York 10285
JOHN F. AKERS In addition to serving as a director
Lehman Brothers Inc. of Lehman, Mr. Akers is the retired
3 World Financial Center Chairman of International Business
New York, New York 10285 Machines Corporation.
ROGER S. BERLIND In addition to serving as a director
Lehman Brothers Inc. of Lehman, Mr. Berlind is a
3 World Financial Center theatrical producer.
New York, New York 10285
THOMAS H. CRUIKSHANK In addition to serving as a director
Lehman Brothers Inc. of Lehman, Mr. Cruikshank is the
3 World Financial Center retired Chairman and Chief Executive
New York, New York 10285 Officer of Halliburton Company.
RICHARD S. FULD, JR. In addition to serving as a director
Lehman Brothers Inc. of Lehman, Mr. Fuld is Chairman
3 World Financial Center and Chief Executive Officer of
New York, New York 10285 Lehman Brothers Holdings Inc.
KATSUMI FUNAKI In addition to serving as a director
Lehman Brothers Inc. of Lehman, Mr. Funaki is Senior
3 World Financial Center General Manager of International
New York, New York 10285 Business of the Finance and
Investment Planning Office of
Nippon Life.
<PAGE>
<PAGE>9
CUSIP No. 292740 10 7 Page 9 of 9 Pages
HENRY KAUFMAN In addition to serving as a director
Lehman Brothers Inc. of Lehman, Mr. Kaufman is President
3 World Financial Center of Henry Kaufman & Company, Inc.
New York, New York 10285
JOHN D. MACOMBER In addition to serving as a
Lehman Brothers Inc. director, Mr. Macomber is the
3 World Financial Center Principal of JDM Investment Group.
New York, New York 10285
DINA MERRILL In addition to serving as a director
Lehman Brothers Inc. of Lehman, Ms. Merrill is an actress
3 World Financial Center and Director and Vice Chairman of
New York, New York 10285 RKO Pictures, Inc.
MASATAKA SHIMASAKI In addition to serving as a director
Lehman Brothers Inc. of Lehman, Mr. Shimasaki is Director
3 World Financial Center and General Manager for the Americas
New York, New York 10285 of Nippon Life
JOHN L. CECIL Chief Administrative Officer of
Lehman Brothers Inc. Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
THOMAS A. RUSSO Chief Legal Officer of Lehman
Lehman Brothers Inc. Brothers Inc.
3 World Financial Center
New York, New York 10285
CHARLES B. HINTZ Chief Financial Officer of Lehman
Lehman Brothers Inc. Brothers Inc.
3 World Financial Center
New York, New York 10285
Information with respect to the number of shares of EVI Common Stock
beneficially owned by the directors and officers of Lehman is not
reasonably available to GulfMark on a timely without unreasonable
effort or expense.
- ---------------
(1) Mr. Butters beneficially owns 28,622 shares of EVI Common Stock
according to the 1996 Proxy Statement of EVI.
(2) Mr. Cohen beneficially owns 1 share of EVI Common Stock through
his investment in a partnership. Additionally, Mr. Cohen's wife
owns 149 shares of EVI Common Stock which he disclaims beneficial
ownership.
(3) Mr. Gimbel beneficially owns 5,000 shares of EVI Common Stock.
(4) Mr. Millard beneficially owns 25,000 shares of EVI Common Stock
according to the 1996 Proxy Statement of EVI.
