SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 6-K
REPORT of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
Date: November 13, 2000
Stolt Offshore S.A.
-------------------------------------------------
(Exact name of registrant as specified in charter)
Stolt Offshore S.A.
-------------------------------------------------
(Translation of registrant's name into English)
Luxembourg
-----------------------------
(Jurisdiction of organization)
c/o Stolt Offshore M.S. Limited, Dolphin House,
Windmill Road, Sunbury-on-Thames,
Middlesex TW16 7HT, England
---------------------------
(Address of principal executive offices)
Registrant's telephone number, international: + 44 1932 773700
----------------
000-21742
------------------------
(Commission File Number)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
----- -----
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
----- -----
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-________
Enclosure: Press Release dated November 13, 2000, "Stolt Offshore S.A. to
Restructure Share Capital Reclassifying Class A Shares to Voting
Common Shares"
<PAGE>
Preliminary Note
This document is not an offer of securities for sale in the United States
and the Common Shares to be issued in connection with the reclassification have
not been, and will not be, registered under the United States Securities Act of
1933, as amended, nor under the laws of any state of the United States.
Accordingly, such securities may only be offered, sold or delivered, directly or
indirectly, in or into the United States pursuant to applicable exemptions from
the requirements of such jurisdictions. Stolt Offshore S.A. intends to issue the
Common Shares pursuant to the reclassification in reliance upon an exemption
from the registration requirements of the Securities Act of 1933, as amended.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
STOLT OFFSHORE S.A.
Date: November 13, 2000 By: /s/ Alan B. Winsor
-------------------------------
Name: Alan B. Winsor, Esq.
Title: Attorney-in-Fact
