UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 2
Under the Securities Exchange Act of 1934
ENERGY VENTURES, INC.
(Name of Issuer)
Common Stock, par value $1.00
(Title of Class of Securities)
292740107000
(CUSIP Number)
Karen C. Manson
Secretary
Lehman Brothers Holdings Inc.
3 World Financial Center, 24th Floor
New York, NY 10285
(212)526-1936
(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
May 1, 1997
(Date of Event which required Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is 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 this 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). NOT APPLICABLE
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CUSIP No.
292740107000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Brothers Holdings Inc.
13-3216325
2) Check the Appropriate box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (see instructions)
OO
5) Check Box if Disclosure of Legal Proceedings is Requires
Pursuant to Items 2(d) or 2(E)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
1,799,415
8) Shared Voting Power
-0-
9) Sole Dispositive Power
1,799,415
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,799,415
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
7.88%
14) Type of Reporting Person
HC/CO
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 1, 1997
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Karen C. Manson
---------------------
Name: Karen C. Manson
Title: Vice President and
Secretary
<PAGE>
Schedule 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $1.00
(the "Common Stock"), of Energy Ventures, Inc., a Delaware corporation
("EVI"). The address of the principal executive offices of EVI is 5 Post
Oak Park, Suite 1760, Houston, Texas 77027-3415.
Item 2. Identity and Background
This statement is filed on behalf of Lehman Brothers Holdings Inc., a
Delaware corporation ("Holdings"), 3 World Financial Center, 200 Vesey Street,
New York, NY 10285
Holdings through its domestic and foreign subsidiaries is a
full-line securities firm.
The names, residence or business addresses, citizenships and present
principal occupations or employment of the senior executive officers and
directors of the Reporting Persons are set forth in Appendix A hereto.
The Reporting Person, nor to the best knowledge of the
Reporting Person or any of the persons listed in Appendix A hereto has during
the last five years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been party to a civil
proceeding of a judicial or administrative body of a competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
Item 3. Source of Funds or Other Consideration
See Item 4.
Item 4. Purpose of Transaction
Pursuant to an Agreement and Plan of Merger dated December 5, 1996
among EVI, GulfMark Acquisition Co., a Delaware corporation ("Sub"), GulfMark
International, Inc., a Delaware corporation ("GulfMark"), and GulfMark Offshore,
Inc., a Delaware corporation ("GulfMark Offshore"), upon the merger of Sub, a
wholly owned subsidiary of EVI, with and into GulfMark, each outstanding share
of GulfMark Common Stock was exchanged for .6693 shares of EVI Common Stock.
Prior to the Merger, Holdings owned 1,015,113 shares of Common Stock of
GulfMark and 1,120,00 shares of Common Stock of EVI. As a result of the Merger
<PAGE>
on May 1, 1997, Holdings acquired an additional 679,415 shares of the Common
Stock of EVI, and now owns an aggregate 1,799,415 shares of Common Stock of EVI.
Holdings is no longer a control person of EVI.
Prior to the Merger, as a means of permitting EVI to acquire GulfMark,
without the marine transportation services business and all liabilities
associated with such assets, EVI, GulfMark and GulfMark Offshore, a wholly-owned
subsidiary of GulfMark, entered into an Agreement and Plan of Distribution
dated as of December 5, 1996. Pursuant to the Agreement and Plan ofDistribution,
the assets and certain other GulfMark subsidiaries stock were contributed by
GulfMark to GulfMark Offshore, in consideration for the issuance by GulfMark
Offshore to GulfMark of additional shares of GulfMark Offshore Common Stock.
After the transfer of assets and certain other GulfMark subsidiaries stock,
GulfMark distributed to its stockholders all of the outstanding stock of
GulfMark Offshore on the basis of 2 shares of GulfMark Offshore for each
share of GulfMark Common Stock. As a result, Holdings acquired shares of the
GulfMark Offshore.
Holdings intends to continually evaluate EVI's business, prospects,
financial condition, the market for the Shares, other opportunities available
to Holdings, general economic conditions, money and stock market conditions
and other factors and future developments which Holdings may deem relevant
from time to time. Depending on same factors, Holdings may decide, subject
to the below referencd agreement to sell all or part of the shares it holds.
Any such acquisition or disposition of Shares may be effected through open
market or privately negotiated
transactions, or otherwise.
Except as set forth in this Item 4, Holdings does not have any
specific plans or proposals that relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
In connection with the Distribution and Merger, Holdings
agreed that it will not for a period of one (1) year, sell, exchange,
transfer by gift or otherwise dispose, of any GulfMark Common Stock, GulfMark
Offshore Common Stock or EVI Common Stock received in the Merger.
Item 5. Interest in Securities of the Issuer
(a) See Item 4.
(b) See Item 4.
(c) Prior to the Merger, Lehman Brothers Inc. ("LBI") and other
affiliates in the ordinary course of business as broker-dealers, may have
purchased and sold shares of Common Stock on behalf of customers.
<PAGE>
(d) Neither the Reporting Person nor, to its knowledge, or any of
the persons listed in Appendix A hereto knows of any other person who has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock beneficially owned by the
Reporting Person, other than customers of Lehman Brothers over whose shares
Lehman Brothers may have investment discretion.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Three Managing Directors of LBI are members of the Board of Directors
of EVI: David J. Butters; Robert B. Millard and Eliot Fried. David J. Butters
also serves as Chairman of the Board of EVI.
See Item 4.
Item 7. Material to be Filed as Exhibits
Agreement and Plan of Merger, dated as of December 5, 1996, among EVI,
GulfMark, Sub and GulfMark Offshore (incorporated by reference to Exhibit 2.2
to Form 8K, File No. 0-7265, filed December 26, 1996)
Agreement and Plan of Distribution, dated as of December 5, 1996,
among EVI, GulfMark and GulfMark Offshore (incorporated by reference to Exhibit
2.3 to Form 8K, File No. 0-7265, filed December 26, 1996)
Letter Agreement, dated March 14, 1997, Exhibit A attached hereto.
<PAGE>
APPENDIX A
LEHMAN BROTHERS HOLDINGS INC.
BOARD OF DIRECTORS
NAME / TITLE BUSINESS ADDRESS
Michael L. Ainslie Lehman Brothers Holdings Inc.
Private Investor and former 3 World Financial Center
President and Chief Executive New York, New York 10285
Officer of Sotheby's Holdings
John F. Akers Lehman Brothers Holdings Inc.
Retired Chairman of 3 World Financial Center
International Business Machines New York, New York 10285
Corporation
Roger S. Berlind Lehman Brothers Holdings Inc.
Theatrical Producer 3 World Financial Center
New York, New York 10285
Thomas H. Cruikshank Lehman Brothers Holdings Inc.
Retired Chairman and Chief 3 World Financial Center
Executive Officer of Halliburton New York, New York 10285
Company
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive 3 World Financial Center
Officer of New York, NY 10285
Lehman Brothers Holdings Inc.
Katsumi Funaki* Lehman Brothers Holdings Inc.
Senior General Manager of 3 World Financial Center
International Business of the New York, NY 10285
Finance and Investment Planning
Office of Nippon Life
Henry Kaufman Lehman Brothers Holdings Inc.
President of Henry Kaufman & 3 World Financial Center
Company, Inc. New York, NY 10285
John D. Macomber Lehman Brothers Holdings Inc.
Principal of JDM Investment Group 3 World Financial Center
New York, NY 10285
Dina Merrill Lehman Brothers Holdings Inc.
Actress and Director and Vice 3 World Financial Center
Chairman of RKO Pictures, Inc. New York, NY 10285
<PAGE>
Masataka Shimasaki* Lehman Brothers Holdings Inc.
Director and General Manager for 3 World Financial Center
the Americas of Nippon Life New York, NY 10285
LEHMAN BROTHERS HOLDINGS INC.
EXECUTIVE OFFICERS
NAME / TITLE BUSINESS ADDRESS
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive Officer 3 World Financial Center
of Lehman Brothers Holdings Inc. New York, NY 10285
Jeremiah M. Callaghan Lehman Brothers Holdings Inc.
Chief of Operations and Technology 3 World Financial Center
New York, NY 10285
John L. Cecil
Chief Administrative Officer Lehman Brothers Holdings Inc.
3 World Financial Center
New York, NY 10285
Thomas A. Russo Lehman Brothers Holdings Inc.
Chief Legal Officer 3 World Financial Center
New York, NY 10285
Charles B. Hintz Lehman Brothers Holdings Inc.
Chief Financial Officer 3 World Financial Center
New York, NY 10285
- - -----
All above individuals are citizens of the United States except those individuals
with an * who are citizens of Japan.
<PAGE>
EXHIBIT A
LEHMAN BROTHERS HOLDINGS INC.
March 14, 1997
GulfMark International, Inc.
5 Post Oak Park, Suite 1170
Houston, Texas 77027
Gentlemen:
We refer to the disclosure set forth in Amendment No.1 to the Preliminary Joint
Proxy Statement of GulfMark International, Inc. ("GulfMark") and Energy
Ventures, Inc. ("EVI") concerning the GulfMark proposals to approve and adopt:
(1) the Agreement and Plan of Distribution dated as of December 5, 1996 (the
"Distribution Agreement"), by and among EVI, GulfMark and New GulfMark
International, Inc., a wholly owned subsidiary of GulfMark now known as GulfMark
Offshore, Inc. ("New GulfMark"), pursuant to which GulfMark will, prior to the
Merger, as defined below, (i) contribute its offshore marine services business
to New GulfMark (the "Contribution"), and (ii) then distribute (the
"Distribution") all shares of the common stock, $0.01 par value of New GulfMark
("New GulfMark Common Stock") pro-rata to all holders of the common stock,$1.00
par value, of GulfMark ("GulfMark Common Stock") and (2) the Agreement and Plan
of Merger dated December 5, 1996 (the "Merger Agreement"), among EVI, GulfMark
Acquisition Co., a wholly owned subsidiary of EVI ("Sub"), GulfMark and New
GulfMark, pursuant to which Sub will merge with and into GulfMark (the "Merger")
and each outstanding share of GulfMark Common Stock, will be converted into the
right to receive .6695 of a share of EVI common stock, $1.00 par value, ("EVI
Common Stock").
As of the date of this letter, Lehman Brothers Holdings Inc. ("Lehman") was the
holder of 1,048,913 shares of GulfMark Common Stock.
Lehman represents to GulfMark that, except for the exchange of GulfMark Common
Stock for EVI Common Stock in the Merger, it has no plan or intention to sell,
exchange, transfer by gift or otherwise dispose, nor will to for a period of
one (1) year sell, exchange, transfer by gift or otherwise dispose, of any
GulfMark Common Stock, New GulfMark Common Stock or EVI Common Stock received
in the Merger, after the Distribution or the Merger.
Very truly yours,
Lehman Brothers Holdings Inc.
By: /s/ Karen Manson
Print Name: Karen Manson
Title: VP and Secretary Its duly
authorized officer
