As filed with the Securities and Exchange Commission on May 18,
1994
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
GLOBAL MARINE INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
95-1849298
(IRS employer identification number)
777 N. Eldridge Road
Houston, Texas 77079
(713) 596-5100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
James L. McCulloch, Esq.
Vice President and General Counsel
Global Marine Inc.
777 N. Eldridge Road
Houston, Texas 77079
(713) 596-5100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of the registration
statement, as determined by the Selling Stockholder.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [X]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of each Amount offering aggregate Amount of
class of to be price offering registration
securities registered per unit price fee
to be (1) (1)
registered
Common Stock, 750,000 $4.00 $3,000,000 $1034.48
$.10 par value shares
(1) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) using the
average of the high and low prices reported in the New York
Stock Exchange Composite Transactions Tape on May 13, 1994.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED MAY 18, 1994
PROSPECTUS
750,000 SHARES
Global Marine Inc.
COMMON STOCK
$.10 PAR VALUE PER SHARE
This Prospectus has been prepared for use in connection with
sales by Clifford Services Ltd. (the "Selling Stockholder") of an
aggregate of 750,000 shares of Common Stock, $.10 par value per
share (the "Common Stock"), of Global Marine Inc. (the "Company").
The Company will not receive any proceeds from sales of the shares
of Common Stock offered hereby and will bear certain of the
expenses incident to their registration. See "Selling
Stockholder."
The Selling Stockholder may sell Common Stock directly, through
agents designated from time to time or through underwriters or
dealers. The Common Stock may be offered by the Selling
Stockholder in one or more transactions through established
securities markets where the Common Stock is traded or directly to
purchasers in negotiated transactions. Sales of the Common Stock
may be made at a fixed price or at market prices prevailing at the
time of sale, at prices related to such prevailing market prices,
or at negotiated prices. See "Plan of Distribution."
AN INVESTMENT IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF
RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS
SET FORTH UNDER THE CAPTION "RISK FACTORS."
The Company's common stock is traded on the New York Stock
Exchange under the symbol "GLM." On May 16, 1994, the last
reported sales price as reported on the New York Stock Exchange
Composite Transactions Tape was $4.00.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THIS PROSPECTUS MAY NOT BE USED IN CONSUMMATE SALES OF COMMON
STOCK UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
The date of this Prospectus is , 1994
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR
TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER
THE SECURITIES LAWS OF ANY SUCH STATE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). These reports, proxy statements and other
information can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as
the regional offices of the Commission at Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60621-2511,
and 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such materials also can be obtained by mail from the
Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Company's
common stock is listed on the New York Stock Exchange, and such
material also can be inspected and copied at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005.
The Company has filed with the Commission under the Securities
Act of 1933, as amended (the "Securities Act"), a registration
statement on Form S-3 (herein, together with all amendments and
exhibits thereto, the "Registration Statement") with respect to the
shares of Common Stock offered hereby. This Prospectus, which
constitutes part of the Registration Statement, does not contain
all of the information set forth in the Registration Statement,
certain items of which are contained in the exhibits thereto, as
permitted by the rules and regulations of the Commission.
Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to are not
necessarily complete; with respect to each such contract, agreement
or other document filed as an exhibit to the Registration
Statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement shall
be deemed qualified in its entirety by such reference. For further
information, reference is hereby made to the Registration Statement
and exhibits thereto, which can be inspected and copied at the
Commission's public reference facilities and regional offices
referred to above.
INCORPORATION BY REFERENCE
The following documents, which have been filed by the Company
with the Commission pursuant to the Exchange Act (File No. 1-5471),
are incorporated into this Prospectus by reference: (a) the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993; (b) all other reports filed pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the last fiscal
year covered by the Annual Report referred to in (a) above; and (c)
the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission pursuant to Section 12 of the Exchange Act on March 6,
1989, as amended by Amendment No. 1 thereto on Form 8 filed with
the Commission on March 15, 1989. In addition, all documents filed
by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of
the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the securities covered
hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such
documents.
Any statement in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company undertakes to provide, without charge, to each
person, including any beneficial owner, to whom a copy of this
Prospectus is delivered, upon written or oral request of such
person, a copy of any or all of the documents referred to above
that have been or may be incorporated by reference in the
Prospectus (excluding exhibits to such documents unless such
exhibits are specifically incorporated by reference). Requests
should be directed to the Secretary, Global Marine Inc., 777 N.
Eldridge Road, Houston, Texas 77079, telephone number (713) 596-
5100.
THE COMPANY
Global Marine Inc., a Delaware corporation incorporated in 1964,
is a major international offshore drilling contractor with a
modern, diversified fleet of 27 mobile offshore drilling rigs. The
Company's marine drilling business includes offshore contract
drilling and drilling management services on a turnkey basis. The
Company also participates in oil and gas exploration, development
and production in the United States. The Company engages in its
various businesses through its operating subsidiaries. Unless
otherwise provided, the term "Company" as used in this Prospectus
refers to Global Marine Inc. and, unless the context otherwise
requires, to the Company's consolidated subsidiaries.
The Company has a fleet of 27 mobile offshore drilling rigs (all
but one of which are owned by the Company), consisting of 23
cantilevered jackup drilling rigs, two semisubmersible drilling
rigs, one self-propelled drillship, and one concrete island
drilling system ("CIDS"). (Two of the 23 cantilevered jackup
drilling rigs were purchased in February 1994 and are not currently
in service or expected to be placed in service by the Company until
refurbishments are completed.) All of the Company's active
drilling rigs were placed in service in 1979 or thereafter, and, as
of May 1, 1994, the average age of the fleet was approximately 11.9
years. Ten of the Company's jackup rigs have maximum drilling
depth capabilities of 25,000 feet and can operate in up to 300 feet
of water. One of these ten jackup rigs is designed for drilling in
harsh environments, referred to in the industry as a "heavy-
weather" rig. The Company's thirteen remaining jackup rigs have
maximum drilling depth capabilities of 20,000 feet and can operate
in up to 250 to 300 feet of water. The two semisubmersible
drilling rigs have maximum drilling depth capabilities of 25,000
feet and maximum water depth capabilities of 1,800 feet. The
Company's drillship has a maximum drilling depth capability of
25,000 feet and can operate in water depths of up to 2,500 feet.
The CIDS is not owned by the Company but is leased under a long-
term lease which expires at the end of 1994.
Twenty-three of the 26 rigs owned by the Company are subject to
first mortgages granted to collateralize the Company's 12-3/4%
Senior Secured Notes due 1999 (the "Senior Secured Notes")
aggregating $225.0 million in principal amount. The Company's
fleet is deployed in the major offshore oil and gas operating areas
worldwide. The principal areas of the Company's operations
currently include the Gulf of Mexico, the North Sea, and offshore
West Africa.
Over the last five years, the Company has undertaken in excess
of $80 million in capital expenditures to maintain and upgrade its
fleet, including approximately $21 million for the purchase and
installation of "top-drive" drilling systems on 17 of the Company's
rigs. Top drives are now installed on 19 of the Company's 27 rigs.
Top drive drilling systems permit drilling with extended stands of
drill pipe and enable operators to rotate the drill pipe when
exiting the well bore, thereby increasing both the speed and safety
of drilling operations and reducing the risk of the drill pipe
becoming stuck in the well bore.
Substantially all of the Company's offshore contract drilling
operations are conducted by Global Marine Drilling Company
("GMDC"), a wholly-owned subsidiary of the Company. The remainder
of the Company's marine drilling business is conducted through
Applied Drilling Technology Inc. ("ADTI"), a wholly-owned
subsidiary of the Company, which provides offshore drilling
management services. On a turnkey basis, the Company assumes
responsibility for the design and execution of specific offshore
drilling programs for oil and gas operators who require drilling
expertise. The Company will agree under certain conditions to
deliver a logged or loggable hole to an agreed depth for a
guaranteed price. Under such an arrangement, compensation to the
Company is contingent upon satisfactory completion of the drilling
program.
The Company participates in oil and gas exploration, development
and production activities through Challenger Minerals Inc. ("CMI")
and Global Marine Oil & Gas Company ("GMOG"), each of which is a
wholly-owned subsidiary of the Company. Such activities primarily
include participation in the development and operation of
properties for oil and gas production. In addition, the Company
has, on occasion, incurred certain limited exploration and
leasehold acquisition costs in connection with its turnkey drilling
operations. Substantially all of the Company's oil and gas
activities are conducted in the United States offshore Louisiana
and Texas in the Gulf of Mexico and onshore in Louisiana, Oklahoma,
and Texas.
The Company's principal executive offices are located at 777 N.
Eldridge Road, Houston, Texas 77079, and its telephone number is
(713) 596-5100.
RECENT DEVELOPMENT
On May 12, 1994 the Company filed with the Secretary of State of
Delaware a Certificate of Amendment to the Company's Restated
Certificate of Incorporation. The Certificate of Amendment
increased the number of shares of Common Stock that the Company is
authorized to issue from 200,000,000 to 300,000,000 shares.
<TABLE>
HISTORICAL FINANCIAL AND OPERATING INFORMATION
<CAPTION>
Three Months
Ended
March 31, Year Ended December 31,
1994 1993 1993 1992 1991 1990 1989
(dollars in millions, except per share amounts)
Results of Operations Data:
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues $ 68.0 $ 61.0 $ 269.0 $260.3 $315.2 $281.8 $ 188.2
Operating expenses 54.9 52.6 229.9 208.4 219.5 221.3 164.5
Gain on sale of offshore drilling rigs - - - 10.9 - - -
Depreciation 9.3 9.2 35.9 47.1 46.6 42.2 39.1
Operating income (loss) 3.8 (.8) 3.2 15.7 49.1 18.3 (15.4)
Interest expense, net of interest income (6.5) (7.6) (29.4) (40.8) (46.4) (48.5) (46.0)
Other income (expense) 1.0 (.9) (.3) (2.4) (1.7) (5.6) (.1)
Gain on settlement of litigation - - - 55.0 - - -
Income (loss) before extraordinary item and
cumulative effect of changes in accounting
principles (1.7) (9.3) (26.5) 27.5 1.0 (35.8) (61.5)
Extraordinary gain on extinguishment of debt - - - 28.3 - - -
Cumulative effect of change in accounting
for postemployment benefits (3.5) - - - - - -
Cumulative effect of change in accounting for
income taxes - - - 3.3 - - -
Cumulative effect of change in accounting
for postretirement health care and life
insurance benefits - - - (1.9) - - -
Net Income (Loss) $ (5.2) $ (9.3) $(26.5) $ 57.2 $ 1.0 $(35.8) $(61.5)
Net Income (Loss) Per Common Share:
Before extraordinary item and cumulative
effect of changes in accounting principles $(0.01) $(0.06) $(0.17) $ 0.24 $ .01 $(0.35) $(0.61)
Extraordinary gain on extinguishment of debt - - - 0.24 - - -
Cumulative effect of change in accounting
for postemployment benefits (0.02) - - - - - -
Cumulative effect
for income taxes - - - 0.03 - - -
Cumulative effect of change in accounting
for postretirement health care and life
insurance benefits - - - (0.02) - - -
Net Income (Loss) per Common Share $(0.03) $(0.06) $(0.17) $ 0.49 $ 0.01 $(0.35) $(0.61)
Balance Sheet Data:
(At period-end)
Working capital $ 94.1 $ 39.6 $107.2 $ 30.7 $ 88.4 $ 71.5 $ 67.5
Net properties $340.0 $311.5 $314.6 $318.0 $353.7 $378.2 $401.6
Total assets $493.3 $483.2 $492.9 $479.9 $523.7 $543.7 $572.8
Long-term debt, including current maturities $225.0 $249.0 $225.0 $249.0 $391.8 $444.7 $454.8
Shareholders' equity $202.1 $155.0 $205.4 $154.5 $ 44.6 $ 0.9 $ 12.9
</TABLE>
The following table sets forth certain data regarding rig
utilization for the industry and the Company's fleet. Industry
data, which is derived from data published in the Offshore Rig
Locator, is based upon all competitive rigs of the types indicated
for the periods indicated and includes many rigs that are
dissimilar to the Company's rigs in many respects, including
performance and environmental capabilities, operational criteria
and age. Furthermore, the industry data, among other things,
reports statistics on rig utilization based on both the "contract
method," which measures the number of days under contract compared
to the total days the rigs were owned, and the "operating method,"
which measures utilization in terms of the number of days the rigs
are earning revenues to the total days the rigs were owned.
Consequently, the available industry data set forth below may not
be directly comparable to the Company's data, which, among other
things, calculates utilization based on the contract method.
<TABLE>
<CAPTION>
Averages for
As of Three Months Averages for
March 31, Ended March 31, Years Ended December 31,
1994 1994 1993 1993 1992 1991 1990 1989
Company:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jackups
Total Rigs 21(1) 21(1) 19 19.6(2) 19.1(3) 20 20 20
Utilization Rate 100% 100% 91% 92% 83% 93% 92% 80%
Semisubmersibles
Total Rigs 2 2 2.5(4) 2.1(4) 4 4 4 4
Utilization Rate - 51% 84% 90% 73% 85% 85% 70%
Drillships
Total Rigs 1 1 1.8(4) 1.2(4) 2 2 2 3.8(5)
Utilization Rate 100% 100% 56% 77% 77% 57% 84% 22%
Industry:
Jackups
Total Rigs 320 320 325 322 331 340 345 356
Utilization Rate 78% 80% 80% 82% 72% 76% 79% 70%
Semisubmersibles
Total Rigs 133 133 136 134 141 147 145 148
Utilization Rate 70% 75% 72% 76% 72% 80% 78% 69%
Drillships
Total Rigs 19 19 25 22 28 26 25 29
Utilization Rate 63% 67% 53% 59% 52% 64% 74% 54%
(1) Data excludes two rigs not currently in service which
were acquired in the first quarter of 1994.
(2) Reflects the acquisition of three rigs and sale of one
rig in the third quarter of 1993.
(3) Reflects the sale of one rig in the first quarter of
1992.
(4) Reflects the sale of one rig in the first quarter of
1993.
(5) Reflects the sale of three rigs in the third quarter of
1989.
</TABLE>
RISK FACTORS
In addition to the other information contained in this Prospectus
and incorporated herein by reference, prospective investors should
carefully consider the matters set forth below before purchasing
any shares of the Common Stock.
High Leverage
Notwithstanding the recapitalization of the Company in 1992, the
Company is highly leveraged. As a result, the Company will require
substantial cash flow to meet its semiannual interest payment
obligations on, and to repay at maturity the principal of, its
Senior Secured Notes. The Company had total indebtedness of $225.0
million at March 31, 1994, as compared with total shareholders'
equity of $202.1 million.
Limited Liquidity
The Company believes that it will be able to meet all of its
current obligations, including capital expenditures and debt
service, from its cash flow from operations and its cash, cash
equivalents and marketable securities. The Company's ability,
however, to pay the principal amount of the Senior Secured Notes
upon maturity in December 1999 would require a substantial
improvement in current industry conditions. The Company estimates
that the average dayrate earned by the Company's contract drilling
fleet would have to increase from $24,300 per rig earned for the
first quarter of 1994 to approximately $29,000 per rig during the
period from April 1, 1994, through the date of maturity of the
Senior Secured Notes in order to cover all cash operating, capital
and financing costs, including principal payments, during the
period up to and including the maturity of the Senior Secured
Notes. This estimate assumes the continuation of rig utilization
and operating expenses at current levels and does not include other
sources of liquidity other than cash flow from the Company's
contract drilling fleet.
Restrictions on Operations
The ability of the Company to make scheduled semiannual interest
payments on, and retire at maturity the principal of, the Senior
Secured Notes is dependent on the Company's future performance.
The Company's performance is subject to financial, economic and
other factors affecting the Company, many of which are beyond its
control. In addition, the indenture under which the Senior Secured
Notes were issued (the "Indenture") imposes significant operating
and financial restrictions on the Company and provides for the
granting of a first lien in favor of the trustee under the
Indenture, for the benefit of the holders of Senior Secured Notes,
on a significant portion of the Company's material assets. Such
restrictions affect, and in many respects limit or prohibit, among
other things, the ability of the Company to incur additional
indebtedness, make investments in third parties, create liens, sell
assets, engage in mergers or acquisitions and make dividends or
other payments. The highly leveraged position of the Company and
the restrictive covenants contained in and liens provided for under
the Indenture could significantly limit the ability of the Company
to respond to changing business or economic conditions or to
respond to substantial declines in operating results.
Competition and Current Operating Environment
The offshore contract drilling industry is a highly competitive
and cyclical business. It is characterized by high capital costs,
long lead times for construction of new rigs and numerous industry
participants, none of which has a significant market share but
several of which have substantially greater financial resources
than the Company. Offshore drilling rigs have few alternative uses
and, because of their nature and the environment in which they
work, have relatively high maintenance costs whether employed or
unemployed. Contracts are awarded on a competitive bid basis and,
while an operator selecting a rig may consider, among other things,
quality of service and equipment, the current oversupply of rigs
has led to a market in which intense price competition is the
primary factor in determining which qualified contractor is awarded
a job. In addition, the Company's offshore drilling business is
subject to the usual risks associated with having a limited number
of customers for its services.
Each of the Company's drilling rigs is employed under an
individual contract which extends over a period of time covering
either a stated term or the time required to drill a well or number
of wells. While the final contract for employment of a rig is the
result of negotiations between the Company and the customer, most
contracts are awarded based upon competitive bidding. The rates
specified in drilling contracts are generally on a per day basis,
payable in U.S. dollars, and vary depending upon the equipment and
services supplied, the areas involved, the duration of the work,
competitive conditions and other variables. The contracts provide
for a basic dayrate during drilling operations, with lower rates
for periods of equipment breakdown, adverse weather, or other
conditions which may be beyond the control of the Company. When a
rig mobilizes to or demobilizes from an operating area, a contract
may provide for different dayrates, specified fixed amounts, or for
no payment during the redeployment period. As a result of
competitive conditions within the industry, the Company is, in
certain cases, paying the cost of mobilizing to and/or demobilizing
from an operating area, thus reducing further the Company's
operating margins. A contract may be terminated by the customer if
the rig is destroyed or lost, if drilling operations are suspended
for a specified period of time due to a breakdown of major
equipment or, in some cases, if other events occur that are beyond
the control of either party.
Since 1982, the offshore contract drilling market has been
adversely affected by a supply of offshore rigs that has
significantly exceeded the demand for such equipment as well as by
a reduced level of demand generally for such equipment. The
reduced demand principally has been the result of low oil and gas
prices, reductions in the exploration and development expenditures
of the Company's customers, and prolonged uncertainty and
volatility in oil and gas prices. Over the last two years,
however, the spot market price of domestic offshore natural gas at
the wellhead has increased significantly from a low of $0.90 per
thousand cubic feet in February 1992 to a recent price of $1.87 per
thousand cubic feet as of May 9, 1994. Given the historic volatily
in gas prices, there can be no assurance that current prices will
be sustained. Worldwide military, political and economic events
are likely to continue to cause price volatility. Factors which
influence demand for the Company's services include the ability of
the Organization of Petroleum Exporting Countries ("OPEC") to set
and maintain production levels and prices, the level of production
by non-OPEC countries, worldwide demand for oil and gas, and
contract and other terms sought by various governments to explore
and develop oil, gas and other hydrocarbons within their offshore
waters. The Company cannot predict the timing or extent of any
improvement in the industry or the future level of demand for the
Company's drilling services.
In the North Sea and West Africa, low oil prices continue to
depress demand for offshore drilling services, resulting in low
dayrates and utilization. The strength in the Gulf of Mexico
offshore drilling market, which is attributable to higher natural
gas prices, has resulted in an increase in the supply of rigs
competing for jobs in the Gulf, as contractors have relocated a
significant number of rigs to the Gulf from weak overseas markets.
This increase in Gulf supply, together with a slight decline in the
number of Gulf rigs under contract since the end of 1993, have
resulted in recent downward pressures on Gulf dayrates.
Losses from Operations
The Company reported net losses of $61.5 million and $35.8
million in the years 1989 and 1990, respectively. The Company
reported net income of $1.0 million for 1991 and $57.2 million for
1992. In 1993, the Company reported a net loss of $26.5 million.
The Company reported a net loss of $1.7 million for the quarter
ended March 31, 1994, before a one-time charge to income of $3.5
million for the cumulative effect of an accounting change, compared
with a net loss of $9.3 million for the quarter ended March 31,
1993. Net income for 1992 is primarily attributable (i) to the
proceeds from the settlement of the Company's take-or-pay
litigation, (ii) to an extraordinary gain on the extinguishment of
debt in connection with the recapitalization of the Company, (iii)
the gain realized upon the sale of one of the Company's High Island
class jackup rigs, and, (iv) to a lesser extent, the residual
effect of a limited number of drilling contracts with dayrates
higher than those subsequently prevailing. The Company would have
reported a net loss of $37.1 million in 1992 absent the settlement
of its take-or-pay litigation, the gain on extinguishment of debt
and the rig sale transaction. The Company's 1991 results reflect
the fact that many of the contracts for the Company's rigs in the
North Sea and other international markets were negotiated prior to
1991 at dayrates higher than those subsequently prevailing. Any
return to profitability by the Company will be dependent upon a
significant improvement in the utilization of and dayrates for its
drilling units. The Company cannot predict when or if any such
return to profitability will occur.
Limitation on Cash Flow from Oil and Gas and Turnkey Drilling
Operations
Cash flow from the Company's oil and gas operations and turnkey
drilling operations may be limited by certain factors. In
particular, net operating cash flow from the Company's largest gas
property, Matagorda Island Block 668, decreased from $12 million in
1992 to $5 million in 1993, reflecting the fact that previous
production imbalances between the Company and its working interest
partner in the property were settled in 1992. Net operating cash
flow from this property is estimated to be $4 million in 1994.
Additionally, the anticipated capital expenditures during 1994 for
oil and gas activities are expected to equal approximately four-
fifths of the net cash flow from the Company's oil and gas
properties.
Cash flow from turnkey drilling operations is dependent on the
ability of the Company to obtain and perform successfully turnkey
contracts based on competitive bids and the number of such
contracts available for bid. Accordingly, the Company's turnkey
results of operations may vary widely from year to year.
Dividend Restrictions
The Company is restricted from paying dividends (other than stock
dividends) on the Common Stock under the terms of the Indenture.
Accordingly, it is not expected that the Company will declare or
pay dividends in the foreseeable future.
Operational Risks and Insurance
The Company's operations are subject to the usual hazards
incident to drilling oil and gas wells, such as blowouts,
explosions, oil spills and fires, which can severely damage or
destroy equipment or cause environmental damage. The Company's
activities are also subject to perils peculiar to marine
operations, such as collision, grounding and damage or loss from
severe weather. These hazards can cause personal injury and loss
of life, severe damage to and destruction of property and
equipment, pollution or environmental damage and suspension of
operations.
The Company maintains insurance coverage against certain general
and marine public liability, including liability for personal
injury, in the amount of $200 million, subject to a self-insured
retention of no more than $250,000 per occurrence. In addition,
the Company's rigs and related equipment are separately insured
under hull and machinery policies against certain marine and other
perils, subject to a self-insured retention generally of no more
than $250,000 per occurrence. The Company's current practice is to
insure each rig for its market value. Although each rig is insured
for more than its carrying value, the Company's insurance may not
cover all costs that would be required to replace each rig. In
certain cases, the Company maintains insurance against loss due to
war, political risks and loss of hire. The Company purchases the
majority of the insurance protecting it from the consequences of
these hazards from the marine and energy insurance market. This
market historically is cyclical in nature, and over the past few
years it has experienced a decline in capacity of available
insurance resulting in increased premiums and reduced coverage for
the Company. In particular, as a result of historical claims
involving damage to the "spud cans" (i.e., the bases of the legs of
jackup rigs) of certain of the Company's jackup drilling units,
insurers have imposed a $2.0 million annual aggregate deductible
for physical damage and have excluded business interruption
coverage with respect to spud can damage incurred after May 3,
1992. In addition, the deductible for rig business interruption
claims has been increased from 14 days to 30 days. The Company
currently purchases rig business interruption insurance with
respect to 14 rigs. All of the Company's rigs which are operated
internationally are presently insured against loss due to war,
including terrorism. The Company's insurance coverage does not
protect against loss of revenues except in the limited instances
described above.
The Company is permitted under the terms of the rig mortgages
securing the Senior Secured Notes to change the limits on its
general and marine public liability insurance to $150 million, and
to be subject, with respect to such liability insurance and its
marine hull and machinery insurance, to self-insured retention
amounts of up to $1 million per occurrence. In addition, the
Indenture contains certain restrictions regarding the use of
insurance proceeds realized by the Company due to the loss of any
Company-owned rig, other than the Glomar Baltic I, the Glomar
Adriatic IX and the Glomar Adriatic X.
None of the above policies cover liability for bringing a well
under control following a blowout. In connection with the
Company's offshore contract drilling operations, the Company is
generally indemnified for any cost of well control liabilities by
its customers; however, in any event, the Company maintains
insurance against such liabilities in the amount of $50 million per
occurrence, subject to a self-insured retention of $100,000 per
occurrence. In the case of ADTI's turnkey drilling operations, the
Company maintains insurance against the cost of well control,
including pollution, environmental damage and restoration in an
amount of $20 million per occurrence, subject to a self-insured
retention of $200,000 per occurrence. Under turnkey drilling
contracts, ADTI generally assumes the risk of cost of well control,
but on occasion ADTI receives indemnification from the customer for
such risk in excess of the $20 million insurance coverage. In many
instances, however, ADTI is not indemnified by its customers for
pollution and environmental damage. Furthermore, ADTI is not
insured against certain drilling risks that could result in delays
or nonperformance of a turnkey drilling contract.
The occurrence of a significant event, including pollution or
environmental damage, not fully insured or indemnified against or
the failure of a customer to meet its indemnification obligations,
could materially and adversely affect the Company's operations and
financial condition. Moreover, no assurance can be given that the
Company will be able to maintain adequate insurance in the future
at rates it considers reasonable. See "Governmental Regulation and
Environmental Matters."
Foreign Operations
A significant portion of the Company's revenues is attributable
to drilling operations in foreign countries. Such activities
accounted for 44%, 71% and 65% of the Company's total revenues in
1993, 1992, and 1991, respectively, and 31% and 60% of the
Company's total revenues in the first three months of 1994 and
1993, respectively. Risks associated with the Company's operations
in foreign areas include risks of war and civil disturbances or
other risks that may limit or disrupt markets, expropriation,
nationalization, renegotiation or nullification of existing
contracts, foreign exchange restrictions and currency fluctuations,
foreign taxation, changing political conditions and foreign and
domestic monetary policies. To date, the Company has experienced
no material loss as a result of any of these factors. Additionally,
the ability of the Company to compete in the international drilling
market may be adversely affected by foreign governmental
regulations which favor or require the awarding of drilling
contracts to local contractors, or by regulations requiring foreign
contractors to employ citizens of, or purchase supplies from, a
particular jurisdiction. Furthermore, foreign governmental
regulations, which may in the future become applicable to the
industry served by the Company, could reduce demand for the
Company's services, or such regulations could directly affect the
Company's ability to compete for customers.
Governmental Regulation and Environmental Matters
The Company's business is affected by changes in public policy
and by federal, state, foreign and local laws and regulations
relating to the energy industry. The adoption of laws and
regulations curtailing exploration and development drilling for oil
and gas for economic, environmental and other policy reasons
adversely affects the Company's operations by limiting available
drilling and other opportunities in the energy service industry.
The Company's operations are subject to numerous federal, state
and local laws and regulations controlling the discharge of
materials into the environment or otherwise relating to the
protection of the environment. For example, the Company, as an
operator of mobile offshore drilling units in navigable U.S. waters
and certain offshore areas, including the Outer Continental Shelf,
is liable for damages and for the cost of removing oil spills for
which it may be held responsible, subject to certain limitations.
The Company does not believe that environmental regulations have
had any material adverse effect on its capital expenditures,
results of operations or competitive position to date, and does not
presently anticipate that any material expenditures will be
required to enable it to comply with existing laws and regulations.
It is possible, however, that modification of existing regulations
or the adoption of new regulations in the future, particularly with
respect to environmental and safety standards, could have such a
material adverse effect on the Company's operations.
The U.S. Oil Pollution Act of 1990 ("OPA '90") and similar
legislation enacted in Texas, Louisiana and other coastal states
address oil spill prevention and control and significantly expand
liability exposure across all spectrums of the oil and gas
industry. The Company is of the opinion that it maintains
sufficient insurance coverage to respond to the added exposures.
OPA '90 also mandates increases in the amounts of financial
responsibility that must be certified with respect to mobile
offshore drilling units and offshore facilities (e.g., oil and gas
production platforms) operating in U.S. waters. The increased
amounts are $15 million per occurrence for operators of mobile
offshore drilling units and $150 million per occurrence for
operators of offshore facilities. The U.S. Coast Guard is
responsible for promulgating regulations implementing the new
financial responsibility requirements with respect to mobile
offshore drilling units. Regulations were proposed in August 1991,
the comment period expired in January 1992, and the Coast Guard is
presently reviewing its proposals. These regulations, if adopted
as proposed, would, as a practical matter, preclude the use of
insurance as evidence of financial responsibility. In effect, the
regulations would require the Company and most other drilling
contractors and lease operators to post cash bonds or provide
evidence of adequate U.S.-based net worth, thereby making it more
difficult or, depending on factors such as their financial strength
and market conditions, impossible for many of such companies to
operate in U.S. waters. No assurance can be made that the Company
will be able to satisfy the financial responsibility requirements
for operators of mobile offshore drilling units under the
regulations as proposed or eventually promulgated and its inability
to do so might have a material adverse effect on its operations and
financial condition. Although concerned industry groups have
requested that the proposed regulations or OPA '90 be modified to
allow insurance of the type maintained by the Company to satisfy
the financial responsibility requirements, the Company does not
know to what extent, if any, the proposals will be modified, and it
does not know when the final regulations will go into effect.
During 1993, 45% of the Company's contract drilling revenues were
attributable to operations in U.S. waters, and, as of March 31,
1994, 14 of the Company's 25 rigs in service were located in U.S.
waters.
The Department of the Interior ("DOI") is responsible for
promulgating regulations implementing the new financial
responsibility requirements with respect to offshore facilities,
and its regulations are not expected to be finalized until 1995.
The Minerals Management Service of the DOI issued an Advance Notice
of Proposed Rulemaking in 1993 which contemplated regulations for
offshore facilities similar to the Coast Guard regulations. The
DOI solicited comments from the offshore oil industry with respect
to the proposed regulations, which will also be subject to review
and comment before adoption. The DOI regulations, with the
regulations promulgated by the Coast Guard (if adopted in their
proposed form), could adversely affect CMI, GMOG, GMDC and ADTI.
CMI presently operates an offshore production platform, GMOG
anticipates operating production platforms in the future, and
ADTI's business and GMDC's operations in the Gulf of Mexico are
largely dependent on oil and gas companies' drilling activities
which, in turn, ultimately depend on their ability to operate
offshore facilities. To the extent OPA '90 and these regulations
have the effect of precluding the use of insurance as evidence of
financial responsibility, operators of offshore facilities would be
subject to the same types of concerns discussed above with respect
to operators of mobile offshore drilling units. The Company cannot
predict the exact nature or effect of any regulations promulgated
under OPA '90.
Availability of Federal Income Tax Benefits
As of December 31, 1993, the Company had $1.1 billion of net
operating loss carryforwards ("NOLs"), expiring from 1999 to 2008
and $29.8 million in investment tax credit carryforwards
("Credits") expiring from 1994 to 2000. The NOLs and the Credits
are subject to review and potential disallowance by the Internal
Revenue Service ("IRS") upon audit of the federal income tax
returns of the Company. For example, the IRS might assert that the
NOLs and the Credits were adversely affected by the implementation
of the Company's 1989 plan of reorganization (the "Plan"). Section
382 of the Internal Revenue Code of 1986, as amended, may impair
the future availability of the NOL's and the Credits if there is a
change in ownership of more than 50% of the Company's common stock
since the effective date of the Plan, including future changes in
the ownership of the common stock. This limitation, if it applied,
would limit the utilization of the NOL's and the Credits in each
taxable year to an amount equal to the product of the federal long-
term tax-exempt bond rate prescribed monthly by the IRS and the
fair market value of all the Company's stock at the time of the
ownership change. The interpretation of Section 382 is subject to
numerous uncertainties. Accordingly, while the Company believes
its loss carryforwards are available to it without limitation, such
availability is not certain, nor is it certain that such
carryforwards, if presently available without limitation, will
continue to be available without limitation.
For alternative minimum tax ("AMT") purposes, NOLs can be used
to offset no more than 90% of alternative minimum taxable income
("AMTI"). Thus, to the extent the NOLs of the Company are used to
offset its regular taxable income, the Company nevertheless will be
required to pay AMT on 10% of its AMTI at the AMT rate of 20%.
Change of Control Provision With Respect to Senior Secured Notes
Under the Indenture, in the event of a Change of Control of the
Company, as defined in the Indenture, the Company would be
required, subject to certain conditions, to offer to purchase all
outstanding Senior Secured Notes at a price equal to 101% of
principal amount, plus accrued interest. As of March 31, 1994, the
Company would not have sufficient funds available to purchase all
of the outstanding Senior Secured Notes were they to be tendered in
response to an offer made as a result of a Change of Control. If,
following a Change of Control, the Company has insufficient funds
to purchase all of the outstanding Senior Secured Notes tendered
pursuant to such an offer, an event of default with respect to the
Senior Secured Notes would occur.
Potential Restrictions on Sales of Common Stock to Non-U.S.
Citizens
Pursuant to U.S. maritime laws, sales of interests in and control
of U.S. flag vessels owned by U.S. citizens to non-citizens
(including through the sale of stock) require the approval of the
Secretary of Transportation, acting through the United States
Maritime Administration ("MARAD"). Such transfers would include
those resulting in a majority of the outstanding Common Stock being
held by non-U.S. citizens. Under recently promulgated regulations
(except while the United States is at war, during periods of
national emergency, or if transfers to non-U.S. citizens would be
contrary to declared U.S. policy), all of such transfers of stock
are granted approval by MARAD, so long as such transfers are not
done in conjunction with a transfer of a rig out of U.S. registry.
If an interest in or control of a U.S.-flag vessel were to be
transferred to a non-U.S. citizen in violation of U.S. maritime
laws without MARAD approval, to the extent such approval is
required, such transfer would be void, and the United States would
have the power to seek forfeiture of the Company's rigs, seek civil
penalties (including fines) and seek enforcement of certain
criminal penalties.
SELLING STOCKHOLDER
The 750,000 shares of Common Stock being offered hereby are owned
by Clifford Services Ltd., and represent less than 1% of the
aggregate number of shares of Common Stock outstanding at May 16,
1994. Neither the Selling Stockholder nor any of its officers,
directors or affiliates has, or within the past three years has
had, any position, office or material relationship with the Company
or any of its predecessors or affiliates, other than in connection
with the acquisition of the two rigs described below. Because the
Selling Stockholder may offer all or some portion of its shares of
Common Stock pursuant to this Prospectus, no estimates can be given
as to the number of shares of Common Stock that will be held by the
Selling Stockholder upon termination of any such sales.
Pursuant to and in connection with the acquisition of two
cantilevered jackup drilling rigs in February 1994, the Company
agreed to deliver the 750,000 shares of Common Stock in partial
payment of the purchase price. The Company agreed to register such
shares with the Commission and to bear all cost and expenses of
such registration. Such expenses include, but are not limited to,
all registration and filing fees, printing expenses and fees and
disbursements of the Company's counsel and accountants. The
Selling Stockholder will pay all other fees and disbursements,
including but not limited to fees and disbursements of its counsel
and all underwriting fees and expenses and brokerage commissions,
if any, applicable to the shares sold by the Selling Stockholder.
Pursuant to the terms of the acquisition of the two rigs, the
Company may require, as a condition to the registration of the
shares of Common Stock, that the Selling Stockholder or any
underwriter participating in the offer or sale of such shares shall
have undertaken to indemnify the Company, each of its directors,
each of its officers who sign the registration statement, and any
persons who control the Company, with respect to information
relating to the Selling Stockholder or underwriter furnished to the
Company by such person specifically for use in preparation of the
Registration Statement.
All proceeds from the sales of shares of Common Stock offered
hereby will go the Selling Stockholder. The Company will not
receive any consideration for the sale of shares of Common Stock.
PLAN OF DISTRIBUTION
General
The Selling Stockholder may sell the shares of Common Stock
offered hereby in any of the following ways: (i) through
underwriters or dealers; (ii) through agents; or (iii) directly to
one or more purchasers. The distribution of the shares may be
effected from time to time in one or more transactions (which may
involve crosses or block transactions) (A) on the New York Stock
Exchange (or on such other national stock exchanges on which the
Common Stock may be traded from time to time) in transactions which
may include special offerings, exchange distributions and/or
secondary distributions pursuant to and in accordance with the
rules of such exchanges, (B) in the over-the-counter market, (C) in
transactions other than on such exchanges or in the over-the-
counter market, or a combination of such transactions, or (D)
through the writing of options on the shares (whether such options
are listed on an options exchange or otherwise). Any such
transactions may be effected at market prices prevailing at the
time of sale, at prices related to such prevailing market prices,
at negotiated prices or at fixed prices. The Selling Stockholder
or any underwriter for the shares may effect such transactions by
selling shares to or through broker-dealers, and such broker-
dealers may receive compensation in the form of underwriting
discounts, concessions or commisions from the Selling Stockholder
or such underwriter and/or commissions from purchasers of shares
for whom they may act as agent (which discounts, concessions or
commissions will not exceed those customary in the types of
transactions involved). Any underwriter of the shares also may
receive commissions from purchasers of shares for whom it may act
as agent. The Selling Stockholder and any underwriters, broker-
dealers or agents that participate in the distribution of shares
might be deemed to be underwriters, and any profit on the sale of
shares by them and any discounts, commissions or concessions
received by any such underwriters, broker-dealers or agents might
be deemed to be underwriting discounts and commissions under the
Securities Act. In the event of any underwritten public offering
of the shares of Common Stock offered hereby a post-effective
amendment to the Registration Statement of which this Prospectus
forms a part will be filed with the Commission.
Under agreements which may be entered into by the Selling
Stockholder, underwriters, dealers and agents who participate in
the distribution of Common Stock may be entitled to indemnification
by the Selling Stockholder against certain liabilities, including
liabilities under the Securities Act.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby will
be passed upon for the Company by James L. McCulloch, Vice
President and General Counsel of the Company.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's consolidated balance sheet at December 31, 1993 and
1992 and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the three years
ended December 31, 1993, 1992 and 1991, as incorporated by
reference from the Company's Annual Report on Form 10-K for the
year ended December 31, 1993 into this Prospectus and the
Registration Statement (including related financial statement
schedules which are incorporated by reference) of which this
Prospectus is a part, have been incorporated herein in reliance on
the report on the audits of the consolidated financial statements,
which includes an explanatory paragraph that describes the
Company's adoption of the new methods of accounting for income
taxes and postretirement benefits other than pensions prescribed by
applicable statements of the Financial Accounting Standards Board,
and the report on the audits of the consolidated financial
statement schedules of Coopers & Lybrand, independent accountants,
given on the authority of that firm as experts in accounting and
auditing.
With respect to the unaudited interim financial information
included in the Company's quarterly reports on Form 10-Q for the
quarters ended March 31, 1994 and 1993, filed pursuant to the
Exchange Act and incorporated by reference in this Prospectus, the
Company's independent accountants have reported that they have
applied limited procedures in accordance with professional
standards for a review of such information. However, their
separate report included in the Company's quarterly report on Form
10-Q for the quarter ended March 31, 1994 and incorporated by
reference herein, states that they did not audit and they do not
express an opinion on that interim financial information. With
respect to the unaudited interim financial information included in
the Company's quarterly reports on Form 10-Q subsequently filed
pursuant to the Exchange Act and deemed to be incorporated by
reference in this Prospectus, it is anticipated that the Company's
independent accountants will report that they have applied limited
procedures in accordance with professional standards for a review
of such information. However, their separate reports included in
the Company's subsequent quarterly reports on Form 10-Q and
incorporated by reference herein will state that they did not audit
and do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their reports
on interim financial information should be restricted in light of
the limited nature of the review procedures applied. The
independent accountants are not subject to the liability provisions
of Section 11 of the Securities Act for their reports on unaudited
interim financial information because these reports are not a
"report" or a "part" of a registration statement prepared or
certified by the accountants within the meaning of Sections 7 and
11 of the Securities Act.
EXPERTS
The information regarding oil and gas reserves of the Company for
each of the three years ended December 31, 1993, 1992 and 1991,
included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1993 has been included therein and incorporated
by reference into this Prospectus and the Registration Statement of
which this Prospectus is a part in reliance upon the reports and
the authority as experts of Ryder Scott Company Petroleum
Engineeers.
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR
THE SELLING STOCKHOLDER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATON THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATES AS OF WHICH INFORMATION IS GIVEN IN THIS PROSPECTUS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
Table of Contents
Page
Available Information 2
Incorporation by Reference 2
The Company 3
Recent Development 4
Historical Financial and Operating
Information 5
Risk Factors 7
Selling Stockholder 13
Plan of Distribution 13
Legal Matters 14
Independent Public Accountants 14
Experts 14
750,000 Shares
Global Marine Inc.
Common Stock
($.10 per share par value)
PROSPECTUS
Dated , 1994
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses to be paid by the Company in connection with the
offering described in this Registration Statement (other than
underwriting discounts and commissions) are estimated as follows:
Securities and Exchange Commission registration fee $1,034.48
NASD filing fee . . . . . . . . . . . . . . . *
Printing . . . . . . . . . . . . . . . . . . *
Accounting fees and expenses. . . . . . . . . *
Legal fees and expenses . . . . . . . . . . . *
Blue Sky fees and expenses (including counsel fees) . . *
Miscellaneous expenses. . . . . . . . . . . . *
Total . . . . . . . . . . . . . . $ *
* To be supplied by amendment.
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law empowers a
Delaware corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of such corporation) by reason of the fact that such person
is or was a director or officer, employee or agent of such
corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.
The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action,
suit or proceeding, provided that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. A Delaware corporation may indemnify
directors, officers, employees and others in an action by or in the
right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the
person to be indemnified has been adjudged to be liable to the
corporation. Where a director or officer is successful on the
merits or otherwise in the defense of any action referred to above
or in defense of any claim, issue or matter therein, the
corporation must indemnify such director or officer against the
expenses (including attorneys' fees) which he or she actually and
reasonably incurred in connection therewith.
Section III-11 of the By-laws of Global Marine Inc. provides for
indemnification of the directors and officers of Global Marine Inc.
to the full extent permitted by law, as now in effect or later
amended. Section III-11 of the By-laws provides that expenses
incurred by a director or officer in defending a suit or other
similar proceeding shall be paid by the Company upon receipt of an
undertaking by or on behalf of the director or officer to repay
such amount if it is ultimately determined that such director or
officer is not entitled to be indemnified by the Company.
Additionally, the Company's Restated Certificate of Incorporation
(the "Charter") contains a provision that limits the liability of
the Company's directors to the fullest extent permitted by the
Delaware General Corporation Law. The provision eliminates the
personal liability of directors to the Company or its stockholders
for monetary damages for breach of the director's fiduciary duty of
care as a director. As a result, stockholders may be unable to
recover monetary damages against directors for negligent or grossly
negligent acts or omissions in violation of their duty of care.
The provision does not change the liability of a director for
breach of his duty of loyalty to the Company or to stockholders,
for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, the
declaration or payment of dividends in violation of Delaware law,
or in respect of any transaction from which a director receives an
improper personal benefit.
In addition to its Charter and By-law provisions, the Company has
taken such other steps as are reasonably necessary to effect its
indemnification policy. Included among such other steps is
liability insurance provided by the Company for its directors and
officers for certain losses arising from claims or charges made
against them in their capacities as directors or officers of the
Company. The Company has also entered into indemnification
agreements with individual officers and directors. These
agreements generally provide such officers and directors with a
contractual right to indemnification to the full extent provided by
applicable law and the By-laws of the Company as in effect at the
respective dates of such agreements.
Agreements which may be entered into by the Selling Stockholder
with underwriters, dealers and agents who participate in the
distribution of Common Stock may contain provisions relating to the
indemnification of the Company's officers and directors.
Item 16. Exhibits.
The following instruments and documents are included as exhibits
to this Registration Statement and are filed herewith unless
otherwise indicated. Exhibits incorporated by reference are so
indicated by parenthetical information.
1.1* Form of Underwriting Agreement (including form of Pricing
Agreement).
4.1 Restated Certificate of Incorporation of the Company as
filed with the Secretary of State of Delaware on March 15,
1989, effective March 16, 1989. (Incorporated herein by
this reference to Exhibit 3(i).1 of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1993.)
4.2 Certificate of Amendment of the Restated Certificate of
Incorporation of the Company as filed with the Secretary of
State of Delaware on May 11, 1990. (Incorporated herein by
this reference to Exhibit 3(i).2 of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1993.)
4.3 Certificate of Correction of the Restated Certificate of
Incorporation of the Company as filed with the Secretary of
State of Delaware on September 25, 1990. (Incorporated
herein by this reference to Exhibit 3(i).3 of the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993.)
4.4 Certificate of Amendment of the Restated Certificate of
Incorporation of the Company as filed with the Secretary of
State of Delaware on May 11, 1992. (Incorporated herein by
this reference to Exhibit 3(i).4 of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1993.)
4.5 Certificate of Amendment of the Restated Certificate of
Incorporation of the Company as filed with the Secretary of
State of Delaware on May 12, 1994.
4.6 By-laws of the Company as amended on May 10, 1989.
(Incorporated herein by this reference to Exhibit 3(ii).1
of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993.)
4.7 Indenture, dated as of December 23, 1992, between the
Company and Wilmington Trust Company, as Trustee, with
respect to the Senior Secured Notes. (Incorporated herein
by this reference to Exhibit 4.5 of Post-Effective
Amendment No. 2 to the Registrant's Registration Statement
on Form S-3 (No. 33-34013) filed with the Commission on
January 22, 1993.)
4.8 First Priority Naval Mortgage, dated April 29, 1993, from
Global Marine Drilling Company to Wilmington Trust Company,
as Trustee. (Incorporated herein by this reference to
Exhibit 4.6 of the Registrant's Registration Statement on
Form S-3 (No. 33-65272) filed with the Commission on June
30, 1993.)
4.9 First Preferred Fleet Mortgage, dated December 23, 1992,
from Global Marine Drilling Company to Wilmington Trust
Company, as Trustee. (Incorporated herein by this
reference to Exhibit 4.7 of Post-Effective Amendment No. 2
to the Registrant's Registration Statement on Form S-3 (No.
33-34013) filed with the Commission on January 22, 1993.)
4.10 Release of Vessel from Lien of First Preferred Fleet
Mortgage, dated April 30, 1993, by Wilmington Trust
Company, as Trustee. (Incorporated herein by this
reference to Exhibit 4.8 of the Registrant's Registration
Statement on Form S-3 (No. 33-65272) filed with the
Commision on June 30, 1993.)
4.11 First Preferred Fleet Mortgage, dated December 23, 1992,
from Global Marine Deepwater Drilling Inc. to Wilmington
Trust Company, as Trustee. (Incorporated herein by this
reference to Exhibit 4.8 of Post-Effective Amendment No. 2
to the Registrant's Registration Statement on Form S-3 (No.
33-34013) filed with the Commission on January 22, 1993.)
4.12 Release of Vessel from Lien of Mortgage, dated January 27,
1993, by Wilmington Trust Company, as Trustee.
(Incorporated herein by this reference to Exhibit 4.6 of
the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993.)
4.13 First Priority Naval Mortgage, dated March 17, 1993, from
Global Marine Nautilus Inc. to Wilmington Trust Company, as
Trustee. (Incorporated herein by the reference to Exhibit
4.10 of the Registrant's Registration Statement on Form S-3
(No. 33-65272) filed with the Commission on June 30, 1993.)
4.14 Release of Vessel from Lien of First Priority Naval Fleet
Mortgage, dated September 8, 1993, by Wilmington Trust
Company, as Trustee. (Incorporated herein by this
reference to Exhibit 4.8 of the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1993.)
4.15 Supplement No.1, dated September 8, 1993, to First Priority
Naval Fleet Mortgage from Global Marine Nautilus Inc. to
Wilmington Trust Company, as Trustee. (Incorporated herein
by this reference to Exhibit 4.9 of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1993.)
4.16 Assumption Agreement and Supplement No. 2 dated December
16, 1993, to First Priority Naval Fleet and Mortgage among
Global Marine Drilling Company and Wilmington Trust
Company, as Trustee. (Incorporated herein by this
reference to Exhibit 4.10 of the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1993.)
4.17 First Preferred Fleet Mortgage, dated December 23, 1992,
from Global Marine West Africa Inc. to Wilmington Trust
Company, as Trustee. (Incorporated herein by this
reference to Exhibit 4.10 of Post-Effective Amendment No.
2 to the Registrant's Registration Statement on Form S-3
(No. 33-34013) filed with the Commission on January 22,
1993.)
4.18 First Preferred Ship Mortgage, dated December 23, 1992,
from Global Marine Adriatic Inc. to Wilmington Trust
Company, as Trustee. (Incorporated herein by this
reference to Exhibit 4.11 of Post-Effective Amendment No.
2 to the Registrant's Registration Statement on Form S-3
(No. 33-34013) filed with the Commission on January 22,
1993.)
4.19 Assumption Agreement and Supplement No. 1, dated March 4,
1993, to First Preferred Ship Mortgage among Global Marine
Adriatic Inc., as Original Mortgagor, Global Marine
Drilling Company, as Assuming Mortgagor, and Wilmington
Trust Company, as Trustee. (Incorporated herein by this
reference to Exhibit 4.13 of the Registrant's Registration
Statement on Form S-3 (No. 33-65272) filed with the
Commission on June 30, 1993.)
4.20 First Preferred Ship Mortgage, dated December 23, 1992,
from Global Marine Australia Inc. to Wilmington Trust
Company, as Trustee. (Incorporated herein by this
reference to Exhibit 4.12 of Post-Effective Amendment No.
2 to the Registrant's Registration Statement on Form S-3
(No. 33-34013) filed with the Commission on January 22,
1993.)
4.21 First Preferred Ship Mortgage, dated December 23, 1992,
from Global Marine Bismarck Sea Inc. to Wilmington Trust
Company, as Trustee. (Incorporated herein by this
reference to Exhibit 4.13 of Post-Effective Amendment No.
2 to the Registrant's Registration Statement on Form S-3
(No. 33-34013) filed with the Commission on January 22,
1993.)
4.22 First Priority Naval Mortgage, dated March 17, 1993, from
Global Marine North Sea Inc. to Wilmington Trust Company,
as Trustee. (Incorporated herein by this reference to
Exhibit 4.16 of the Registrant's Registration Statement on
Form S-3 (No. 33-65272) filed with the Commission on June
30, 1993.)
4.23 Subsidiary Pledge Agreement, dated December 23, 1992,
between Global Marine Adriatic Inc. and Wilmington Trust
Company, as Trustee. (Incorporated herein by this
reference to Exhibit 4.15 of Post-Effective Amendment No.
2 to the Registrant's Registration Statement on Form S-3
(No. 33-34013) filed with the Commission on January 22,
1993.)
4.24 Subsidiary Pledge Agreement, dated December 23, 1992,
between Global Marine Australia Inc. and Wilmington Trust
Company, as Trustee. (Incorporated herein by this
reference to Exhibit 4.16 of Post-Effective Amendment No.
2 to the Registrant's Registration Statement on Form S-3
(No. 33-34013) filed with the Commission on January 22,
1993.)
4.25 Subsidiary Pledge Agreement, dated December 23, 1992,
between Global Marine Bismarck Sea Inc. and Wilmington
Trust Company, as Trustee. (Incorporated herein by this
reference to Exhibit 4.17 of Post-Effective Amendment No.
2 to the Registrant's Registration Statement on Form S-3
(No. 33-34013) filed with the Commission on January 22,
1993.)
4.26 Subsidiary Pledge Agreement, dated December 23, 1992,
between Global Marine Deepwater Drilling Inc. and
Wilmington Trust Company, as Trustee. (Incorporated herein
by this reference to Exhibit 4.18 of Post-Effective
Amendment No. 2 to the Registrant's Registration Statement
on Form S-3 (No. 33-34013) filed with the Commission on
January 22, 1993.)
4.27 Subsidiary Pledge Agreement, dated December 23, 1992,
between Global Marine Drilling Company Inc. and Wilmington
Trust Company, as Trustee. (Incorporated herein by this
reference to Exhibit 4.19 of Post-Effective Amendment No.
2 to the Registrant's Registration Statement on Form S-3
(No. 33-34013) filed with the Commission on January 22,
1993.)
4.28 Subsidiary Pledge Agreement, dated December 23, 1992,
between Global Marine Nautilus Inc. and Wilmington Trust
Company, as Trustee. (Incorporated herein by this
reference to Exhibit 4.20 of Post-Effective Amendment No.
2 to the Registrant's Registration Statement on Form S-3
(No. 33-34013) filed with the Commission on January 22,
1993.)
4.29 Subsidiary Pledge Agreement, dated December 23, 1992,
between Global Marine North Sea Inc. and Wilmington Trust
Company, as Trustee. (Incorporated herein by this
reference to Exhibit 4.21 of Post-Effective Amendment No.
2 to the Registrant's Registration Statement on Form S-3
(No. 33-34013) filed with the Commission on January 22,
1993.)
4.30 Subsidiary Pledge Agreement, dated December 23, 1992,
between Global Marine West Africa Inc. and Wilmington Trust
Company, as Trustee. (Incorporated herein by this
reference to Exhibit 4.22 of Post-Effective Amendment No.
2 to the Registrant's Registration Statement on Form S-3
(No. 33-34013) filed with the Commission on January 22,
1993.)
5.1 Opinion and Consent of James L. McCulloch, Vice President
and General Counsel of the Company.
15.1 Letter of Coopers & Lybrand, Independent Accountants,
regarding Awareness of Incorporation by Reference.
23.1 Consent of James L. McCulloch (contained in the opinion
filed as Exhibit 5.1 hereof).
23.2 Consent of Coopers & Lybrand, Independent Accountants.
23.3 Consent of Ryder Scott Company Petroleum Engineers.
24.1 Power of Attorney pursuant to which amendments to this
Registration Statement may be filed (included on the
signature page contained in Part II hereof).
* Exhibit to be filed by amendment.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
outlined in Item 15 above or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Houston, State of Texas, on the 18th day of May, 1994.
GLOBAL MARINE INC.
By: /s/ J. C. Martin
J. C. Martin
Senior Vice President and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Jerry C. Martin,
James L. McCulloch and Alexander A. Krezel, and each or any one of
them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ C. R. Luigs Chairman of the Board, May 18, 1994
(C. R. Luigs) President and Chief
Executive Officer
/s/ J. C. Martin Senior Vice President, May 18, 1994
(J. C. Martin) Chief Financial Officer
(Principal Financial
Officer) and Director
/s/ Thomas R. Johnson Vice President and May 18, 1994
(Thomas R. Johnson) Corporaste Controller
Principal Accounting
Officer)
/s/ Patrick M. Ahern Director May 18, 1994
(Patrick M. Ahern)
/s/ Donald B. Brown Director May 18, 1994
(Donald B. Brown)
/s/ E. J. Campbell Director May 18, 1994
(E. J. Campbell)
/s/ Peter T. Flawn Director May 18, 1994
(Peter T. Flawn)
/s/ John M. Galvin Director May 18, 1994
(John M. Galvin)
/s/ L. L. Leigh Director May 18, 1994
(L. L. Leigh)
/s/ Sidney A. Shuman Director May 18, 1994
(Sidney A. Shuman)
/s/ William R. Thomas Director May 18, 1994
(William R. Thomas)
/s/ William C. Walker Director May 18, 1994
(William C. Walker)
EXHIBIT 99
EXHIBIT INDEX
Exhibit
4.5 Certificate of Amendment of the Restated Certificate of
Incorporation
5.1 Opinion of James L. McCulloch, Vice President and General
Counsel of the Company
15.1 Letter of Coopers & Lybrand, Independent Accountants,
regarding Awareness of Incorporation by Reference
23.1 Consent of James L. McCulloch (included in Exhibit 5.1)
23.2 Consent of Coopers & Lybrand, Independent Accountants
23.3 Consent of Ryder Scott Company Petroleum Engineers
25.1 Power of Attorney pursuant to which amendments to the
Registration Statement may be filed (included on the
signature page contained in Part II of the Registration
Statement)
The following exhibits are incorporated by reference
into the Registration Statement with which this set of Exhibits
is filed, as stated at pages II-2 through II-5 of the
Registration Statement. Descriptions of said exhibits are
incorporated herein by this reference to Item 16 of the
Registration Statement.
4.1, 4.2, 4.3, 4.4, 4.6, 4.7, 4.8, 4.9, 4.10,
4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17,
4.18, 4.19, 4.20, 4.21, 4.22, 4.23, 4.24,
4.25, 4.26, 4.27, 4.28, 4.29 and 4.30
The following exhibits will be filed by amendment, as
stated at pages II-2 through II-5 of the Registration Statement.
1.1
EXHIBIT 4.5
GLOBAL MARINE INC.
CERTIFICATE OF AMENDMENT
of the
RESTATED CERTIFICATE OF INCORPORATION
GLOBAL MARINE INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware, hereby
certificates:
FIRST: The first paragraph of Article FOURTH of the corporation's
Restated Certificate of Incorporation is hereby amended to read as
follows:
"FOURTH: The corporation is authorized to issue two
classes of shares of stock to be designated,
respectively, "Common Stock" and "Preferred Stock." The
total number of shares of all classes of stock which the
corporation is authorized to issue is Three Hundred Ten
Million (310,000,000). The total number of shares of
Common Stock is Three Hundred Million (300,000,000), $.10
par value per share, and the total number of shares of
Preferred Stock is Ten Million (10,000,000), $.01 par
value per share."
SECOND: The foregoing amendment to the corporation's Restated
Certificate of Incorporation has been adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the
State of Delaware.
THIRD: The capital of the corporation will not be reduced by this
amendment.
IN WITNESS WHEREOF, the corporation has caused this certificate of
amendment to be signed by James L. McCulloch, a Vice President, and
such signature to be attested by Alexander A. Krezel, an Assistant
Secretary, this 12th day of May 1994.
/s/ James L. McCulloch
Vice President
Attest:
/s/ Alexander A. Krezel
Assistant Secretary
EXHIBIT 5.1
May 18, 1994
Global Marine Inc.
777 N. Eldridge Road
Houston, Texas 77079
Gentlemen:
This opinion is rendered in connection with the Registration
Statement on Form S-3 (the "Registration Statement") being filed by
Global Marine Inc., a Delaware corporation (the "Company"), with
the Securities and Exchange Commission under the Securities Act of
1933, as amended, covering 750,000 shares of the Company's common
stock, $.10 par value per share (the "Shares"), which may be
offered and sold from time to time by Clifford Services Ltd. (the
"Selling Stockholder"), as nominee of Aban Lloyd Chiles Offshore
Limited ("Aban Lloyd"). The Selling Stockholder will receive the
shares pursuant to those certain Purchase and Sale Agreements
(Supplementary) dated as of December 13, 1993, as amended on
February 11, 1994 and May 11, 1994, between Aban Lloyd and the
Company (the "Purchase and Sale Agreements").
I have acted as counsel for the Company in connection with the
Registration Statement. In so acting, I have examined originals or
copies, authenticated to my satisfaction, of such corporate
records, agreements, documents and other instruments and such
certificates of public officials and of officers and
representatives of the Company, and have made such inquiries of
such officers and representatives, as I have deemed relevant and
necessary as a basis for the opinion hereinafter set forth. In
such examination, I have assumed the genuineness of all signatures
and the authenticity of all documents submitted to me as originals
and the conformity to the original documents of documents submitted
to me as certified or photostatic copies.
Based upon the foregoing and the other qualifications and
limitations expressed in this opinion, I am of the opinion that the
Shares, when issued in accordance with the Purchase and Sale
Agreements, will be validly issued, fully paid and nonassessable
under the laws of the State of Delaware.
This opinion is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA
Section of Business Law (1991). As a consequence, it is subject to
a number of qualifications, exceptions, definitions, limitations in
coverage and other limitations, all as more particularly described
in the Accord, and this opinion should be read in conjunction
therewith. The law covered in the opinion expressed herein is
limited to the federal law of the United States, the law of the
State of Texas and the corporate law of the State of Delaware.
I hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ James L. McCulloch
EXHIBIT 15.1
ACCOUNTANTS' AWARENESS LETTER
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Global Marine Inc.
Registration Statement on Form S-3
We are aware that our report dated May 6, 1994 on our review
of the condensed consolidated interim financial information of
Global Marine Inc. and subsidiaries for the quarter ended March 31,
1994 and included in the Company's Quarterly Report on Form 10-Q
for the quarter then ended is incorporated by reference into the
prospectus pertaining to 750,000 shares of the Common Stock, $.10
par value, of Global Marine Inc. that constitutes part of this
Registration Statement on Form S-3 being filed by Global Marine
Inc. with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. Pursuant to Rule 436 (c) under
the Securities Act of 1933, said report should not be considered a
part of said Registration Statement prepared or certified by us
within the meaning of Sections 7 and 11 of that Act.
/s/ Coopers & Lybrand
Houston, Texas
May 18, 1994
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent (i) to the incorporation by reference into the
Prospectus pertaining to 750,000 shares of the Common Stock, $.10
par value, of Global Marine Inc. that constitutes part of this
Registration Statement on Form S-3, being filed by Global Marine
Inc. with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, of our report, which includes
an explanatory paragraph that describes the Company's adoption of
the method of accounting for income taxes and the method of
accounting for postretirement benefits other than pensions
prescribed by applicable statements of the Financial Accounting
Standards Board, dated February 11, 1994, on our audits of the
consolidated financial statements and our report dated February 11,
1994, on our audits of the consolidated financial statement
schedules of Global Marine Inc. and subsidiaries, as of December
31, 1993 and 1992, and for each of the three years in the period
ended December 31, 1993, and (ii) to the reference to our firm
under the heading "Independent Public Accountants" in said
Prospectus.
/s/ Cooper & Lybrand
Houston, Texas
May 18, 1994
EXHIBIT 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We consent to the inclusion herein and incorporation by
reference in the Prospectus constituting part of the Registration
Statement on Form S-3, being filed by Global Marine Inc. with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, of our report on our estimates of proved oil and
gas reserves of the Company for each of the three years ended
December 31, 1993, 1992 and 1991 and to the reference to our firm
under the heading "Experts" in said Prospectus.
/s/ Ryder Scott Company
Petroleum Engineers
Houston, Texas
May 17, 1994
