As filed with the Securities and Exchange Commission on August 13, 1997.
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRICO MARINE SERVICES, INC.
(AND ITS SUBSIDIARIES IDENTIFIED IN FOOTNOTE (1) BELOW)
(Exact name of registrant as specified in its charter)
Delaware 4424 72-1252405
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code) Identification No.)
organization)
250 North American Court
Houma, Louisiana 70363
(504) 851-3833
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Victor M. Perez
Vice President and Chief Financial Officer
Trico Marine Services, Inc.
2401 Fountainview Drive, Suite 626
Houston, Texas 77057
(713) 780-9926
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
William B. Masters, Esq.
Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170
Fax: 504-582-8012
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered
in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed Amount of
Title of each class of Amount to be maximum offering maximum aggregate registration
securities to be registered registered price per unit offering price(2) fee
8 1/2% Series B Senior Notes Due $110,000,000 100% $110,000,000 $33,333
2005
Senior Guarantees (3) -- -- -- --
</TABLE>
(1) Trico Marine Assets, Inc., a Delaware corporation
(I.R.S. Employer Identification Number 72-125404), and
Trico Marine Operators, Inc, a Louisiana corporation
(I.R.S. Employer Identification Number 72-125405), each
a wholly owned subsidiary of the Company, will each be a
guarantor of the 8 1/2% Series B Senior Notes due 2005
(collectively, the "Guarantors").
(2) Estimated solely for the purpose of calculating the
registration fee.
(3) The 8 1/2% Series B Senior Notes due 2005 are to be
guaranteed by the Guarantors on a senior basis. No
separate consideration will be paid in respect of the
guarantees.
The registrants hereby amend this registration statement
on such date or dates as may be necessary to delay its
effective date until the registrants 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 AUGUST 13, 1997
PROSPECTUS
Offer for all Outstanding
8 1/2% Series A Senior Notes Due 2005
in Exchange for
8 1/2% Series B Senior Notes Due 2005
of
Trico Marine Services, Inc.
Trico Marine Services, Inc., a Delaware corporation (the "Company" or
"Trico"), and the Guarantors (as defined herein) hereby offer, upon the
terms and subject to the conditions set forth in this Prospectus and the
accompanying letter of transmittal (the "Letter of Transmittal," and
together with this Prospectus, the "Exchange Offer"), to exchange $1,000
principal amount of registered 8 1/2% Series B Senior Notes Due 2005 of the
Company (the "New Notes") for each $1,000 principal amount of
unregistered 8 1/2% Series A Senior Notes Due 2005 of the Company (the "Old
Notes"), of which an aggregate principal amount of $110,000,000 is
outstanding. The form and terms of the New Notes are identical in all
material respects to the form and terms of the Old Notes except that (i)
the New Notes are being registered under the Securities Act of 1933, as
amended (the "Securities Act"), and, therefore, will not bear any
legends restricting their transfer and (ii) holders of the New Notes,
other than certain broker-dealers, will not be entitled to the rights of
holders of Transfer Restricted Securities (as defined herein) under the
Registration Rights Agreement (as defined herein). The New Notes will
evidence the same debt as the Old Notes and will be issued pursuant to,
and entitled to the benefits of, the Indenture (as defined herein)
governing the Old Notes. The New Notes and the Old Notes are sometimes
collectively referred to herein as the "Notes." See "The Exchange
Offer" and "Description of the Notes."
Interest on the New Notes will be payable semi-annually in arrears on
February 1 and August 1 of each year, commencing February 1, 1998.
Interest on the New Notes will accrue from the date of issuance of the
Old Notes, July 21, 1997. The New Notes will be redeemable at the
option of the Company, in whole or in part, at any time on or after
August 1, 2001 at the redemption prices set forth herein, plus accrued
and unpaid interest and Liquidated Damages (as defined herein), if any,
thereon, to the redemption date. Notwithstanding the foregoing, on or
prior to August 1, 2001, the Company may redeem the New Notes at its
option, in whole or in part, at the Make-Whole Price (as defined
herein), plus accrued and unpaid interest and Liquidated Damages, if
any, thereon, to the redemption date. In addition, on or prior to July
17, 2000, the Company may redeem up to 35% of the aggregate principal
amount of New Notes at a redemption price of 108.5% of the principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages,
if any, thereon, to the redemption date, with the net cash proceeds of
one or more Qualified Equity Offerings (as defined herein), provided
that at least $71.5 million aggregate principal amount of New Notes
remains outstanding following each such redemption. Upon the occurrence
of a Change of Control (as defined herein), the Company will be required
to make an offer to repurchase all or any part of each holder's New
Notes at a price equal to 101% of the principal amount thereof, plus
accrued and unpaid interest and Liquidated Damages, if any, thereon, to
the date of repurchase. See "Description of the Notes."
The New Notes will be general unsecured obligations of the Company,
ranking pari passu in right of payment with all other future senior
indebtedness of the Company, and senior in right of payment to any
subordinated indebtedness incurred by the Company in the future. The
New Notes will be effectively subordinated, however, to all future
secured obligations of the Company and to all current and future secured
obligations of the subsidiaries of the Company, to the extent of the
assets securing such obligations. As of March 31, 1997, after giving
pro forma effect to the sale of the Old Notes (the "Original Offering")
and the use of proceeds therefrom, the New Notes would have been
effectively subordinated to approximately $8.4 million of secured
borrowings. The Indenture will permit the Company and its subsidiaries
to incur additional indebtedness, including additional secured
indebtedness, under certain conditions. See "Risk Factors -- Ranking of
the Notes; Effective Subordination" and "Description of the Notes --
Certain Covenants -- Incurrence of Indebtedness and Issuance of
Preferred Stock." The New Notes will be jointly and severally
guaranteed by the Company's present principal operating subsidiaries and
future Significant Subsidiaries (as defined herein).
See "Risk Factors" beginning on page 6 for a discussion
of certain factors that should be considered in connection
with the Exchange Offer and an investment in the New Notes
offered hereby.
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.
The Company and the Guarantors will accept for exchange any and all
Old Notes validly tendered and not withdrawn prior to 5:00 p.m., New
York City time, on , 1997, unless extended
(as so extended, the "Expiration Date"). Tenders of Old Notes may be
withdrawn at any time prior to 5:00 p.m. New York City time on the
Expiration Date. The Exchange Offer is not conditioned upon any
minimum principal amount of Old Notes being tendered for exchange;
however, the Exchange Offer is subject to certain customary conditions.
Old Notes may be tendered only in denominations of $1,000 principal
amount and integral multiples thereof. See "The Exchange Offer."
The Old Notes were sold by the Company on July 21, 1997 to Bear,
Stearns & Co. Inc., Jefferies & Company, Inc. and BancBoston Securities
Inc. (collectively, the "Initial Purchasers") in a private transaction
not subject to the registration requirements of the Securities Act. The
Old Notes were thereupon offered and sold by the Initial Purchasers only
to "qualified institutional buyers" (as defined in Rule 144A under the
Securities Act) and to a limited number of institutional "accredited
investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act), each of whom agreed to comply with certain transfer
restrictions and other conditions. Accordingly, the Old Notes may not
be offered, resold or otherwise transferred unless registered under the
Securities Act or unless an applicable exemption from the registration
requirements of the Securities Act is available. The New Notes are
being offered hereunder in order to satisfy the obligations of the
Company and the Guarantors under the Registration Rights Agreement
entered into with the Initial Purchasers in connection with the offering
of the Old Notes. See "The Exchange Offer" and "Description of the
Notes -- Registration Rights; Liquidated Damages."
Based on interpretations by the staff of the Securities and Exchange
Commission (the "Commission") set forth in no-action letters issued to
third parties, the Company and the Guarantors believe the New Notes
issued pursuant to the Exchange Offer in exchange for Old Notes may be
offered for resale, resold and otherwise transferred by any holder
thereof (other than broker-dealers, as set forth below, and any such
holder that is an "affiliate" of the Company within the meaning of Rule
405 under the Securities Act) without compliance with the registration
and prospectus delivery provisions of the Securities Act, provided that
(i) the New Notes are acquired in the ordinary course of such holder's
business, (ii) the holder is not engaging in and does not intend to
engage in a distribution of the New Notes, and (iii) the holder does not
have an arrangement or understanding with any person to participate in
the distribution of the New Notes. Any holder who tenders in the
Exchange Offer with the intention to participate, or for the purpose of
participating, in a distribution of the New Notes or who is an affiliate
of the Company may not rely upon such interpretations by the staff of
the Commission and, in the absence of an exemption therefrom, must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any secondary resale transaction.
Holders of Old Notes wishing to accept the Exchange Offer must represent
to the Company in the Letter of Transmittal that such conditions have
been met. The Letter of Transmittal states that by so acknowledging and
by delivering a prospectus, a broker-dealer will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act.
This Prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of New Notes
received in exchange for Old Notes where such Old Notes were acquired by
such broker-dealer as a result of market-making activities or other
trading activities. The Company and the Guarantors have agreed, for a
period of one year after the effective date of the Registration
Statement of which this Prospectus forms a part, to make this Prospectus
available to any broker-dealer for use in connection with any such
resale.
The Old Notes are eligible for trading in the National Association of
Securities Dealers' Private Offering, Resales and Trading through
Automated Linkages ("PORTAL") Market. The Company does not intend to
list the New Notes on any securities exchange.
Neither the Company nor the Guarantors will receive any proceeds from
the Exchange Offer.
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 the rules and
regulations thereunder, and in accordance therewith files periodic reports,
proxy and other information statements with the Commission. All reports, proxy
and information statements, and other information filed by the Company with the
Commission may be inspected at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission located at 7 World Trade Center, 13th Floor,
New York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material may be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission also maintains a Web site
(http://www.sec.gov) that contains reports, proxy and information statements
regarding registrants, such as the Company, that file electronically with the
Commission. The Company's Common Stock is traded on the Nasdaq National Market
and reports, proxy statements and other information concerning the Company can
also be inspected at the offices of the National Association of Securities
Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's (i) Annual Report on Form 10-K for the fiscal year ended December
31, 1996, (ii) Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1997 and (iii) Current Reports on Form 8-K dated January 31, 1997 and July
21, 1997 which have been filed by the Company with the Commission pursuant to
the Exchange Act, are by this reference incorporated in and made a part of this
Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the Exchange Offer shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for 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
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of this
Prospectus has been delivered, upon the written or oral request of such person,
a copy of any and all of the documents which have been or may be incorporated by
reference in this Prospectus, except that exhibits to such documents will not be
provided unless they are specifically incorporated by reference into such
documents. Requests for copies of any such document should be directed to Trico
Marine Services, Inc., Attention: Corporate Secretary, 2401 Fountainview, Suite
626, Houston, Texas 77057 (telephone: (713) 780-9926).
SUMMARY
The following is a summary of certain information contained elsewhere in this
Prospectus or incorporated by reference herein and does not purport to be
complete. Reference is made to, and this Summary is qualified in its entirety
by and should be read in conjunction with, the more detailed information
contained elsewhere herein or incorporated by reference in this Prospectus.
Unless otherwise defined herein, capitalized terms used in this Summary have the
respective meanings ascribed to them elsewhere in this Prospectus or in the
Indenture (as defined herein).
The Company
Trico is a leading provider of marine support vessels and related services to
the oil and gas industry in the U.S. Gulf of Mexico (the "Gulf") and offshore
Brazil. The Company is the second largest owner and operator of supply boats in
the Gulf and has a total fleet of 81 vessels, including 52 supply boats, 14 crew
boats, six lift boats and nine line handling boats. Since its initial public
offering in May 1996, Trico has acquired 36 supply boats at an aggregate cost of
$164.5 million, including 11 supply boats purchased for $62.0 million. Pursuant
to a definitive purchase agreement executed by the Company on June 18, 1997, the
Company will purchase a 225-foot supply boat, which is in the final stages of a
major upgrade by its current owner, upon completion of the upgrade. The Company
believes that the increased size of its vessel fleet will enable it to take
further advantage of the strong demand for marine support vessels in the Gulf
and the resulting high utilization levels and increased vessel day rates. The
Company's average supply boat day rate increased to $7,076 during the second
quarter of 1997 from $4,256 during the comparable 1996 period.
The services provided by Trico's diversified fleet include transportation of
drilling materials, supplies and crews to offshore exploration and production
facilities and support for the construction, installation, maintenance and
removal of offshore facilities. Trico has focused on providing high quality,
responsive service while maintaining a low cost structure. The Company believes
the quality of its fleet and the strength of its experienced management team
have allowed the Company to develop and maintain long-term customer
relationships.
The Original Offering and Use of Proceeds
The Old Notes were sold by the Company on July 21, 1997 to the Initial
Purchasers and were thereupon offered and sold by the Initial Purchasers only to
certain qualified buyers. The Company used $62.0 million of the $106.1 million
net proceeds from the Original Offering to fund the acquisition of 11 supply
boats, $37.1 million to repay outstanding indebtedness under the Company's $65.0
million revolving credit facility (the "Bank Credit Facility") and intends to
use the remaining $7.0 million to fund the acquisition of the 225-foot supply
boat, upon completion of the upgrade.
The Exchange Offer
The Exchange Offer relates to the exchange of up to $110 million aggregate
principal amount of New Notes for up to $110 million aggregate principal amount
of the Old Notes. The form and terms of the New Notes are identical in all
material respects to the form and terms of the Old Notes except that (i) the New
Notes are being registered under the Securities Act and, therefore, will not
bear any legends restricting their transfer and (ii) holders of the New Notes,
other than certain broker-dealers, will not be entitled to the rights of holders
of Transfer Restricted Securities under the Registration Rights Agreement. The
New Notes will evidence the same debt as the Old Notes and will be issued
pursuant to, and entitled to the benefits of, the Indenture. The Old Notes and
the New Notes are sometimes referred to collectively herein as the "Notes." See
"Description of the Notes."
The Exchange
Offer............. Pursuant to the Exchange Offer, $1,000 principal amount of
New Notes will be issued in exchange for each $1,000
principal amount of Old Notes that are validly tendered and
not withdrawn. As of the date hereof, Old Notes
representing $110 million aggregate principal amount are
outstanding. The terms of the New Notes and the Old Notes
are substantially identical.
Resales............ Based on interpretations by the staff of the Commission set
forth in no-action letters issued to third parties unrelated
to the Company and the Guarantors, the Company and the
Guarantors believe that the New Notes issued pursuant to the
Exchange Offer in exchange for Old Notes may be offered for
resale, resold and otherwise transferred by any holder
thereof (other than broker-dealers, as set forth below, and
any such holder or such other person that is an "affiliate"
of the Company within the meaning of Rule 405 under the
Securities Act), without compliance with the registration
and prospectus delivery provisions of the Securities Act,
provided that (i) the New Notes are acquired in the ordinary
course of such holder's business, (ii) such holder is not
engaging in and does not intend to engage in a distribution
of the New Notes, and (iii) such holder does not have an
arrangement or understanding with any person to participate
in the distribution of the New Notes. Any holder who
tenders in the Exchange Offer with the intention to
participate, or for the purpose of participating, in a
distribution of the New Notes or who is an affiliate of the
Company may not rely upon such interpretations by the staff
of the Commission and, in the absence of an exemption
therefrom, must comply with the registration and prospectus
delivery requirements of the Securities Act in connection
with any secondary resale transaction. Failure to comply
with such requirements in such instance may result in such
holder incurring liabilities under the Securities Act for
which the holder is not indemnified by the Company. Each
broker-dealer that receives New Notes for its own account in
exchange for Old Notes, where those Old Notes were acquired
by the broker-dealer as a result of its market-making
activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any
resale of such New Notes. The Letter of Transmittal states
that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. The
Company has agreed that, for a period of one year after the
effective date of the Registration Statement of which this
Prospectus is a part, it will make this Prospectus available
to any broker-dealer for use in connection with any such
resale.
The Exchange Offer is not being made to, nor will the
Company accept surrenders for exchange from, holders of Old
Notes in any jurisdiction in which this Exchange Offer or
the acceptance thereof would not be in compliance with the
securities or blue sky laws of such jurisdiction.
Expiration
Date.............. The Exchange Offer will expire at 5:00 p.m., New York City
time, on _________, 1997, unless extended, in which case,
the term "Expiration Date" shall mean the latest date and
time to which the Exchange Offer is extended. See "The
Exchange Offer -- Terms of the Exchange Offer -- Expiration
Date; Extension; Amendments."
Conditions to the
Exchange
Offer............ The Exchange Offer is subject to certain customary
conditions, certain of which may be waived by the Company.
See "The Exchange Offer -- Terms of the Exchange Offer --
Conditions to the Exchange Offer." The Exchange Offer is
not conditioned upon any minimum principal amount of Old
Notes being tendered.
Procedures for
Tendering
Old Notes........ Each holder of Old Notes wishing to accept the Exchange
Offer must complete, sign and date the Letter of
Transmittal, or a facsimile thereof, in accordance with the
instructions contained herein and therein, and mail or
otherwise deliver the Letter of Transmittal, or a facsimile,
together with the Old Notes and any other required
documentation, to the Exchange Agent (as defined herein) at
the address set forth herein and in the Letter of
Transmittal. Persons holding Old Notes through the
Depository Trust Company ("DTC") and wishing to accept the
Exchange Offer must do so pursuant to DTC's Automated Tender
Offer Program, by which each tendering Participant will
agree to be bound by the Letter of Transmittal. By
executing or agreeing to be bound by the Letter of
Transmittal, each holder will represent to the Company that,
among other things, (i) the New Notes acquired pursuant to
the Exchange Offer are being acquired in the ordinary course
of such holder's business, (ii) such holder is not engaging
and does not intend to engage in a distribution of such New
Notes, (iii) such holder does not have an arrangement or
understanding with any person to participate in the
distribution of such New Notes, and (iv) such holder is not
an "affiliate," as defined under Rule 405 promulgated under
the Securities Act, of the Company.
Special Procedures
for Beneficial
Owners........... Any beneficial owner whose Old Notes are registered in the
name of a broker, dealer, commercial bank, trust company or
other nominee and who wishes to tender such Old Notes in the
Exchange Offer should contact such registered holder
promptly and instruct such registered holder to tender on
such beneficial owner's behalf. If such beneficial owner
wishes to tender on its own behalf, such owner must, prior
to completing and executing the Letter of Transmittal and
delivering its Old Notes, either make appropriate
arrangements to register ownership of the Old Notes in such
owner's name or obtain a properly completed bond power from
the registered holder. The transfer of registered ownership
may take considerable time and may not be able to be
completed prior to the Expiration Date. See "The Exchange
Offer -- Terms of the Exchange Offer -- Procedures for
Tendering Old Notes."
Guaranteed Delivery
Procedures........ Holders of Old Notes who wish to tender their Old Notes and
whose Old Notes are not immediately available or who cannot
deliver their Old Notes, the Letter of Transmittal or any
other documents required by the Letter of Transmittal to the
Exchange Agent prior to the Expiration Date, must tender
their Old Notes according to the guaranteed delivery
procedures set forth in "The Exchange Offer -- Terms of the
Exchange Offer -- Guaranteed Delivery Procedures."
Withdrawal......... The tender of Old Notes pursuant to the Exchange Offer may
be withdrawn at any time prior to 5:00 p.m., New York City
time, on the Expiration Date. Any Old Notes not accepted
for exchange for any reason will be returned without expense
to the tendering holder thereof as promptly as practicable
after the expiration or termination of the Exchange Offer.
See "The Exchange Offer -- Terms of the Exchange Offer --
Withdrawal Rights."
Acceptance of Old Notes
and Delivery of New
Notes............ Subject to certain conditions (as described more fully in
"The Exchange Offer -- Terms of the Exchange Offer --
Conditions to the Exchange Offer"), the Company will accept
for exchange any and all Old Notes which are properly
tendered in the Exchange Offer prior to 5:00 p.m., New York
City time, on the Expiration Date. The New Notes issued
pursuant to the Exchange Offer will be delivered promptly
following the Expiration Date. See "The Exchange Offer --
Terms of the Exchange Offer."
Interest on the New
Notes and the
Old Notes........ Interest on each New Note will accrue from the date of
issuance of the Old Note for which the New Note is
exchanged.
Exchange
Agent............. Texas Commerce Bank National Association is serving as
Exchange Agent in connection with the Exchange Offer. The
address, telephone number and facsimile number of the
Exchange Agent are set forth in "The Exchange Offer --
Exchange Agent."
Effect of Not
Tendering......... Old Notes that are not tendered or that are tendered but
not accepted will, following the completion of the Exchange
Offer, continue to be subject to the existing restrictions
upon transfer thereof. The Company will have no further
obligation (other than as described in "Description of the
Notes -- Registration Rights; Liquidated Damages" with
respect to the Shelf Registration Statement (as defined
herein)) to provide for the registration under the
Securities Act of such Old Notes.
Terms of New Notes
Securities
Offered........... $110.0 million aggregate principal amount of 8 1/2% Series
B Senior Notes due 2005.
Maturity........... August 1, 2005
Interest Payment
Dates............. Interest on the New Notes will be payable semi-annually in
arrears on February 1 and August 1 of each year, commencing
February 1, 1998.
Ranking............ The New Notes will be general unsecured obligations of the
Company, ranking pari passu in right of payment with all
other present or future senior indebtedness of the Company
and senior in right of payment to all present or future
subordinated indebtedness of the Company. The New Notes
will be effectively subordinated, however, to all secured
obligations of the Company and its subsidiaries, including
borrowings under the Bank Credit Facility, to the extent of
the assets securing such obligations. As of March 31, 1997,
after giving pro forma effect to the Original Offering and
the use of proceeds therefrom, the New Notes would have been
effectively subordinated to approximately $8.4 million of
secured borrowings of the Company. The Indenture permits
the Company and its subsidiaries to incur additional
indebtedness, including additional secured indebtedness,
subject to certain conditions.
Guarantees......... The New Notes will be jointly and severally guaranteed on a
senior unsecured basis by the Company's principal operating
subsidiaries and future Significant Subsidiaries. See
"Description of the Notes -- Subsidiary Guarantees."
Optional
Redemption........ The New Notes will be redeemable at the option of the
Company, in whole or in part, at any time on or after
August 1, 2001, at redemption prices set forth herein, plus
accrued and unpaid interest and Liquidated Damages, if any,
thereon, to the redemption date. Notwithstanding the
foregoing, on or prior to August 1, 2001, the Company may
redeem the New Notes at its option, in whole or in part, at
the Make-Whole Price (as defined herein), plus accrued and
unpaid interest and Liquidated Damages, if any, thereon, to
the redemption date. In addition, on or prior to July 17,
2000, the Company may redeem up to 35% of the aggregate
principal amount of the New Notes originally issued at a
redemption price of 108.5% of the principal amount thereof,
plus accrued and unpaid interest and Liquidated Damages, if
any, thereon, to the redemption date, with the net cash
proceeds of one or more Qualified Equity Offerings, provided
that at least $71.5 million aggregate principal amount of
New Notes remains outstanding following each such
redemption. See "Description of the Notes -- Optional
Redemption."
Change of
Control........... Upon the occurrence of a Change of Control, the Company will
be required to make an offer to repurchase all or any part
of each holder's New Notes at a price equal to 101% of the
principal amount thereof, plus accrued and unpaid interest
and Liquidated Damages, if any, thereon, to the date of
repurchase. See "Risk Factors -- Potential Inability to
Fund a Change of Control" and "Description of the Notes --
Repurchase at the Option of Holders -- Change of Control."
Certain
Covenants......... The indenture pursuant to which the New Notes will be issued
(the "Indenture") contains certain covenants that, among
other things, limits the ability of the Company and its
subsidiaries to incur additional Indebtedness (as defined
herein), pay dividends or make other distributions,
repurchase Equity Interests (as defined herein) or
subordinated indebtedness, create certain liens, enter into
certain transactions with affiliates, issue or sell capital
stock of subsidiaries, engage in sale-and-leaseback
transactions, sell assets or enter into certain mergers or
consolidations. See "Description of the Notes -- Certain
Covenants."
Exchange Offer;
Registration
Rights............ Pursuant to a registration rights agreement by and between
the Company, the Guarantors and the Initial Purchasers (the
"Registration Rights Agreement"), the Company and the
Guarantors have agreed to file the Registration Statement of
which this Prospectus forms a part (the "Exchange Offer
Registration Statement") with the Commission under the
Securities Act with respect to the Exchange Offer. If (a)
the Company and the Guarantors are not permitted to
consummate the Exchange Offer because the Exchange Offer is
not permitted by applicable law or Commission policy or (b)
any holder of Transfer Restricted Securities notifies the
Company prior to the 20th day following consummation of the
Exchange Offer that (i) it is prohibited by law or
Commission policy from participating in the Exchange Offer
or (ii) that it may not resell the New Notes acquired by it
in the Exchange Offer to the public without delivering a
prospectus and the prospectus contained in the Exchange
Registration Statement would not be available for such
resales, the Company will file with the Commission a shelf
registration statement (the "Shelf Registration Statement")
to cover resales of the Notes by holders thereof who satisfy
certain conditions relating to the provision of information
in connection with the Shelf Registration Statement. If the
Company fails to satisfy these registration obligations, it
will be required to pay liquidated damages to the holders of
the Old Notes under certain circumstances ("Liquidated
Damages"). See "Description of the Notes -- Registration
Rights; Liquidated Damages."
For further information regarding the Notes, see "Description of the Notes."
USE OF PROCEEDS
The Company will not receive any proceeds from the issuance of the New
Notes pursuant to this Prospectus.
RISK FACTORS
For a discussion of certain factors that should be considered in
connection with the Exchange Offer and an investment in the New Notes offered
hereby, see "Risk Factors."
RISK FACTORS
In addition to the other information set forth elsewhere in this
Prospectus or incorporated by reference herein, the following factors relating
to the Company and this Exchange Offer should be considered by prospective
investors when evaluating an investment in the New Notes offered hereby.
Substantial Indebtedness
At March 31, 1997, on the pro forma basis, after giving effect to the
Original Offering and the application of the proceeds therefrom, the Company
would have had $118.4 million of indebtedness and stockholders' equity of $110.7
million. In addition, the terms of the Notes permit the Company to incur $65.0
million of indebtedness under the Bank Credit Facility and certain other
indebtedness. The Company's level of indebtedness has several important effects
on its future operations, including (i) the Company's ability to obtain
additional financing in the future for working capital, capital expenditures,
acquisitions, general corporate purposes or other purposes may be impaired, (ii)
a reduction of funds available to the Company for its operations or for capital
expenditures as a result of the dedication of a substantial portion of the
Company's cash flow to the payment of principal of and interest on the Company's
indebtedness, including indebtedness under the Notes, (iii) restrictions in the
Indenture that limit the Company's ability to borrow additional funds or to
dispose of assets, which may affect the Company's flexibility in planning for,
and reacting to, changes in its business, including possible acquisition
activities, (iv) the possibility of an event of default under the financial and
operating covenants contained in the Company's debt instruments, including the
Indenture, which, if not cured or waived, could have a material adverse effect
on the Company and (v) an inability to adjust to rapidly changing market
conditions and consequent vulnerability in the event that a downturn in general
economic conditions or its business because of the Company's reduced financial
flexibility. Moreover, future acquisitions may require the Company to alter its
capitalization significantly. See "Description of the Notes -- Certain
Covenants."
The Company's ability to meet its debt service obligations and to reduce
its total indebtedness will be dependent upon the Company's future performance,
which will be subject to levels of activity in offshore oil and gas exploration,
development and production, particularly in the Gulf, general economic
conditions and to financial, business and other factors affecting the operations
of the Company, many of which are beyond its control. There can be no assurance
that the Company's future performance will not be adversely affected by such
economic conditions and financial, business and other factors. See
"Capitalization."
If the Company is unable to generate sufficient cash flow from operations
in the future to service its debt, it may be required to refinance all or a
portion of its existing debt, including the Notes, or to obtain additional
financing. There can be no assurance that any such refinancing would be
possible or that any additional financing could be obtained. The inability to
obtain additional financing could have a material adverse effect on the Company.
For example, a default by the Company under the terms of the Indenture could
result in a default under the terms of the Bank Credit Facility.
Restrictions Imposed by Terms of the Company's Indebtedness
The Indenture restricts, among other things, the ability of the Company
and its subsidiaries to incur additional indebtedness, pay dividends or make
certain other restricted payments, incur liens to secure pari passu or
subordinated indebtedness, apply net proceeds from certain asset sales, merge or
consolidate with any other person, sell, assign, transfer, lease, convey or
otherwise dispose of substantially all of the assets of the Company, or enter
into certain transactions with affiliates. In addition, the Bank Credit
Facility contains, and future credit facilities may contain, other and more
restrictive covenants and prohibits the Company from prepaying other
indebtedness (including the Notes) before indebtedness outstanding under the
Bank Credit Facility or such other credit facility. As a result of these
covenants, the ability of the Company to respond to changes in business and
economic conditions and to secure additional financing, if needed, may be
significantly restricted, and the Company may be prevented from engaging in
transactions that might otherwise be considered beneficial to the Company. See
"Description of the Notes -- Certain Covenants." The Bank Credit Facility also
requires, and future credit facilities may require, the Company to maintain
specified financial ratios and satisfy certain financial condition tests. The
Company's ability to meet these financial ratios and tests can be affected by
events beyond its control, and there can be no assurance that the Company will
meet those tests. The breach of any of these covenants could result in a
default under the Bank Credit facility or such other credit facility. Upon the
occurrence of an event of default under the Bank Credit Facility or such other
credit facility, the lenders thereunder could elect to declare all amounts
outstanding under such credit facilities, including accrued interest or other
obligations to be immediately due and payable. If the Company were unable to
repay those amounts, such lenders could proceed against the collateral granted
to them to secure that indebtedness. If amounts outstanding under such credit
facilities were to be accelerated, there can be no assurance that the assets of
the Company would be sufficient to repay in full that indebtedness and other
indebtedness of the Company, including the Notes.
Ranking of the Notes; Effective Subordination
The Old Notes are, and the New Notes will be, senior unsecured obligations
of the Company ranking pari passu with all existing or future senior
indebtedness of the Company. Holders of secured indebtedness of the Company and
its subsidiaries, including the Bank Credit Facility, however, will have claims
with respect to the assets constituting collateral for such indebtedness that
are superior to the claims of the holders of the Notes. In the event of a
liquidation or insolvency of the Company or if any of its secured indebtedness
is accelerated, the secured assets of the Company will be available to pay
obligations on the Notes only after the Bank Credit Facility and any other
secured indebtedness has been paid in full. Accordingly, the Old Notes are, and
the New Notes will be, effectively subordinated to claims of secured creditors
of the Company and its Restricted Subsidiaries to the extent of such pledged
collateral. At March 31, 1997, after giving pro forma effect to the acquisition
of 12 supply boats, including the 225-foot supply boat, pursuant to the
definitive purchase agreement executed by the Company on June 18, 1997, the
Original Offering and the application of proceeds therefrom, the Company and its
Restricted Subsidiaries would have had $8.4 million of secured indebtedness that
effectively would rank senior to the Notes and the Subsidiary Guarantees (as
defined herein) in right of payment, and no other Indebtedness other than the
Notes. The Indenture limits the amount of liens securing the Bank Credit
Facility to $65 million plus 15% of Consolidated Net Tangible Assets. See
"Description of the Notes -- Certain Covenants -- Incurrence of Indebtedness."
Potential Inability to Fund a Change of Control Offer
Upon a Change of Control (as defined in the Indenture), the Company will
be required to offer to repurchase all outstanding Notes at 101% of the
principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, to the date of repurchase. Certain events involving a Change
of Control may result in an event of default under the Bank Credit Facility and
may result in an event of default under certain other indebtedness of the
Company that may be incurred in the future. An event of default under the Bank
Credit Facility or other indebtedness could result in acceleration of such
indebtedness, in which case the Notes would be effectively subordinated to the
borrowings under the Bank Credit Facility or other secured indebtedness to the
extent of any liens securing that debt. There can be no assurance that
sufficient funds will be available to the Company at the time of any Change of
Control to make any required repurchases of Notes tendered, pay its obligations
under the Bank Credit Facility or other indebtedness upon the occurrence of a
Change of Control. These provisions may be deemed to have anti-takeover effects
and may delay, defer or prevent a merger, tender offer or other takeover
attempt. Notwithstanding these provisions, the Company could enter into certain
transactions, including certain recapitalizations, that would not constitute a
Change of Control but would increase the amount of debt outstanding at such
time. See "Description of the Notes -- Repurchase at Options of Holders."
Industry Volatility; Geographic Concentration
The Company's operations depend on levels of activity in offshore oil and
gas exploration, development and production, particularly in the Gulf where the
majority of the Company's operations are conducted. The level of exploration
and development activity has traditionally been volatile as a result of
fluctuations in oil and gas prices and their uncertainty in the future. A
significant or prolonged reduction in oil or natural gas prices in the future
would likely depress offshore drilling and development activity and reduce the
demand for the Company's marine support services. A substantial reduction of
activity in the Gulf could have a material adverse effect on the Company's
financial condition and results of operations.
Competition
The Company's business is highly competitive. Competition in the marine
support services industry primarily involves factors such as (i) price, service
and reputation of vessel operators and crews, (ii) the availability of vessels
of the type and size needed by the customer and (iii) the quality of equipment.
In the Gulf, the Company competes with both large and small companies. Certain
of these competitors have significantly greater financial resources than the
Company. In addition, certain of the Company's competitors are building new
supply boats, many of which are specialized and greater than 220 feet in length,
crew boats greater than 120 feet in length and lift boats with leg lengths in
excess of 200 feet. Continued new construction of supply, crew and lift boats
by the Company's competitors and redeployment of existing vessels to the Gulf
could increase the levels of competition within these vessel classes.
Future Acquisitions
The Company's growth has been primarily the result of acquisitions. The
Company is continually reviewing possible acquisitions of single vessels, vessel
fleets and businesses that are complimentary to the Company's existing business.
There can be no assurance that suitable acquisition candidates will be found, or
that financing for any such future acquisitions will be obtainable on acceptable
terms. In addition, the terms of the Bank Credit Facility and the Indenture may
restrict the Company's ability to pursue and consummate additional acquisitions.
The inability of the Company to find or consummate suitable acquisitions in the
future could impede future growth. Furthermore, even if the Company is able to
complete such acquisitions, there can be no assurance that the acquired
companies or assets will be successfully integrated into the Company. Any
failure to integrate successfully future acquisitions may adversely impact
operations or profitability.
Operating Risks and Insurance
Marine support vessels are subject to operating risks such as catastrophic
marine disaster, adverse weather conditions, mechanical failure, collisions, oil
and hazardous substance spills and navigation errors. The occurrence of any of
these events may result in damage to or loss of Company vessels and such
vessels' tow or cargo or other property and injury to passengers and personnel.
Such occurrences may also result in a significant increase in operating costs or
liability to third parties. The Company maintains insurance coverage against
certain of these risks, which management considers to be customary in the
industry. There can be no assurance, however, that the Company's existing
insurance coverage can be renewed at commercially reasonable rates or that such
coverage will be adequate to cover future claims that may arise.
Government Regulation
The Company's operations are materially affected by federal, state and
local regulation, as well as certain international conventions and private
industry organizations. These regulations govern worker health and safety and
the manning, construction and operation of vessels. These organizations
establish safety criteria and are authorized to investigate vessel accidents and
recommend approved safety standards. The failure to comply with the
requirements of any of these laws or the rules or regulations of these agencies
and organizations could have a material adverse effect on the Company.
The Company's operations also are subject to federal, state and local laws
and regulations which control the discharge of pollutants into the environment
and which otherwise relate to environmental protection. Substantial costs may
be incurred in complying with such laws and regulations, and noncompliance can
subject the Company to substantial liabilities. There can be no assurance that
such costs and liabilities will not be incurred. The Company's operations are
subject to the Outer Continental Shelf Lands Act, and regulations promulgated
thereunder, which regulate the activities of offshore service vessels, require
vessel owners and operators to demonstrate financial and operational
responsibility and provide for certain limitations on the liability of vessel
owners and operators. The Company's operations are also subject to the Clean
Water Act, which imposes strict controls against the discharge of oil and other
pollutants into surface waters within its jurisdiction. Any hazardous
substances transported by the Company are subject to regulation under the
Resource Conservation and Recovery Act and the Hazardous Materials
Transportation Act. Numerous other environmental laws and regulations also
apply to the operations of the Company, and such laws and regulations are
subject to frequent change. While the Company's insurance policies provide
coverage for accidental occurrence of seepage and pollution or clean-up and
containment of the foregoing, pollution and similar environmental risks
generally are not fully insurable.
Any violation of such laws or regulations could result in significant
liability to the Company, and any amendment to such laws or regulations that
mandates more stringent compliance standards would likely cause an increase in
the Company's vessel maintenance expenses.
Seasonality
Marine operations conducted in the Gulf are seasonal and depend, in part,
on weather conditions. Historically, Trico has enjoyed its highest utilization
rates during the second and third quarters, as mild weather provides favorable
conditions for offshore exploration, development and construction. Utilization
rates typically have reached their lowest levels in the first quarter, when
offshore marine activity generally declines as oil and gas companies complete
internal annual exploration budget reviews. Adverse weather conditions during
the winter months generally curtail offshore development operations and can
particularly impact lift boat utilization rates. Accordingly, the results of
any one quarter are not necessarily indicative of annual results or continuing
trends.
Age of Fleet
As of June 1, 1997, the average age of the Company's vessels (based on the
date of construction) was approximately 16 years. Management believes that
after a vessel has been in service for approximately 30 years, repair, vessel
certification and maintenance costs may become no longer economically
justifiable. There can be no assurance that the Company will be able to
maintain its fleet by extending the economic life of existing vessels through
major refurbishment or by acquiring new or used vessels.
International Operations
The Company's international operations are subject to a number of risks
inherent with any business operating in foreign countries. These risks include,
among others, political instability, potential vessel seizure, nationalization
of assets, currency restrictions and exchange rate fluctuations, import-export
quotas and other forms of public and governmental regulation, all of which are
beyond the control of the Company. Historically, the Company's operations have
not been affected materially by such conditions or events, but if the Company's
international operations expand, the exposure to these risks will also increase.
Although it is impossible to predict the nature and the likelihood of any events
of these types, if such an event should occur, it could have a material adverse
effect on the Company's financial condition and results of operations.
Fraudulent Transfer Considerations
Under applicable provisions of the United States Bankruptcy Code or
comparable provisions of state fraudulent transfer or conveyance law, if the
Guarantors, at the time they incurred the Subsidiary Guarantees, (a) incurred
such indebtedness with the intent to hinder, delay or defraud creditors, or
(b)(i) received less than reasonably equivalent value or fair consideration and
(ii)(A) was insolvent at the time of such incurrence, (B) was rendered insolvent
by reason of such incurrence (and the application of the proceeds thereof), (C)
was engaged or was about to engage in a business or transaction for which the
assets remaining with the Company constituted unreasonably small capital to
carry on its business, or (D) intended to incur, or believed that it would
incur, debts beyond its ability to pay such debts as they mature, then, in each
such case, a court of competent jurisdiction could void, in whole or in part,
the Subsidiary Guarantees or, in the alternative, subordinate the Subsidiary
Guarantees to existing and future indebtedness of the Guarantors. Among other
things, a legal challenge of the Subsidiary Guarantees issued by any Guarantor
on fraudulent conveyance grounds may focus on the benefits, if any, realized by
such Guarantor as a result of the issuance by the Company of the Notes. To the
extent the Subsidiary Guarantee was voided as a fraudulent conveyance or held
unenforceable for any other reason, the holders of the Notes would cease to have
any claim against such Guarantor and would be creditors solely of the Company
and any Guarantor whose Subsidiary Guarantees were not voided or held
unenforceable. In such event, the claims of the holders of the Notes against
the issuer of an invalid Subsidiary Guarantee would be subject to the prior
payment of all liabilities of such Guarantor. There can be no assurance that,
after providing for all prior claims, there would be sufficient assets to
satisfy the claims of the holders of the Notes relating to any avoided portions
of any of the Subsidiary Guarantees.
The measure of insolvency for purposes of the foregoing would likely vary
depending upon the law applied in such case. Generally, however, a Guarantor
would be considered insolvent if the sum of its debts, including contingent
liabilities, was greater than all of its assets at a fair valuation, or if the
present fair saleable value of its assets was less than the amount that would be
required to pay the probable liabilities on its existing debts, including
contingent liabilities, as such debts become absolute and matured. The Company
believes that, for purposes of the United States Bankruptcy Code and state
fraudulent transfer or conveyance laws, the Subsidiary Guarantees were issued,
with respect to the Old Notes, and will be issued, with respect to the New
Notes, without the intent to hinder, delay or defraud creditors and for proper
purposes and in good faith, and that the Guarantors will receive reasonably
equivalent value or fair consideration therefor, and that after the issuance of
the Subsidiary Guarantees and the application of the net proceeds therefrom, the
Guarantors will be solvent, have sufficient capital for carrying on their
businesses and will be able to pay their debts as they mature. However, there
can be no assurance that a court passing on such issues would agree with the
determination of the Company.
Absence of a Public Market for the Notes
The New Notes are a new issue of securities for which there currently is
no public market. The Company does not intend to list the New Notes on any
securities exchange. Although the Initial Purchasers have informed the Company
that they intend to make a market in the New Notes, the Initial Purchasers are
not obligated to do so and any market making may be discontinued at any time at
the sole discretion of the Initial Purchasers. If a market develops for the New
Notes, there can be no assurance as to the liquidity of such market, the ability
of holders to sell their New Notes or the prices at which holders would be able
to sell the New Notes. If a market for the New Notes does develop, the New
Notes may trade at a discount to their principal amount, depending on prevailing
interest rates, the market for similar securities, the performance of the
Company, the performance of the oil and gas services industry and other factors.
Pursuant to the Registration Rights Agreement, the Company is required to
commence the Exchange Offer for the New Notes or file the Shelf Registration
Statement covering resales of the New Notes within specified time periods.
Consequences of Failure to Exchange
Holders of Old Notes who do not exchange their Old Notes for New Notes
pursuant to the Exchange Offer will continue to be subject to the restrictions
on transfer of Old Notes set forth in the legend thereon as a consequence of the
issuance of the Old Notes pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. In general,
the Old Notes may not be offered or sold, unless registered under the Securities
Act, except pursuant to an exemption from, or in a transaction not subject to,
the Securities Act and applicable state securities laws. Except as described
below in the second paragraph under "The Exchange Offer -- Purpose and Effect,"
the Company does not anticipate registering the Old Notes under the Securities
Act.
Forward-Looking Statements
This Prospectus includes and incorporates by reference "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. All statements other than statements of historical
fact included in this Prospectus or incorporated by reference herein, including
without limitation the statements under the captions "Summary," "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business" and elsewhere herein or incorporated by reference
regarding Trico's financial position and liquidity, its strategic alternatives,
future capital needs, exploration, development and capital expenditures of the
oil and gas industry, business strategies, and other plans and objectives of
management of the Company for future operations and activities, are forward-
looking statements. These statements are based on certain assumptions and
analyses made by the Company in light of its experience and its perception of
historical trends, current conditions, expected future developments and other
factors it believes are appropriate under the circumstances. Such statements
are subject to risks and uncertainties, including the risk factors discussed
above, general economic and business conditions, the business opportunities that
may be presented to and pursued by the Company, changes in law or regulations
and other factors, many of which are beyond the control of the Company.
Although Trico believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. Prospective investors are therefore cautioned that
any such statements are not guarantees of future performance and the actual
results or developments may differ materially from those projected in the
forward-looking statements. Important factors that could cause actual results
to differ materially from Trico's expectations are disclosed in this Prospectus.
USE OF PROCEEDS
The Company will not receive any cash proceeds from the issuance of the
New Notes offered hereby. In consideration for issuing the New Notes as
contemplated in this Prospectus, the Company will receive in exchange a like
principal amount of Old Notes, the terms of which are identical in all material
respects to the New Notes. The Old Notes surrendered in exchange for the New
Notes will be retired and canceled and cannot be reissued. Accordingly,
issuance of the New Notes will not result in any change in capitalization of the
Company. The Company used all the net proceeds of the Original Offering
(approximately $106.1 million) to finance the acquisition of eleven supply boats
($62.0 million), to repay outstanding indebtedness under the Bank Credit
Facility ($37.1 million) and intends to use the remaining $7.0 million to fund
the pending acquisition of another supply boat.
CAPITALIZATION
The following table sets forth the consolidated unaudited capitalization
of the Company as of March 31, 1997 and as adjusted to reflect the sale of the
Old Notes and the application of the net proceeds therefrom. This table should
be read in conjunction with the Company's consolidated financial statements and
notes incorporated by reference herein.
March 31, 1997
--------------------------
Actual As Adjusted
------------ -----------
(Dollars in thousands)
Long-term debt, including current maturities:
8 1/2% Senior Notes due 2005 $ --- $ 110,000
Bank Credit Facility(1) 45,500 8,356
------------ ------------
Total long-term debt 45,500 118,356
------------ ------------
Stockholders' equity:
Preferred stock, $.01 par value per share;
5,000,000 shares authorized; no shares
outstanding --- ---
Common Stock, $.01 par value per share; 7
40,000,000 shares authorized; 15,609,760
issued and 15,537,728 outstanding (2) 157 157
Additional paid-in capital 93,836 93,836
Retained earnings 16,678 16,678
Treasury stock (72,032 shares) (1) (1)
------------ ------------
Total stockholders' equity 110,670 110,670
------------ ------------
Total capitalization $ 156,170 $ 229,026
============ ============
(1) Does not give effect to $4.0 million of net borrowings under the Bank
Credit Facility subsequent to March 31, 1997.
(2) Gives effect to the 100% stock dividend effective June 9, 1997, but does
not include an aggregate of 1,588,300 shares of Common Stock issuable upon
exercise of outstanding options held by officers, directors and employees
as of June 15, 1997.
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
The following table sets forth selected consolidated financial and
operating data for the dates and periods indicated. The financial information
for the two month period ended December 31, 1993 and for each of the years ended
December 31, 1994, 1995 and 1996 and as of December 31, 1993, 1994, 1995 and
1996 is derived from the Company's audited consolidated financial statements and
notes thereto. The selected consolidated financial data as of March 31, 1996
and 1997 and for the three month periods then ended are derived from the
unaudited consolidated statements of the Company for such periods. In the
opinion of management, the unaudited financial statements of the Company reflect
all adjustments (consisting of only normal recurring adjustments) necessary for
fair presentation of the financial condition and results of operations for these
periods. The financial information for the year ended December 31, 1992 and the
ten month period ending October 28, 1993 reflects operating results for the
vessels acquired by the Company from Chrysler in October 1993. During 1996, the
Company acquired 18 supply boats and 8 line handling vessels, and since the
beginning of 1997 the Company has acquired 18 supply boats and has a pending
acquisition of one supply boat. None of these acquisitions has been included on
a pro forma basis as of the beginning of the period in which the acquisitions
occurred. This information should be read in conjunction with the consolidated
financial statements and notes thereto and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" set forth in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996 and Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997 incorporated by
reference into this Prospectus.
<TABLE>
<CAPTION>
Year ended December 31,
----------------------- Three months
Ten months Two months ended
ended ended March 31,
October 28, December 31 ------------
1992(1) 1993(1) 1993(1) 1994 1995 1996 1996 1997
--------- --------- ------------ ----------- ---------- ---------- ---------- ---------
(Financial data in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Income Statement
Data:
Total revenues $ 17,988 $ 26,871 $ 6,145 $ 29,034 $ 26,698 $ 53,484 $ 8,384 $ 23,492
Direct operating
expenses:
Direct vessel 13,360 16,511 3,042 17,165 16,988 24,150 4,687 8,147
operating
expenses
General and 1,338 1,412 256 2,057 2,509 3,277 661 1,418
administrative
Amortization of 1,099 1,176 222 1,490 1,930 2,158 430 582
marine
inspection
costs
Other 367 875 33 764 545 309 104 71
---------- ----------
Revenues less
direct
operating
expenses $ 1,824 $ 6,897 --- --- --- --- --- ---
========== ==========
Depreciation and
amortization 502 2,786 2,740 4,478 824 2,282
-------- --------- -------- ---------- -------- --------
Operating income 2,090 4,772 1,986 19,112 1,678 10,992
Interest expense 620 3,767 3,850 2,282 1,036 726
Amortization of 60 344 381 263 102 17
deferred
financing costs
Gain on sale of --- --- (244) (59) --- ---
assets
Other income, net --- (51) (32) (79) (12) (14)
Income tax expense 564 226 (670) 5,814 188 3,592
(benefit)
Extraordinary item, --- --- --- (917) --- ---
net of taxes ----------- ---------- ---------- ----------- --------- ---------
Net income (loss) $ 846 $ 486 $(1,299) $ 9,974 $ 364 $ 6,671
=========== ========== ========== =========== ========= =========
Income (loss) per
share before 0.14 0.08 (0.22) 0.88 0.06 0.40
extraordinary
item(2)
Extraordinary item
per share(2) --- --- --- (0.08) --- ---
----------- ---------- ---------- ----------- --------- ---------
Net income (loss)
per share(2) $ 0.14 $ 0.08 $ (0.22) $ 0.80 $ 0.06 $ 0.40
=========== ========== ========== =========== ========= =========
Weighted average
common shares(2) 6,040 6,020 6,101 12,380 6,102 16,864
=========== ========== ========== =========== ========= =========
Other Financial
Data:
Capital
expenditures:
Acquisitions --- --- 1,475 71,030 3,625 26,473
Vessel --- 30 3,474 7,232 452 5,264
construction/
major upgrades
Maintenance and 17 2,141 2,509 3,165 342 1,955
other
Ratios:
Earnings to fixed 3.1x 1.2x ---(3) 7.4x 1.5x 14.8x
charges
</TABLE>
<TABLE>
<CAPTION>
1993(1)
---------------------
Ten Two Year ended December 31, Three months
months months ----------------------- ended
ended ended March 31,
October December ------------------
28, 31,
1993 1993 1994 1995 1996 1996 1997
------- --------- ------ ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Data:
Supply boats:
Average number of 16.0 16.0 16.0 16.0 21.2 16.0 35.8
vessels
Average vessel 85% 90% 77% 78% 94% 88% 88%
utilization
rate(4)
Average vessel day
rate(5) $2,833 $3,253 $3,057 $3,060 $4,917 $3415 $6,582
Lift boats:
Average number of 5.0 5.0 5.0 5.9 6.0 6.0 6.0
vessels
Average vessel 70% 57% 57% 45% 67% 58% 66%
utilization
rate(4)
Average vessel day
rate(5) $4,735 $4,970 $5,017 $4,656 $4,995 $4,840 $5,536
Crew/line handling boats:(6)
Average number of 24.0 23.0 22.3 16.8 23.3 18.3 24.7
vessels
Average vessel 93% 91% 82% 85% 95% 96% 94%
utilization
rate(4)
Average vessel day
rate(5) $1,401 $1,500 $1,465 $1,480 $1,579 $1,530 $1,771
</TABLE>
<TABLE>
<CAPTION>
December 31,
------------------------------------------- March 31
1993 1994 1995 1996 1997
--------- --------- -------- ----------- ------------
(In thousands)
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Working capital (deficit), $(2,704) $ 1,550 $ (844) $ 10,073 $ 13,736
including current
maturities of long-term
debt
Property and equipment, net 45,191 38,508 39,264 119,142 148,777
Total assets 55,207 51,419 52,113 143,355 179,039
Long-term debt 37,560 35,452 36,780 21,000 45,500
Stockholders' equity 6,450 7,002 5,712 103,980 110,670
</TABLE>
(1) Reflects the historical results of operations of the Company for the two
months ended December 31, 1993 and the historical results of operations
for the vessels acquired from Chrysler on October 29, 1993, for the ten
months ended October 28, 1993 and the year ended December 31, 1992.
Accordingly, interest expense, other income, net, income tax expense,
depreciation and amortization and net income are not presented for such
vessels because such items would be based on Chrysler's historical cost
and borrowings and are not relevant to the ongoing results of the Company.
(2) Share and per share amounts for the two months ended December 31, 1993 and
for the years ended December 31, 1994 and 1995 have been adjusted to
reflect a stock dividend of 3.0253 shares per share of Common Stock
effective April 26, 1996. Additionally, share and per share amounts for
the two months ended December 31, 1993, for the years ended December 31,
1994, 1995 and 1996, and for the three months ended March 31, 1996 and
1997 have been adjusted to reflect a 100% stock dividend effective June 9,
1997.
(3) Earnings were insufficient to cover fixed charges, and fixed charges
exceeded earnings by approximately $2.0 million.
(4) Average utilization rates are average rates for all vessels based on a
365-day year. Vessels are considered utilized when they are being
operated or being mobilized/demobilized under contracts with customers.
(5) Average day rates are the average of revenue per day per vessel under
contract.
(6) Average utilization and day rates for all line handling vessels reflect
the contract rates for the Company's unconsolidated Brazilian operating
company.
THE EXCHANGE OFFER
Purpose and Effect
The Old Notes were sold by the Company on July 21, 1997 to the Initial
Purchasers in a private transaction not subject to the registration requirements
of the Securities Act. The Initial Purchasers offered and sold the Old Notes
only (i) to "qualified institutional buyers" (as defined in Rule 144A) in
compliance with Rule 144A and (ii) to a limited number of other institutional
"accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act) that, prior to their purchase of Old Notes, delivered to the
Initial Purchasers a letter containing certain representations and agreements.
In connection with the sale of the Old Notes, the Company entered into the
Registration Rights Agreement, which requires that the Company and the
Guarantors conduct the Exchange Offer. The Registration Rights Agreement
further provides that the Company and the Guarantors must use their reasonable
best efforts to (i) cause the Exchange Offer Registration Statement to be
declared effective on or before the 120th day after the date on which the Old
Notes were originally issued under the Indenture (the "Closing Date") and
(ii) consummate the Exchange Offer on or before the 180th day after the Closing
Date. Except as provided below, upon the completion of the Exchange Offer, the
Company's obligation with respect to the registration of the Old Notes and the
New Notes will terminate. The summary herein of certain provisions of the
Registration Rights Agreement does not purport to be complete and is subject to,
and is qualified in its entirety by reference thereto. Copies of the
Registration Rights Agreement are available as set forth under "Description of
the Notes -- Additional Information." As a result of the filing and the
effectiveness of the Exchange Offer Registration Statement, certain Liquidated
Damages provided for in the Registration Rights Agreement will not become
payable by the Company. Following the completion of the Exchange Offer (except
as set forth in the paragraph immediately below), certain holders of Old Notes
not tendered will not have any further registration rights and those Old Notes
will continue to be subject to certain restrictions on transfer. Accordingly,
the liquidity of the market for the Old Notes could be adversely affected upon
completion of the Exchange Offer.
In order to participate in the Exchange Offer, a holder must represent to
the Company, among other things, that (i) the New Notes acquired pursuant to the
Exchange Offer are being obtained in the ordinary course of such holder's
business, (ii) such holder is not engaging in and does not intend to engage in a
distribution of the New Notes, (iii) such holder does not have an arrangement or
understanding with any person to participate in the distribution of the New
Notes and (iv) such holder is not an "affiliate," as defined under Rule 405
promulgated under the Securities Act, of the Company. Pursuant to the
Registration Rights Agreement, the Company is required to file a Shelf
Registration Statement for a continuous offering pursuant to Rule 415 under the
Securities Act in respect of the Old Notes (and cause such shelf registration
statement to be declared effective by the Commission and keep it continuously
effective, supplemented and amended for prescribed periods) if (i) the Company
is not permitted to consummate the Exchange Offer because the Exchange Offer is
not permitted by applicable law or Commission policy, or (ii) any holder of
Transfer Restricted Securities notifies the Company prior to the 20th day
following consummation of the Exchange Offer (A) that such holder is prohibited
by law or Commission policy from participating in the Exchange Offer or (B) that
such holder may not resell the New Notes acquired by it in the Exchange Offer to
the public without delivering a prospectus and the prospectus contained in the
Exchange Offer Registration Statement would not be available for such resale by
such holder. Other than as set forth in this paragraph, no holder will have the
right to participate in the Shelf Registration Statement nor otherwise to
require that the Company register such holder's shares of Old Notes under the
Securities Act. See "Description of the Notes -- Registration Rights;
Liquidated Damages."
The Company has not requested, and does not intend to request, an
interpretation by the staff of the Commission with respect to whether the New
Notes issued pursuant to the Exchange Offer in exchange for the Old Notes may be
offered for sale, resold or otherwise transferred by any holder without
compliance with the registration and prospectus delivery provisions of the
Securities Act. Based on interpretations by the staff of the Commission set
forth in no-action letters issued to third parties unrelated to the Company and
the Guarantors, the Company and the Guarantors believe that New Notes issued
pursuant to the Exchange Offer in exchange for Old Notes may be offered for
resale, resold and otherwise transferred by holders thereof (other than any such
holder or such other person that is an "affiliate" of the Company within the
meaning of Rule 405 under the Securities Act), without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that (i) the New Notes are acquired in the ordinary course of such holder's
business, (ii) such holder is not engaging in and does not intend to engage in a
distribution of the New Notes, and (iii) such holder does not have an
arrangement or understanding with any person to participate in the distribution
of the New Notes. Any holder who tenders in the Exchange Offer with the
intention to participate, or for the purpose of participating, in a distribution
of the New Notes or who is an affiliate of the Company may not rely upon such
interpretation by the staff of the Commission and, in the absence of an
exemption therefrom, must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any secondary resale
transaction. Failure to comply with such requirements in such instance may
result in such holder incurring liabilities under the Securities Act for which
the holder is not indemnified by the Company. Each broker-dealer that receives
New Notes for its own account in exchange for Old Notes, where those Old Notes
were acquired by the broker-dealer as a result of its market-making activities
or other trading activities, must acknowledge that it will deliver a prospectus
in connection with any resale of these New Notes. The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act. The Company has agreed that, for a period of one year after
the effective date of the Exchange Offer Registration Statement, it will make
the Prospectus available to any broker-dealer for use in connection with any
such resale.
The Exchange Offer is not being made to, nor will the Company accept
surrenders for exchange from, holders of Old Notes in any jurisdiction in which
this Exchange Offer or the acceptance thereof would not be in compliance with
the securities or blue sky laws of such jurisdiction.
Participation in the Exchange Offer is voluntary and holders should
carefully consider whether to accept. Holders of the Old Notes are urged to
consult their financial and tax advisors in making their own decisions on
whether to participate in the Exchange Offer.
Consequences of Failure to Exchange
Old Notes which are not tendered for exchange in the Exchange Offer will
remain outstanding and interest thereon will continue to accrue. Following the
completion of the Exchange Offer (except as set forth above in the second
paragraph under "-- Purpose and Effect"), holders of Old Notes not tendered will
not have any further registration rights and those Old Notes will remain
restricted securities within the meaning of Rule 144 of the Securities Act.
Accordingly, the liquidity of the market for a holder's Old Notes could be
adversely affected upon completion of the Exchange Offer if the holder does not
participate in the Exchange Offer.
Terms of the Exchange Offer
General
Upon the terms and subject to the conditions set forth in this Prospectus
and in the Letter of Transmittal, the Company will accept any and all Old Notes
validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on
the Expiration Date. The Company will issue $1,000 principal amount of New
Notes in exchange for each $1,000 principal amount of outstanding Old Notes
accepted in the Exchange Offer. Holders may tender some or all of their Old
Notes pursuant to the Exchange Offer. However, Old Notes may be tendered only
in integral multiples of $1,000 in principal amount.
The form and terms of the New Notes are identical in all material respects
to the form and terms of the Old Notes except that (i) the New Notes are being
registered under the Securities Act and, therefore, will not bear legends
restricting their transfer and (ii) holders of the New Notes, other than certain
broker-dealers, will not be entitled to the rights of holders of the Transfer
Restricted Securities under the Registration Rights Agreement. The New Notes
will evidence the same debt as the Old Notes, will be issued pursuant to, and
entitled to the benefits of, the Indenture pursuant to which the Old Notes were
issued and will be treated as a single class thereunder with any Old Notes that
remain outstanding. The Exchange Offer is not conditioned upon any minimum
aggregate principle amount of Old Notes being tendered for exchange.
As of June 21, 1997, the Old Notes representing $110,000,000 aggregate
principal amount were outstanding and there were four registered holders. This
Prospectus, together with the Letter of Transmittal, is being sent to such
registered holders and to others believed to have beneficial interests in the
Old Notes. Holders of Old Notes do not have any appraisal or dissenters' rights
under the General Corporation Law of the State of Delaware or the Indenture in
connection with the Exchange Offer. The Company intends to conduct the Exchange
Offer in accordance with the applicable requirements of the Exchange Act and the
rules and regulations of the Commission promulgated thereunder.
As of the date of this Prospectus, $110,000,000 aggregate principal amount
of Old Notes are issued and outstanding. In connection with the issuance of the
Old Notes, the Company arranged for the Old Notes to be eligible for trading in
the Private Offering, Resale and Trading through Automated Linkages Market
(PORTAL), the National Association of Securities Dealers' screen based,
automated market trading of securities eligible for resale under Rule 144A.
The Company will be deemed to have accepted validly tendered Old Notes
when, as and if the Company has given oral or written notice thereof to the
Exchange Agent. The Exchange Agent will act as agent for the tendering holders
for the purpose of receiving the New Notes from the Company and delivering the
New Notes to such holders. If any tendered Old Notes are not accepted for
exchange because of an invalid tender, the occurrence of certain other events
set forth herein or otherwise, certificates for any such unaccepted Old Notes
will be returned, without expense, to the tendering holder thereof as promptly
as practicable after the Expiration Date.
Holders who tender Old Notes in the Exchange Offer will not be required to
pay brokerage commissions or fees or, subject to the instructions in the Letter
of Transmittal, transfer taxes with respect to the exchange of Old Notes
pursuant to the Exchange Offer. The Company will pay all charges and expenses,
other than certain applicable taxes, in connection with the Exchange Offer. See
"--Fees and Expenses."
Expiration Date; Extensions; Amendments
The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
, 1997, unless the Company, in its sole discretion, extends the Exchange Offer,
in which case the term "Expiration Date" shall mean the latest date and time to
which the Exchange Offer is extended. In order to extend the Exchange Offer,
the Company will notify the Exchange Agent and each registered holder of any
extension by oral or written notice prior to 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date. During
any extension of the Exchange Offer, all Old Notes previously tendered pursuant
to the Exchange Offer and not withdrawn will remain subject to the Exchange
Offer. The date of the exchange of the New Notes for Old Notes will be the
first Nasdaq National Market ("NNM") trading day following the Expiration Date.
The Company reserves the right, in its sole discretion, (i) to delay
accepting any Old Notes, to extend the Exchange Offer or, if any of the
conditions set forth under "The Exchange Offer -- Conditions to Exchange Offer"
have not been satisfied and have not been waived by the Company, to terminate
the Exchange Offer, by giving oral or written notice of such delay, extension or
termination to the Exchange Agent, or (ii) to amend the terms of the Exchange
Offer in any manner deemed by it to be advantageous to the holders of the Old
Notes. Any such delay in acceptance, extension, termination or amendment will
be followed as promptly as practicable by oral or written notice thereof to the
registered holders. If the Exchange Offer is amended in any manner determined
by the Company to constitute a material change, the Company will promptly
disclose such amendment by means of a prospectus supplement that will be
distributed to the registered holders, and the Company will extend the Exchange
Offer for a period of time, depending upon the significance of the amendment and
the manner of disclosure to the registered holders, if the Exchange Offer would
otherwise expire during such period.
Interest on the New Notes
The New Notes will bear interest payable semi-annually on February 1 and
August 1 of each year, commencing February 1, 1998. Holders of New Notes of
record on January 15, 1998 will receive interest on February 1, 1998 from the
date of issuance of the New Notes, plus an amount equal to the accrued interest
on the Old Notes from the date of issuance of the Old Notes, July 21, 1997, to
the date of exchange thereof. Consequently, assuming the Exchange Offer is
consummated prior to the record date in respect of the February 1, 1998 interest
payment for the Old Notes, holders who exchange their Old Notes for New Notes
will receive the same interest payment on February 1, 1998 that they would have
received had they not accepted the Exchange Offer. Interest on the Old Notes
accepted for exchange will cease to accrue upon issuance of the New Notes.
Procedures for Tendering Old Notes
The tender to the Company of Old Notes by a holder thereof pursuant to one
of the procedures set forth below will constitute an agreement between such
holder and the Company in accordance with the terms and subject to the
conditions set forth herein and in the Letter of Transmittal. A holder of the
Old Notes may tender such Old Notes by (i) properly completing, signing and
dating a Letter of Transmittal or a facsimile thereof (all references in this
Prospectus to a Letter of Transmittal shall be deemed to include a facsimile
thereof) and delivering the same, together with any corresponding certificate or
certificates representing the Old Notes being tendered (if in certificated form)
and any required signature guarantees, to the Exchange Agent at its address set
forth in the Letter of Transmittal on or prior to the Expiration Date (or
complying with the procedure for book-entry transfer described below), or
(ii) complying with the guaranteed delivery procedures described below.
If tendered Old Notes are registered in the name of the signer of the
Letter of Transmittal and the New Notes to be issued in exchange therefor are to
be issued (and any untendered Old Notes are to be reissued) in the name of the
registered holder (which term, for the purposes described herein, shall include
any participant in DTC (also referred to as a book-entry facility) whose name
appears on a security listing as the owner of Old Notes), the signature of such
signer need not be guaranteed. In any other case, the tendered Old Notes must
be endorsed or accompanied by written instruments of transfer in form
satisfactory to the Company and duly executed by the registered holder and the
signature on the endorsement or instrument of transfer must be guaranteed by an
eligible guarantor institution that is a member of or a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program, the Stock Exchange Medallion Program or an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Exchange Act (an "Eligible Institution"). If the New Notes or Old Notes not
exchanged are to be delivered to an address other than that of the registered
holder appearing on the note register for the Old Notes, the signature in the
Letter of Transmittal must be guaranteed by an Eligible Institution.
THE METHOD OF DELIVERY OF OLD NOTES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF
THE HOLDER. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED
MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, BE USED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT
BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR OLD NOTES SHOULD BE
SENT TO THE COMPANY. ONLY HOLDERS OF OLD NOTES MAY TENDER SUCH OLD NOTES IN THE
EXCHANGE OFFER. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS,
COMMERCIAL BANKS, TRUST COMPANIES, OR NOMINEES TO EFFECT THESE TRANSACTIONS FOR
SUCH HOLDERS.
Any beneficial owner whose Old Notes are registered in the name of a
broker, dealer, commercial bank, trust company, or other nominee and who wishes
to tender should contact the registered holder promptly and instruct the
registered holder to tender on the beneficial owner's behalf. If the beneficial
owner wishes to tender on the owner's own behalf, the owner must, prior to
completing and executing the Letter of Transmittal and delivering the owner's
Old Notes, either make appropriate arrangements to register ownership of the Old
Notes in the beneficial owner's name or obtain a properly completed bond power
from the registered holder. The transfer of registered ownership may take
considerable time.
The Company understands that the Exchange Agent has confirmed with DTC
that any financial institution that is a participant in DTC's system may utilize
DTC's Automated Tender Offer Program ("ATOP") to tender Old Notes. The Company
further understands that the Exchange Agent will request, within two business
days after the date the Exchange Offer commences, that DTC establish an account
with respect to the Old Notes for the purpose of facilitating the Exchange
Offer, and any participant may make book-entry delivery of Old Notes by causing
DTC to transfer such Old Notes into the Exchange Agent's account in accordance
with DTC's ATOP procedures for transfer. However, the exchange of the Old Notes
so tendered will only be made after timely confirmation (a "Book-Entry
Confirmation") of such book-entry transfer and timely receipt by the Exchange
Agent of an Agent's Message (as defined in the next sentence), and any other
documents required by the Letter of Transmittal. The term "Agent's Message"
means a message, transmitted by DTC and received by the Exchange Agent and
forming a part of Book-Entry Confirmation, which states that DTC has received an
express acknowledgment from a participant tendering Old Notes which are the
subject of such Book-Entry Confirmation and that such participant has received
and agrees to be bound by the terms of the Letter of Transmittal and that the
Company may enforce such agreement against such participant.
A tender will be deemed to have been received as of the date when (i) the
tendering holder's properly completed and duly signed Letter of Transmittal
accompanied by the Old Notes (or a confirmation of book-entry transfer of such
Old Notes into the Exchange Agent's account at DTC), is received by the Exchange
Agent, or (ii) a Notice of Guaranteed Delivery or letter, telegram or facsimile
transmission to similar effect from an Eligible Institution is received by the
Exchange Agent. Issuances of New Notes in exchange for Old Notes tendered
pursuant to a Notice of Guaranteed Delivery or letter, telegram or facsimile
transmission to similar effect by an Eligible Institution will be made only
against submission of a duly signed Letter of Transmittal (and any other
required documents) and deposit of the tendered Old Notes.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance, and withdrawal of tendered Old Notes will be determined by
the Company, in its sole discretion, which determination will be final and
binding. The Company reserves the absolute right to reject any or all tenders
not in proper form or the acceptance for exchange of which may, in the opinion
of counsel for the Company, be unlawful. The Company also reserves the absolute
right to waive any of the conditions of the Exchange Offer or any defect or
irregularity in the tender of any Old Notes. The Company's interpretation of
the terms and conditions of the Exchange Offer (including the instructions in
the Letter of Transmittal) will be final and binding on all parties. Unless
waived, any defects or irregularities in connection with tenders of Old Notes
must be cured within such time as the Company shall determine. Although the
Company intends to notify holders of defects or irregularities with respect to
tenders of Old Notes, neither the Company, the Exchange Agent, nor any other
person shall be under any duty to give notification of any defects or
irregularities in tenders or incur any liability for failure to give such
notification. Tenders of Old Notes will not be deemed to have been made until
such defects or irregularities have been cured or waived. Any Old Notes
received by the Exchange Agent that are not properly tendered and as to which
the defects or irregularities have not been cured or waived will be returned by
the Exchange Agent to the tendering holders, unless otherwise provided in the
Letter of Transmittal, as soon as practicable following the Expiration Date.
In addition, the Company reserves the right in its sole discretion to
purchase or make offers for any Old Notes that remain outstanding after the
Expiration Date or, as set forth under "Conditions to the Exchange Offer," to
terminate the Exchange Offer and, to the extent permitted by applicable law,
purchase Old Notes in the open market, in privately negotiated transactions, or
otherwise. The terms of any such purchases or offers could differ from the
terms of the Exchange Offer.
In all cases, issuance of New Notes for Old Notes that are accepted for
exchange pursuant to the Exchange Offer will be made only after timely receipt
by the Exchange Agent of certificates for such Old Notes or a timely Book-Entry
Confirmation of such Old Notes into the Exchange Agent's account at DTC, a
properly completed and duly executed Letter of Transmittal (or, with respect to
DTC and its participants, electronic instructions in which the tendering holder
acknowledges its receipt of and agreement to be bound by the Letter of
Transmittal), and all other required documents. If any tendered Old Notes are
not accepted for any reason set forth in the terms and conditions of the
Exchange Offer or if Old Notes are submitted for a greater principal amount than
the holder desires to exchange, such unaccepted or non-exchanged Old Notes will
be returned without expense to the tendering Holder thereof (or, in the case of
Old Notes tendered by book-entry transfer into the Exchange Agent's account at
DTC pursuant to the book-entry transfer procedures described below, such
nonexchanged Old Notes will be credited to an account maintained with such book-
entry transfer facility) as promptly as practicable after the expiration or
termination of the Exchange Offer.
Each broker-dealer that receives New Notes for its own account in exchange
for Old Notes, where the Old Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such New
Notes.
Guaranteed Delivery Procedures
If the holder desires to accept the Exchange Offer and time will not
permit a Letter of Transmittal or Old Notes to reach the Exchange Agent before
the Expiration Date or the procedure for book-entry transfer cannot be completed
on a timely basis, a tender may be effected if the Exchange Agent has received
at its office, on or prior to the Expiration Date, a letter, telegram or
facsimile transmission from an Eligible Institution setting forth the name and
address of the tendering holder, the name(s) in which the Old Notes are
registered and the certificate number(s) of the Old Notes to be tendered, and
stating that the tender is being made thereby and guaranteeing that, within
three NNM trading days after the date of execution of such letter, telegram or
facsimile transmission by the Eligible Institution, such Old Notes, in proper
form for transfer (or a confirmation of book-entry transfer of such Old Notes
into the Exchange Agent's account at DTC), will be delivered by such Eligible
Institution together with a properly completed and duly executed Letter of
Transmittal (and any other required documents). Unless Old Notes being tendered
by the above-described method are deposited with the Exchange Agent within the
time period set forth above (accompanied or preceded by a properly completed
Letter of Transmittal and any other required documents), the Company may, at its
option, reject the tender. Copies of a Notice of Guaranteed Delivery which may
be used by Eligible Institutions for the purposes described in this paragraph
are available from the Exchange Agent.
Terms and Conditions of the Letter of Transmittal
The Letter of Transmittal contains, among other things, certain terms and
conditions which are summarized below and are part of the Exchange Offer.
Each holder who participates in the Exchange Offer will be required to
represent that any New Notes received by it will be acquired in the ordinary
course of its business, that such holder is not participating in, and has no
arrangement with any person to participate in, the distribution (within the
meaning of the Securities Act) of the New Notes, and that such holder is not an
affiliate of the Company.
Old Notes tendered in exchange for New Notes (or a timely confirmation of
a book-entry transfer of such Old Notes into the Exchange Agent's account at
DTC) must be received by the Exchange Agent, with the Letter of Transmittal and
any other required documents, by the Expiration Date or within the time periods
set forth above pursuant to a Notice of Guaranteed Delivery from an Eligible
Institution. Each holder tendering the Old Notes for exchange sells, assigns and
transfers the Old Notes to the Exchange Agent, as agent of the Company, and
irrevocably constitutes and appoints the Exchange Agent as the holder's agent
and attorney-in-fact to cause the Old Notes to be transferred and exchanged.
The holder warrants that it has full power and authority to tender, exchange,
sell, assign and transfer the Old Notes and to acquire the New Notes issuable
upon the exchange of such tendered Old Notes, that the Exchange Agent, as agent
of the Company, will acquire good and unencumbered title to the tendered Old
Notes, free and clear of all liens, restrictions, charges and encumbrances, and
that the Old Notes tendered for exchange are not subject to any adverse claims
when accepted by the Exchange Agent, as agent of the Company. The holder also
warrants and agrees that it will, upon request, execute and deliver any
additional documents deemed by the Company or the Exchange Agent to be necessary
or desirable to complete the exchange, sale, assignment and transfer of the Old
Notes. All authority conferred or agreed to be conferred in the Letter of
Transmittal by the holder will survive the death, incapacity or dissolution of
the holder and any obligation of the holder shall be binding upon the heirs,
personal representatives, successors and assigns of such holder.
Withdrawal Rights
Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the Expiration Date
unless previously accepted for exchange.
To withdraw a tender of Old Notes in the Exchange Offer, a written,
facsimile or (for DTC participation) electronic ATOP transmission notice of
withdrawal must be received by the Exchange Agent at its address set forth
herein prior to 5:00 p.m., New York City time, on the Expiration Date prior to
acceptance for exchange thereof by the Company. Any such notice of withdrawal
must (i) specify the name of the person having deposited the Old Notes to be
withdrawn (the "Depositor"), (ii) identify the Old Notes to be withdrawn
(including the certificate number or numbers and principal amount of such Old
Notes), (iii) contain a statement that such holder is withdrawing its election
to have such Old Notes exchanged, (iv) be signed by the holder in the same
manner as the original signature on the Letter of Transmittal by which such Old
Notes were tendered (including any required signature guarantees) or be
accompanied by documents of transfer sufficient to have the Trustee register
the transfer of such Old Notes in the name of the person withdrawing the tender,
and (v) specify the name in which any such Old Notes are to be registered, if
different from that of the Depositor. If Old Notes have been tendered pursuant
to the procedure for book-entry transfer, any notice of withdrawal must specify
the name and number of the account at the book-entry transfer facility. All
questions as to the validity, form, and eligibility (including time of receipt)
of such notices will be determined by the Company, whose determination shall be
final and binding on all parties. Any Old Notes so withdrawn will be deemed not
to have been validly tendered for purposes of the Exchange Offer and no
Exchange Notes will be issued with respect thereto unless the Old Notes so
withdrawn are validly returned. Any Old Notes which have been tendered but
which are not exchanged for any reason will be returned to the holder thereof
without cost to such holder as soon as practicable after withdrawal, rejection
of tender, or termination of the Exchange Offer. Properly withdrawn Old Notes
may be retendered by following one of the procedures (described above) under "--
Procedures for Tendering Old Notes" at any time on or prior to the Expiration
Date.
Conditions to the Exchange Offer
Notwithstanding any other provision of the Exchange Offer, the Company
will not be required to accept for exchange, or to issue New Notes in exchange
for, any Old Notes and may terminate or amend the Exchange Offer if at any time
before the acceptance of such Old Notes for exchange or the exchange of the New
Notes for such Old Notes, the Company determines that the Exchange Offer
violates applicable law or Commission policy.
If the Company determines that it may terminate the Exchange Offer, as set
forth above, the Company may (i) refuse to accept any Old Notes and return any
Old Notes that have been tendered to the holders thereof, (ii) extend the
Exchange Offer and retain all Old Notes tendered prior to the Expiration of the
Exchange Offer, subject to the rights of such holders of tendered Old Notes to
withdraw their tendered Old Notes or (iii) waive such termination event with
respect to the Exchange Offer and accept all properly tendered Old Notes that
have not been withdrawn. If such waiver constitutes a material change in the
Exchange Offer, the Company will disclose such change by means of a supplement
to this Prospectus that will be distributed to each registered holder of Old
Notes, and the Company will extend the Exchange Offer for a period of time,
depending upon the significance of the waiver and the manner of disclosure to
the registered holders of the Old Notes, if the Exchange Offer would otherwise
expire during such period. Holders of Old Notes will have certain rights
against the Company under the Registration Rights Agreement should the Company
fail to consummate the Exchange Offer. See "Description of the Notes --
Registration Rights; Liquidated Damages."
The foregoing conditions are for the sole benefit of the Company and may
be asserted by the Company regardless of the circumstances giving rise to any
such condition or may be waived by the Company in whole or in part at any time
and from time to time in its sole discretion. The failure by the Company at any
time to exercise any of the foregoing rights shall not be deemed a waiver of any
such right and each such right shall be deemed an ongoing right which may be
asserted at any time and from time to time.
In addition, the Company will not accept for exchange any Old Notes
tendered, and no New Notes will be issued in exchange for, any such Old Notes,
if at such time any stop order shall be threatened or in effect with respect to
the Registration Statement of which this Prospectus constitutes a part of the
qualification of the Indenture under the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"). In any such event the Company is required to use
every reasonable effort to obtain the withdrawal of any stop order at the
earliest possible time.
Exchange Agent
Texas Commerce Bank National Association has been appointed as Exchange
Agent for the Exchange Offer. Questions and requests for assistance and
requests for additional copies of this Prospectus or of the Letter of
Transmittal should be directed to the Exchange Agent addressed as follows:
For Information by Telephone:
(214) 672-5125
or
(800) 275-2048
By Registered or Certified Mail: By Hand or Overnight Delivery Service:
Texas Commerce Bank National AssociationTexas Commerce Bank National Association
Corporate Trust Services Corporate Trust Services
P. O. Box 2320 1201 Main Street, 18th Floor
Dallas, Texas 75221-2320 Dallas, Texas 75202
By Facsimile Transmission (for Eligible Institutions only):
(214) 672-5746
(Facsimile Confirmation)
(214) 672-5125
or
(800) 275-2048
Fees and Expenses
The expenses of soliciting tenders will be borne by the Company. The
principal solicitation is being made by mail; however, additional solicitations
may be made by telecopy, telephone or in person by officers and regular
employees of the Company. No additional compensation will be paid to any such
officers and employees who engage in soliciting tenders. The Company will not
make any payments to brokers, dealers or other persons soliciting acceptances of
the Exchange Offer. The Company, however, will pay the Exchange Agent
reasonable and customary fees for its services and will reimburse the Exchange
Agent for its reasonable out-of-pocket expenses in connection therewith. The
Company may also pay brokerage houses and other custodians, nominees and
fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding
copies of this Prospectus, Letters of Transmittal and related documents to the
beneficial owners of the Old Notes and in handling or forwarding tenders for
exchange.
The estimated cash expenses to be incurred in connection with the Exchange
Offer, including fees and expenses of the Exchange Agent, accounting, legal and
related fees and expenses, will be paid by the Company.
DESCRIPTION OF THE NOTES
General
The Old Notes were issued pursuant to an Indenture dated July 21, 1997
between the Company, the initial Guarantors (as defined below) and Texas
Commerce Bank National Association, as trustee (the "Trustee"). The New Notes
will be issued under the Indenture, which will be qualified under the Trust
Indenture Act, upon the effectiveness of the Registration Statement of which
this Prospectus forms a part. The terms of the Notes will include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act. The Notes will be subject to all such terms, and prospective
investors are referred to the Indenture and the Trust Indenture Act for a
statement thereof. The following summary of certain provisions of the Indenture
does not purport to be complete. Copies of the Indenture and the Registration
Rights Agreement are available as set forth under "--Additional Information."
The definitions of certain terms used in the following summary are set forth
below under "--Certain Definitions." As used in this "Description of the
Notes," the "Company" means Trico Marine Services, Inc., but not any of its
subsidiaries.
The Notes will be general unsecured obligations of the Company, ranking
pari passu in right of payment with all other future senior borrowings of the
Company and senior in right of payment to any subordinated indebtedness incurred
by the Company in the future. The Notes will be effectively subordinated,
however, to all future secured obligations of the Company to the extent of the
assets securing such obligations and to all current and future obligations of
the Subsidiaries of the Company that are not Guarantors. As of March 31, 1997,
after giving pro forma effect to the Original Offering and the use of proceeds
therefrom, the Notes would have been effectively subordinated to approximately
$8.4 million of secured borrowings. The Indenture permits the Company and its
Subsidiaries to incur additional indebtedness, including additional secured
indebtedness, under certain circumstances. See "Risk Factors--Substantial
Indebtedness," "Capitalization" and "--Certain Covenants--Incurrence of
Indebtedness and Issuance of Preferred Stock."
Any Old Notes that remain outstanding after the completion of the Exchange
Offer, together with the New Notes issued in connection with the Exchange Offer,
will be treated as a single class of securities under the Indenture.
As of the date of the Indenture, all of the Company's principal operating
Subsidiaries are Restricted Subsidiaries. Under certain circumstances, the
Company will be able to designate current or future Subsidiaries as Unrestricted
Subsidiaries. Unrestricted Subsidiaries will not be subject to many of the
restrictive covenants set forth in the Indenture.
Principal, Maturity and Interest
The Notes will be limited in aggregate principal amount to $110.0 million
and will mature on August 1, 2005. Interest on the Notes will accrue at the
rate of 8.50% per annum and will be payable semi-annually in arrears on
February 1 and August 1 of each year, commencing on February 1, 1998, to holders
of record on the immediately preceding January 15 and July 15. Interest on the
Notes will accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of original issuance of the Old
Notes. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months. Principal of and premium, interest and Liquidated
Damages, if any, on the Notes will be payable at the office or agency of the
Company maintained for such purpose or, at the option of the Company, payment of
interest and Liquidated Damages may be made by check mailed to holders of the
Notes at their respective addresses set forth in the register of holders;
provided, however, that all payments with respect to Notes the holders of which
have given wire transfer instructions to the Company will be required to be made
by wire transfer of immediately available funds to the accounts specified by the
holders thereof. Until otherwise designated by the Company, the Company's
office or agency will be the office of the Trustee maintained for such purpose.
The Notes will be issued in denominations of $1,000 and integral multiples
thereof.
Subsidiary Guarantees
The Company's payment obligations under the Notes will be jointly and
severally guaranteed (the "Subsidiary Guarantees") by all of the Company's
present and future Significant Subsidiaries ("Guarantors"). The obligations of
each Guarantor under its Subsidiary Guarantee will be a general unsecured
obligation of such Guarantor, ranking pari passu in right of payment with all
other current or future senior borrowings of such Guarantor, including
borrowings under the Credit Facility, and senior in right of payment to any
subordinated indebtedness, if any, incurred by such Guarantor in the future.
The Guarantors will be effectively subordinated, however, to all current and
future secured obligations of the Guarantors, including borrowings under the
Credit Facility.
The Indenture provides that no Guarantor may consolidate with or merge
with or into (whether or not such Guarantor is the surviving Person) another
Person (other than the Company or another Guarantor), whether or not affiliated
with such Guarantor, unless (i) subject to the provisions of the following
paragraph, the Person formed by or surviving any such consolidation or merger
(if other than such Guarantor) shall execute a Guarantee and deliver an Opinion
of Counsel in accordance with the terms of the Indenture; (ii) immediately after
giving effect to such transaction, no Default or Event of Default exists;
(iii) such Guarantor, or any Person formed by or surviving any such
consolidation or merger, would have Consolidated Net Worth (immediately after
giving effect to such transaction), equal to or greater than the Consolidated
Net Worth of such Guarantor immediately preceding the transaction and (iv) the
Company would be permitted by virtue of the Company's pro forma Consolidated
Interest Coverage Ratio, immediately after giving effect to such transaction, to
incur at least $1.00 of additional Indebtedness pursuant to the Consolidated
Interest Coverage Ratio test set forth in the covenant described below the
caption "--Certain Covenants--Incurrence of Indebtedness and Issuance of
Preferred Stock."
The Indenture provides that, in the event of a sale or other disposition
(including by way of merger or consolidation) of all of the assets or Capital
Stock of any Guarantor, then such Guarantor will be released and relieved of any
obligations under its Subsidiary Guarantee; provided, however, that the Net
Proceeds of such sale or other disposition are applied in accordance with the
applicable provisions of the Indenture. See "--Repurchase at the Option of
Holders--Asset Sales." In addition, the Indenture provides that, in the event
the Board of Directors designates a Guarantor to be an Unrestricted Subsidiary,
then such Guarantor will be released and relieved of any obligations under its
Subsidiary Guarantee, provided that such designation is conducted in accordance
with the applicable provisions of the Indenture.
Optional Redemption
The Notes will not be redeemable at the Company's option prior to
August 1, 2001. Thereafter, the Notes will be subject to redemption at any time
at the option of the Company, in whole or in part, at the redemption prices
(expressed as percentages of principal amount) set forth below, plus accrued and
unpaid interest and Liquidated Damages, if any, thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on
August 1 of the years indicated below:
Year Percentage
2001 104.250%
2002 102.834%
2003 101.417%
2004 and thereafter 100.000%
Notwithstanding the foregoing, the Company may at any time prior to
August 1, 2001, at its option, redeem the Notes, in whole or in part, at the
Make-Whole Price, plus accrued and unpaid interest and Liquidated Damages, if
any, thereon to the redemption date. In addition, on or prior to July 17, 2000,
the Company may redeem up to 35% of the aggregate principal amount of Notes
originally issued at a redemption price of 108.5 % of the principal amount
thereof, plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the redemption date, with the net cash proceeds of one or more
Qualified Equity Offerings, provided that (a) at least $71.5 million in
aggregate principal amount of Notes remains outstanding immediately after the
occurrence of each such redemption and (b) each such redemption occurs within 60
days of the date of the closing of each such Qualified Equity Offering.
Selection and Notice
If less than all of the Notes are to be redeemed at any time, selection of
Notes for redemption will be made by the Trustee on a pro rata basis, by lot or
by such method as the Trustee shall deem fair and appropriate; provided,
however, that no Notes of $1,000 or less shall be redeemed in part. Notices of
redemption shall be mailed by first class mail at least 30 but not more than 60
days before the redemption date to each holder of Notes to be redeemed at its
registered address. Notices of redemption may not be conditional. If any Note
is to be redeemed in part only, the notice of redemption that relates to such
Note shall state the portion of the principal amount thereof to be redeemed. A
new Note in principal amount equal to the unredeemed portion thereof will be
issued in the name of the holder thereof upon cancellation of the original Note.
Notes called for redemption become due on the date fixed for redemption. On and
after the redemption date, interest ceases to accrue on Notes or portions of
them called for redemption.
Mandatory Redemption
Except as set forth below under "--Repurchase at the Option of Holders,"
the Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.
Repurchase at the Option of Holders
Change of Control
The Indenture provides that, upon the occurrence of a Change of Control,
the Company will be required to make an offer (a "Change of Control Offer") to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
each holder's Notes at an offer price in cash equal to 101% of the aggregate
principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the date of repurchase (the "Change of Control
Payment"). Within 30 days following a Change of Control, the Company will mail
a notice to each holder of Notes and the Trustee describing the transaction that
constitutes the Change of Control and offering to repurchase Notes on the date
specified in such notice, which date shall be no earlier than 30 days and no
later than 60 days from the date such notice is mailed (the "Change of Control
Payment Date"), pursuant to the procedures required by the Indenture and
described in such notice. The Company will comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of Notes as a result of a Change of Control.
On or before the Change of Control Payment Date, the Company will, to the
extent lawful, (a) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (b) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered and (c) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the
Company. The Paying Agent will promptly mail to each holder of Notes so
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided, however, that each such new Note will
be in a principal amount of $1,000 or an integral multiple thereof. The Company
will publicly announce the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Payment Date.
Except as described above with respect to a Change of Control, the
Indenture does not contain provisions that permit the holders of the Notes to
require that the Company repurchase or redeem the Notes in the event of a
takeover, recapitalization or similar transaction. In addition, the Company
could enter into certain transactions, including acquisitions, refinancing or
other recapitalizations, that could affect the Company's capital structure or
the value of the Notes, but that would not constitute a Change of Control. The
occurrence of a Change of Control may result in a default under the Credit
Facility and give the lenders thereunder the right to require the Company to
repay all outstanding obligations thereunder. The Company's ability to
repurchase Notes following a Change of Control may also be limited by the
Company's then existing financial resources.
The Company will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in the Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.
A "Change of Control" will be deemed to have occurred upon the occurrence
of any of the following: (a) the sale, lease, transfer, conveyance or other
disposition (other than by merger or consolidation), in one or a series of
related transactions, of all or substantially all of the assets of the Company
and its Subsidiaries, taken as a whole, (b) the adoption of a plan relating to
the liquidation or dissolution of the Company, (c) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that any "person" (as such term is used in Section 13(d)(3)
of the Exchange Act) becomes the "beneficial owner" (as such term is defined in
Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly
through one or more intermediaries, of more than 50% of the voting power of the
outstanding voting stock of the Company or (d) the first day on which more than
a majority of the members of the Board of Directors are not Continuing
Directors; provided, however, that a transaction in which the Company becomes a
Subsidiary of another Person (other than a Person that is an individual) shall
not constitute a Change of Control if (i) the stockholders of the Company
immediately prior to such transaction "beneficially own" (as such term is
defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or
indirectly through one or more intermediaries, at least a majority of the voting
power of the outstanding voting stock of the Company immediately following the
consummation of such transaction and (ii) immediately following the consummation
of such transaction, no "person" (as such term is defined above), other than
such other Person (but including the holders of the Equity Interests of such
other Person), "beneficially owns" (as such term is defined above), directly or
indirectly through one or more intermediaries, more than 50% of the voting power
of the outstanding voting stock of the Company. For purposes of this
definition, a time charter of vessels to customers in the ordinary course of
business shall not be deemed to be a "lease" under clause (a) above.
"Continuing Directors" means, as of any date of determination, any member
of the Board of Directors who (a) was a member of the Board of Directors on the
date of original issuance of the Notes or (b) was nominated for election to the
Board of Directors with the approval of, or whose election to the Board of
Directors was ratified by, at least two-thirds of the Continuing Directors who
were members of the Board of Directors at the time of such nomination or
election.
Asset Sales
The Indenture provides that the Company will not, and will not permit any
of its Restricted Subsidiaries to, consummate an Asset Sale unless (a) the
Company or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the fair market
value (as determined in accordance with the definition of such term, the results
of which determination shall be set forth in an Officer's Certificate delivered
to the Trustee) of the assets or Equity Interests issued or sold or otherwise
disposed of and (b) at least 75% of the consideration therefor received by the
Company or such Restricted Subsidiary is in the form of cash or Cash
Equivalents; provided, however, that the amount of (i) any liabilities (as shown
on the Company's or such Restricted Subsidiary's most recent balance sheet) of
the Company or such Restricted Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Notes or any guarantee
thereof) that are assumed by the transferee of any such assets pursuant to a
customary novation agreement that releases the Company or such Restricted
Subsidiary from further liability and (ii) any securities, notes or other
obligations received by the Company or such Restricted Subsidiary from such
transferee that are immediately converted by the Company or such Restricted
Subsidiary into cash (to the extent of the cash received) shall be deemed to be
cash for purposes of this provision.
Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
the Company or any such Restricted Subsidiary may apply such Net Proceeds to (a)
permanently repay the principal of any secured Indebtedness (to the extent of
the fair value of the assets securing such Indebtedness, as determined by the
Board of Directors) or (b) to acquire (including by way of a purchase of assets
or stock, merger, consolidation or otherwise) Productive Assets. (Any such Net
Proceeds that are applied to the acquisition of Productive Assets pursuant to
any binding agreement to construct any new marine vessel useful in the business
of the Company or any of its Restricted Subsidiaries shall be deemed to have
been applied for such purpose within such 365-day period so long as they are so
applied within 18 months of the effective date of such agreement but no later
than two years after the date of receipt of such Net Proceeds.) Pending the
final application of any such Net Proceeds, the Company or any such Restricted
Subsidiary may temporarily reduce outstanding revolving credit borrowings,
including borrowings under the Credit Facility, or otherwise invest such Net
Proceeds in any manner that is not prohibited by the Indenture. Any Net
Proceeds from Asset Sales that are not applied or invested as provided in the
first sentence of this paragraph will be deemed to constitute "Excess Proceeds."
When the aggregate amount of Excess Proceeds exceeds $5.0 million, the
Company will be required to make an offer to all holders of Notes (an "Asset
Sale Offer") to purchase the maximum principal amount of Notes that may be
purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof, plus accrued and unpaid interest
and Liquidated Damages, if any, thereon to the date of purchase, in accordance
with the procedures set forth in the Indenture; provided, however, that, if the
Company is required to apply such Excess Proceeds to repurchase, or to offer to
repurchase, any Pari Passu Indebtedness, the Company shall only be required to
offer to repurchase the maximum principal amount of Notes that may be purchased
out of the amount of such Excess Proceeds multiplied by a fraction, the
numerator of which is the aggregate principal amount of Notes outstanding and
the denominator of which is the aggregate principal amount of Notes outstanding
plus the aggregate principal amount of Pari Passu Indebtedness outstanding. To
the extent that the aggregate principal amount of Notes tendered pursuant to an
Asset Sale Offer is less than the amount that the Company is required to
repurchase, the Company may use any remaining Excess Proceeds for general
corporate purposes. If the aggregate principal amount of Notes surrendered by
holders thereof exceeds the amount that the Company is required to repurchase,
the Trustee shall select the Notes to be purchased on a pro rata basis. Upon
completion of such offer to purchase, the amount of Excess Proceeds shall be
reset at zero.
Certain Covenants
Restricted Payments
The Indenture provides that the Company will not, and will not permit any
of its Restricted Subsidiaries to, directly or indirectly, (a) declare or pay
any dividend or make any other payment or distribution on account of the
Company's or any of its Restricted Subsidiaries' Equity Interests (including,
without limitation, any such payment in connection with any merger or
consolidation with any merger or consolidation involving the Company) or to the
direct or indirect holders of the Company's Equity Interests in their capacity
as such (other than dividends or distributions payable in Equity Interests
(other than Disqualified Stock) of the Company); (b) purchase, redeem or
otherwise acquire or retire for value (including without limitation, in
connection with any merger or consolidation involving the Company) any Equity
Interests of the Company (other than any such Equity Interests owned by the
Company or any Wholly Owned Restricted Subsidiary of the Company); (c) make any
payment on or with respect to, or purchase, redeem, defease or otherwise acquire
or retire for value, any Indebtedness that is subordinated to the Notes, except
a payment of interest or principal at Stated Maturity; or (d) make any
Restricted Investment (all such payments and other actions set forth in clauses
(a) through (d) above being collectively referred to as "Restricted Payments"),
unless, at the time of and after giving effect to such Restricted Payment:
(i) no Default or Event of Default shall have occurred and be continuing
or would occur as a consequence thereof;
(ii) the Company would, at the time of such Restricted Payment and after
giving pro forma effect thereto as if such Restricted Payment had been made at
the beginning of the applicable four-quarter period, have been permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Consolidated
Interest Coverage Ratio test set forth in the first paragraph of the covenant
described below under the caption "--Incurrence of Indebtedness and Issuance of
Preferred Stock;" and
(iii) such Restricted Payment, together with the aggregate of all other
Restricted Payments made by the Company and its Restricted Subsidiaries after
the date of the Indenture (excluding Restricted Payments permitted by clauses
(b), (c),(d) and (f), but including, without duplication, Restricted Payments
permitted by clauses (a) and (e), of the next succeeding paragraph), is less
than the sum of (A) 50% of the Consolidated Net Income of the Company for the
period (taken as one accounting period) from July 1, 1997 to the end of the
Company's most recently ended fiscal quarter for which internal financial
statements are available at the time of such Restricted Payment (or, if such
Consolidated Net Income for such period is a deficit, less 100% of such
deficit), plus (B) 100% of the aggregate net cash proceeds received by the
Company from the issue or sale since the date of the Indenture of Equity
Interests of the Company (other than Disqualified Stock) or of Disqualified
Stock or debt securities of the Company that have been converted into such
Equity Interests (other than any such Equity Interests or Disqualified Stock or
convertible debt securities that have been converted into Disqualified Stock),
plus (C) to the extent that any Restricted Investment that was made after the
date of the Indenture is sold for cash or otherwise liquidated or repaid for
cash, the lesser of (1) the cash return of capital with respect to such
Restricted Investment (less the cost of disposition, if any) and (2) the initial
amount of such Restricted Investment, plus (D) in the event that any
Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, the lesser
of (1) an amount equal to the fair market value of the Company's Investments in
such Restricted Subsidiary and (2) the amount of Restricted Investments
previously made by the Company and its Restricted Subsidiaries in such
Unrestricted Subsidiary, plus (E) $5.0 million.
The foregoing provisions will not prohibit any of the following (a) the
payment of any dividend within 60 days after the date of declaration thereof if
at said date of declaration such payment would have complied with the provisions
of the Indenture; (b) the redemption, repurchase, retirement, defeasance or
other acquisition of any subordinated Indebtedness or Equity Interests of the
Company in exchange for, or out of the net cash proceeds of the substantially
concurrent sale (other than to a Subsidiary of the Company) of, other Equity
Interests of the Company (other than any Disqualified Stock), provided that the
amount of any such net cash proceeds that are utilized for any such redemption,
repurchase, retirement, defeasance or other acquisition shall be excluded from
clause (iii)(B) of the preceding paragraph; (c) the defeasance, redemption,
repurchase, retirement or other acquisition of subordinated Indebtedness with
the net cash proceeds from an incurrence of, or in exchange for, Permitted
Refinancing Indebtedness; (d) the payment of any dividend or distribution by a
Restricted Subsidiary of the Company to the Company or any of its Wholly Owned
Restricted Subsidiaries; (e) so long as no Default or Event of Default shall
have occurred and be continuing, the repurchase, redemption or other acquisition
or retirement for value of any Equity Interests of the Company held by any
employee of the Company's or any of its Restricted Subsidiaries, provided that
the aggregate price paid for all such repurchased, redeemed, acquired or retired
Equity Interests shall not exceed $500,000 in any calendar year; and (f) the
acquisition of Equity Interests by the Company in connection with the exercise
of stock options or stock appreciation rights by way of cashless exercise or in
connection with the satisfaction of withholding tax obligations.
The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if such designation would not cause a Default. For
purposes of making such determination, all outstanding Investments by the
Company and its Restricted Subsidiaries (except to the extent repaid in cash) in
the Subsidiary so designated will be deemed to be Restricted Payments at the
time of such designation. All such outstanding Investments will be deemed to
constitute Investments in an amount equal to the greater of (a) the net book
value of such Investments at the time of such designation and (b) the fair
market value of such Investments at the time of such designation. Such
designation will only be permitted if such Restricted Payment would be permitted
at such time and if such Restricted Subsidiary otherwise meets the definition of
an Unrestricted Subsidiary.
The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any non-cash Restricted Payment shall be determined in the
manner contemplated by the definition of the term "fair market value," and the
results of such determination shall be evidenced by an Officers' Certificate
delivered to the Trustee. Not later than the date of making any Restricted
Payment, the Company shall deliver to the Trustee an Officers' Certificate
stating that such Restricted Payment is permitted and setting forth the basis
upon which the calculations required by the covenant "Restricted Payments" were
computed.
Incurrence of Indebtedness and Issuance of Preferred Stock
The Indenture provides that the Company will not, and will not permit any
of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise, with respect to (collectively, "incur" or an
"incurrence") any Indebtedness and that the Company will not issue any
Disqualified Stock and will not permit any of its Restricted Subsidiaries to
issue any shares of preferred stock; provided, however, that the Company and its
Restricted Subsidiaries may incur Indebtedness, and the Company may issue
Disqualified Stock, if the Consolidated Interest Coverage Ration for the
Company's most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock is issued would
have been at least 2.25 to 1, determined on a pro forma basis (including a pro
forma application of the net proceeds therefrom), as if the additional
Indebtedness or Disqualified Stock had been issued or incurred at the beginning
of such four-quarter period.
The foregoing provisions will not apply to:
(a) the incurrence by the Company and its Restricted Subsidiaries
of Indebtedness under the Credit Facility in an aggregate principal amount
at any one time outstanding not to exceed $65.0 million, plus any fees,
premiums, expenses (including costs of collection), indemnities and
similar amounts payable in connection with such Indebtedness, and less any
amounts repaid permanently in accordance with the covenant described under
the caption "--Repurchase at the Option of Holders--Asset Sales";
(b) the incurrence by the Company and its Restricted Subsidiaries
of Existing Indebtedness;
(c) the incurrence by the Company and its Restricted Subsidiaries
of Hedging Obligations;
(d) the incurrence by the Company and its Restricted Subsidiaries
of Indebtedness represented by the Notes, the Subsidiary Guarantees and
the Indenture;
(e) the incurrence of intercompany Indebtedness between or among
the Company and any of its Wholly Owned Restricted Subsidiaries, provided
that any subsequent issuance or transfer of Equity Interests that results
in any such Indebtedness being held by a Person other than the Company or
a Wholly Owned Restricted Subsidiary of the Company, or any sale or other
transfer of any such Indebtedness to a Person that is neither the Company
nor a Wholly Owned Restricted Subsidiary of the Company, shall be deemed
to constitute an incurrence of such Indebtedness by the Company or such
Restricted Subsidiary, as the case may be;
(f) Indebtedness in respect of bid, performance or surety bonds
issued for the account of the Company or any Restricted Subsidiary thereof
in the ordinary course of business, including guarantees or obligations of
the Company or any Restricted Subsidiary thereof with respect to letters
of credit supporting such bid, performance or surety obligations (in each
case other than for an obligation for money borrowed); and
(g) the incurrence by the Company or any of its Restricted
Subsidiaries of Permitted Refinancing Debt in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease
or refund Indebtedness that was permitted by the Indenture to be incurred
(other than pursuant to clause (a) or (e) of this covenant).
In the event that the incurrence of any Indebtedness would be permitted by
the first paragraph set forth above or one or more of the provisions set forth
in the second paragraph above, the Company may designate (in the form of an
Officers' Certificate delivered to the Trustee) the particular provision of the
Indenture pursuant to which it is incurring such Indebtedness.
Liens
The Indenture provides that the Company will not, and will not permit any
of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume
or suffer to exist any Lien on any asset now owned or hereafter acquired, or any
income or profits therefrom or assign or convey any right to receive income
therefrom, except Permitted Liens, to secure (a) any Indebtedness of the Company
or such Restricted Subsidiary (if it is not also a Guarantor), unless prior to,
or contemporaneously therewith, the Notes are equally and ratably secured, or
(b) any Indebtedness of any Guarantor, unless prior to, or contemporaneously
therewith, the Subsidiary Guarantees are equally and ratably secured; provided,
however, that if such Indebtedness is expressly subordinated to the Notes or the
Subsidiary Guarantees, the Lien securing such Indebtedness will be subordinated
and junior to the Lien securing the Notes or the Subsidiary Guarantees, as the
case may be, with the same relative priority as such Indebtedness has with
respect to the Notes or the Subsidiary Guarantees.
Sale-and-Leaseback Transactions
The Indenture provides that the Company will not, and will not permit any
of its Restricted Subsidiaries to, enter into any sale-and-leaseback
transactions; provided, however, that the Company or any Restricted Subsidiary,
as applicable, may enter into a sale-and-leaseback transaction if (i) the
Company or such Restricted Subsidiary could have (a) incurred Indebtedness in an
amount equal to the Attributable Indebtedness relating to such sale-and-
leaseback transaction pursuant to the Consolidated Interest Coverage Ratio test
set forth in the first paragraph of the covenant described above under the
caption "--Incurrence of Indebtedness and Issuance of Preferred Stock" and (b)
incurred a Lien to secure such Indebtedness pursuant to the covenant described
under the caption "--Liens," (ii) the gross cash proceeds of such sale-and-
leaseback transaction are at least equal to the fair market value (as determined
in accordance with the definition of such term, the results of which
determination shall be set forth in an Officers' Certificate delivered to the
Trustee) of the property that is the subject of such sale-and-leaseback
transaction and (iii) the transfer of assets in such sale-and-leaseback
transaction is permitted by, and the Company applies the proceeds of such
transaction in compliance with, the covenant described above under the caption
"--Repurchase at the Option of Holders--Asset Sales."
Issuances and Sales of Capital Stock of Wholly Owned Restricted
Subsidiaries
The Indenture provides that the Company (i) will not, and will not permit
any Wholly Owned Restricted Subsidiary of the Company to, transfer, convey,
sell or otherwise dispose of any Capital Stock of any Wholly Owned Restricted
Subsidiary of the Company to any Person (other than the Company or a Wholly
Owned Restricted Subsidiary of the Company), unless (a) such transfer,
conveyance, sale, or other disposition is of all the Capital Stock of such
Wholly Owned Restricted Subsidiary and (b) the Net Proceeds from such transfer,
conveyance, sale, or other disposition are applied in accordance with the
covenant described above under the caption "--Repurchase At Option Of Holders--
Asset Sales," and (ii) will not permit any Wholly Owned Restricted Subsidiary of
the Company to issue any of its Equity Interests to any Person other than to the
Company or a Wholly Owned Restricted Subsidiary of the Company; except, in the
case of both clauses (i) and (ii) above, with respect to (1) dispositions or
issuances by a Wholly Owned Restricted Subsidiary of the Company as contemplated
in clauses (a) and (b) of the definition of "Wholly Owned Restricted Subsidiary"
or (2) other dispositions or issuances of up to 35% of the outstanding Capital
Stock of a Wholly Owned Restricted Subsidiary of the Company, provided that,
after giving pro forma effect thereto, the Investment of the Company and its
Wholly Owned Restricted Subsidiaries in all Restricted Subsidiaries that are not
Wholly Owned Restricted Subsidiaries of the Company, determined on a
consolidated basis in accordance with GAAP, does not exceed 15% of Consolidated
Net Tangible Assets of the Company.
Dividend and Other Payment Restrictions Affecting Subsidiaries
The Indenture provides that the Company will not, and will not permit any
of its Restricted Subsidiaries to, directly or indirectly, create or otherwise
cause or suffer to exist or become effective any encumbrance or restriction on
the ability of any Restricted Subsidiary to (a)(i) pay dividends or make any
other distributions to the Company or any of its Restricted Subsidiaries on its
Capital Stock or with respect to any other interest or participation in, or
measured by, its profits, or (ii) pay any Indebtedness owed to the Company or
any of its Restricted Subsidiaries, (b) make loans or advances to the Company or
any of its Restricted Subsidiaries or (c) transfer any of its properties or
assets to the Company or any of its Restricted Subsidiaries, except for such
encumbrances or restrictions existing under or by reason of (1) the Credit
Facility or Existing Indebtedness, each as in effect on the date of the
Indenture, (2) the Indenture and the Notes, (3) applicable law, (4) any
instrument governing Indebtedness or Capital Stock of a Person acquired by the
Company or any of its Restricted Subsidiaries as in effect at the time of such
acquisition (except to the extent such Indebtedness was incurred in connection
with or in contemplation of such acquisition), which encumbrance or restriction
is not applicable to any Person or the properties or assets of any Person, other
than the Person, or the property or assets of the Person, so acquired, provided
that, in the case of Indebtedness, such Indebtedness was permitted by the terms
of the Indenture to be incurred, (5) by reason of customary non-assignment
provisions in leases entered into in the ordinary course of business and
consistent with past practices, (6) purchase money obligations for property
acquired in the ordinary course of business that impose restrictions of the
nature described in clause (c) above on the property so acquired, (7) customary
provisions in bona fide contracts for the sale of property or assets or (8)
Permitted Refinancing Indebtedness with respect to any Indebtedness referred to
in clauses (1) and (2) above, provided that the restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness are not materially
more restrictive, taken as a whole, than those contained in the agreements
governing the Indebtedness being refinanced.
Merger, Consolidation, or Sale of Assets
The Indenture provides that the Company may not consolidate or merge with
or into (whether or not the Company is the surviving corporation), or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its properties or assets in one or more related transactions, to another
Person unless (a) the Company is the surviving corporation or the Person formed
by or surviving any such consolidation or merger (if other than the Company) or
to which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made is a corporation organized or existing under the laws of
the United States, any state thereof or the District of Columbia, (b) the Person
formed by or surviving any such consolidation or merger (if other than the
Company) or the Person to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made assumes all the obligations
of the Company under the Notes and the Indenture pursuant to a supplemental
indenture in a form reasonably satisfactory to the Trustee, (c) immediately
after such transaction no Default or Event of Default exists and (d) except in
the case of a merger of the Company with or into a Wholly Owned Subsidiary of
the Company, the Company or the Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made (A) will have Consolidated Net Worth immediately after the transaction
equal to or greater than the Consolidated Net Worth of the Company immediately
preceding the transaction and (B) will, at the time of such transaction and
after giving pro forma effect thereto as if such transaction had occurred at the
beginning of the applicable four-quarter period, be permitted to incur at least
$1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage
Ratio test set forth in the first paragraph of the covenant described above
under the caption "--Incurrence of Indebtedness and Issuance of Preferred
Stock."
Transaction with Affiliates
The Indenture provides that the Company will not, and will not permit any
of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer
or otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"),
unless (a) such Affiliate Transaction is on terms that are no less favorable to
the Company or the relevant Restricted Subsidiary than those that would have
been obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person or, if there is no such comparable
transaction, on terms that are fair and reasonable to the Company or such
Restricted Subsidiary, and (b) the Company delivers to the Trustee (i) with
respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $1.0 million, a resolution of the
Board of Directors set forth in an Officers' Certificate certifying that such
Affiliate Transaction complies with clause (a) above and that such Affiliate
Transaction has been approved by a majority of the disinterested members of the
Board of Directors and (ii) with respect to any Affiliate Transaction or series
of related Affiliate Transactions involving aggregate consideration in excess of
$5.0 million, other than any such transactions with a joint venture engaged in
the business of providing marine support vessels and related services to the oil
and gas industry (or a business that is reasonably complementary or related
thereto as determined in good faith by the Board of Directors), an opinion as to
the fairness to the Company or the relevant Subsidiary of such Affiliate
Transaction from a financial point of view issued by an accounting, appraisal or
investment banking firm that is, in the judgment of the Board of Directors,
qualified to render such opinion and is independent with respect to the Company;
provided, however, that the following shall be deemed not to be Affiliate
Transactions: (A) any employment agreement or other employee compensation plan
or arrangement entered into by the Company or any of its Restricted Subsidiaries
in the ordinary course of business of the Company or such Restricted Subsidiary;
(B) transactions between or among the Company and its Restricted Subsidiaries;
(C) Permitted Investments and Restricted Payments that are permitted by the
provisions of the Indenture; (D) loans or advances to officers, directors and
employees of the Company or any Restricted Subsidiary made in the ordinary
course of business and consistent with past practices of the Company and its
Restricted Subsidiaries in an aggregate amount not to exceed $500,000
outstanding at any one time; (E) indemnities of officers, directors and
employees of the Company or any Restricted Subsidiary permitted by bylaw or
statutory provisions; and (F) the payment of reasonable and customary regular
fees to directors of the Company or any of its Restricted Subsidiaries who are
not employees of the Company or any Affiliate.
Additional Subsidiary Guarantees
The Indenture provides that (a) if the Company or any of its Restricted
Subsidiaries shall, after the date of the Indenture, acquire or create another
Significant Subsidiary, or (b) if, after such date, a Restricted Subsidiary
shall provide a guarantee under the Credit Facility or incur any Funded
Indebtedness, then such newly acquired or created Significant Subsidiary or such
Subsidiary described in clause (b) above, as the case may be, shall execute a
Subsidiary Guarantee and deliver an opinion of counsel in accordance with the
terms of the Indenture.
Reports
Whether or not the Company is required to do so by the rules and
regulations of the Commission, the Company will file with the Commission (unless
the Commission will not accept such a filing) and, within 15 days of filing, or
attempting to file, the same with the Commission, furnish to the holders of the
Notes (a) all quarterly and annual financial and other information with respect
to the Company and its Subsidiaries that would be required to be contained in a
filing with the Commission on Forms 10-Q and 10-K if the Company were required
to file such forms, including a "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and, with respect to the annual
information only, a report thereon by the Company's certified independent
accountants, and (b) all current reports that would be required to be filed with
the Commission of Form 8-K if the Company were required to file such reports.
In addition, the Company and the Guarantors will furnish to the holders of the
Notes, prospective purchasers of the Notes and securities analysts, upon their
request, the information, if any, required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.
Events of Default and Remedies
The Indenture provides that each of the following constitutes an Event of
Default: (a) default for 30 days in the payment when due of interest or
Liquidated Damages on the Notes; (b) default in payment when due of the
principal of or premium, if any, on the Notes; (c) failure by the Company to
comply with the provisions described under the caption "--Repurchase at the
Option of Holders" or "--Certain Covenants--Merger, Consolidation, or Sale of
Assets"; (d) failure by the Company for 60 days after notice to comply with any
of its other agreements in the Indenture or the Notes; (e) default under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries) whether such
Indebtedness or guarantee now exists or is created after the date of the
Indenture, which default (i) is caused by a failure to pay principal of or
premium or interest on such Indebtedness prior to the expiration of the grace
period provided in such Indebtedness (a "Payment Default") or (ii) results in
the acceleration of such Indebtedness prior to its express maturity and, in each
case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $5.0
million or more and provided, further, that if any such default is cured or
waived or any such acceleration rescinded, or such Indebtedness is repaid,
within a period of 10 days from the continuation of such default beyond the
applicable grade period or the occurrence of such acceleration, as the case may
be, such Event of Default and any consequential acceleration of the Notes shall
be automatically rescinded, so long as such rescission does not conflict with
any judgment or decree; (f) failure by the Company or any of its Restricted
Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which
judgments are not paid, discharged or stayed for a period of 60 days;
(g) failure by any Guarantor to perform any covenant set forth in its Subsidiary
Guarantee, or the repudiation by any Guarantor of its obligations under its
Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee against
a Guarantor for any reason and (h) certain events of bankruptcy or insolvency
with respect to the Company or any Guarantor.
If any Event of Default occurs and is continuing, the Trustee or the
holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency with respect to the Company any Guarantor, all
outstanding Notes will become due and payable without further action or notice.
The holders of a majority in principal amount of the then outstanding Notes by
written notice to the Trustee may on behalf of all of the holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest, premium or Liquidated Damages that have become due solely
because of the acceleration) have been cured or waived. Holders of the Notes
may not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, holders of a majority in principal amount of the
then outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest.
In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding payment of the premium that the Company would have had
to pay if the Company then had elected to redeem the Notes pursuant to the
optional redemption provisions of the Indenture, an equivalent premium shall
also become and be immediately due and payable to the extent permitted by law
upon the acceleration of the Notes.
The holders of a majority in principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
the principal of or interest or Liquidated Damages on the Notes.
The Company will be required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company will be
required, upon becoming aware of any Default or Event of Default, to deliver to
the Trustee a statement specifying such Default or Event of Default.
No Personal Liability of Directors, Officers, Employees and Stockholders
No director, officer, employee, incorporator or stockholder of the Company
or any Guarantor, as such, shall have any liability for any obligations of the
Company or any Guarantor under the Notes, the Subsidiary Guarantees or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each holder of Notes by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to
waive liabilities under the federal securities laws and it is the view of the
Commission that such a waiver is against public policy.
Legal Defeasance and Covenant Defeasance
The Company may, at its option and at any time, elect to have all of the
obligations of itself and the Guarantors discharged with respect to the
outstanding Notes ("Legal Defeasance") except for (a) the rights of holders of
outstanding Notes to receive payments in respect of the principal of and
premium, interest and Liquidated Damages on such Notes when such payments are
due from the trust referred to below, (b) the Company's obligations with respect
to the Notes concerning issuing temporary Notes, registration of Notes,
mutilated, destroyed, lost or stolen Notes and the maintenance of an office or
agency for payment and money for security payments held in trust, (c) the
rights, powers, trusts, duties and immunities of the Trustee, and the Company's
obligations in connection therewith and (d) the Legal Defeasance provisions of
the Indenture. In addition, the Company may, at its option and at any time,
elect to have the obligations of the Company released with respect to certain
covenants that are described in the Indenture ("Covenant Defeasance") and
thereafter any omission to comply with such obligations shall not constitute a
Default or Event of Default with respect to the Notes. In the event Covenant
Defeasance occurs, certain event (not including non-payment, bankruptcy,
receivership, rehabilitation and insolvency events) described under "Events of
Default and Remedies" will no longer constitute an Event of Default with respect
to the Notes.
In order to exercise either Legal Defeasance or Covenant Defeasance, (i)
the Company must irrevocably deposit with the Trustee, in trust, for the benefit
of the holders of the Notes, cash in U.S. dollars, non-callable Government
Securities, or a combination thereof, in such amounts as will be sufficient, in
the opinion of a nationally recognized firm of independent public accountants,
to pay the principal of and premium, interest and Liquidated Damages, if any, on
the outstanding Notes on the stated maturity or on the applicable redemption
date, as the case may be, and the Company must specify whether the Notes are
being defeased to maturity or to a particular redemption date, (ii) in the case
of Legal Defeasance, the Company shall have delivered to the Trustee an opinion
of counsel in the United States reasonably acceptable to the Trustee confirming
that (A) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) since the date of the Indenture, there
has been a change in the applicable federal income tax law, in either case to
the effect that, and based thereon such opinion of counsel shall confirm that,
the holders of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Legal Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Legal Defeasance had not
occurred, (iii) in the case of Covenant Defeasance, the Company shall have
delivered to the Trustee an opinion of counsel in the United States reasonably
acceptable to the Trustee confirming that the holders of the outstanding Notes
will not recognize income, gain or loss for federal income tax purposes as a
result of such Covenant Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred, (iv) no Default or Event
of Default shall have occurred and be continuing on the date of such deposit
(other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit), (v) such Legal Defeasance or Covenant Defeasance
will not result in a breach or violation of, or constitute a default under any
material agreement or instrument (other than the Indenture) to which the Company
or any of its Restricted Subsidiaries is a party or by which the Company or any
of its Restricted Subsidiaries is bound, (vi) the Company must have delivered to
the Trustee an opinion of counsel to the effect that the trust funds will not be
subject to the effect of any applicable bankruptcy, insolvency, reorganization
or similar laws affecting creditors' rights generally, (vii) the Company must
deliver to the Trustee an Officers' Certificate stating that the deposit was not
made by the Company with the intent of preferring the holders of Notes over the
other creditors of the Company with the intent of defeating, hindering, delaying
or defrauding creditors of the Company or others and (viii) the Company must
deliver to the Trustee an Officers' Certificate and an opinion of counsel, each
stating that all conditions precedent provided for relating to the Legal
Defeasance or the Covenant Defeasance have been complied with.
Transfer and Exchange
A holder of Notes may transfer or exchange Notes in accordance with the
Indenture. The Registrar and the Trustee may require a holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company will not be required to transfer or
exchange any Note selected for redemption. Also, the Company will not be
required to transfer or exchange any Note for a period of 15 days before a
selection of Notes to be redeemed.
The registered holder of a Note will be treated as the owner of it for all
purposes, and all references to "holders" in this "Description of the Notes" are
to registered holders unless otherwise indicated.
Amendment and Waiver
Except as provided below, the Indenture or the Notes may be amended with
the consent of the holders of at least a majority in principal amount of the
Notes then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes),
and any existing default or compliance with any provision of the Indenture or
the Notes may be waived with the consent of the holders of a majority in
principal amount of the then outstanding Notes (including consents obtained in
connection with a tender offer or exchange offer for Notes).
Without the consent of each holder affected, an amendment or waiver may
not (with respect to any Notes held by a non-consenting Holder): (a) reduce the
principal amount of Notes whose holders must consent to an amendment or waiver,
(b) reduce the principal of or change the fixed maturity of any Note or alter
the provisions with respect to the redemption of the Notes (other than
provisions relating to the covenants described above under the caption "--
Repurchase at the Option of Holders"), (c) reduce the rate of or change the time
for payment of interest on any Note, (d) waive a Default or Event of Default in
the payment of principal of or premium, interest or Liquidated Damages on the
Notes (except a rescission of acceleration of the Notes by the holders of at
least a majority in principal amount of the Notes and a waiver of the payment
default that resulted from such acceleration), (e) make any Note payable in
money other than that stated in the Notes, (f) make any change in the provisions
of the Indenture relating to waivers of past defaults or the rights of holders
of Notes to receive payments of principal of or premium, interest or Liquidated
Damages on the Notes (except as permitted in clause (g) hereof), (g) waive a
redemption payment with respect to any Note (other than a payment required by
one of the covenants described above under the caption "--Repurchase at the
Option of Holders"), (h) alter the ranking of the Notes relative to other
Indebtedness of the Company or (i) make any change in the foregoing amendment
and waiver provisions.
Notwithstanding the foregoing, without the consent of any holder of Notes,
the Company, the Guarantors and the Trustee may amend or supplement the
Indenture or the Notes to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's obligations to holders of
Notes in the case of a merger or consolidation, to make any change that would
provide any additional rights or benefits to the holders of Notes or that does
not adversely affect the legal rights under the Indenture of any such holder, to
secure the Notes pursuant to the requirements of the "Liens" covenant, to add
any additional Guarantor or to release any Guarantor from its Subsidiary
Guarantee, in each case as provided in the Indenture, or to comply with
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the Trust Indenture Act.
Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any holder of any Notes for or as an inducement
to any consent, waiver or amendment of any terms or provisions of the Indenture
or the Notes, unless such consideration is offered to be paid or agreed to be
paid to all holders of the Notes which so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.
Concerning the Trustee
The Indenture contains certain limitations on the rights of the Trustee,
should it become a creditor of the Company, to obtain payment of claims in
certain cases, or to realize on certain property received in respect of any such
claim as security or otherwise. The Trustee will be permitted to engage in
other transactions; however, if it acquires any conflicting interest it must
eliminate such conflict within 90 days, apply to the Commission for permission
to continue or resign.
The holders of a majority in principal amount of the then outstanding
Notes will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that in case an Event of Default
shall occur (which shall not be cured), the Trustee will be required, in the
exercise of its owner, to use the degree of care of a prudent man in the conduct
of his own affairs. Subject to such provisions, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request of any holder of Notes, unless such holder shall have offered to the
Trustee security and indemnity satisfactory to it against any loss, liability or
expense.
Governing Law
The Indenture, the Notes and the Subsidiary Guarantees provide that they
are governed by the laws of the State of New York.
Additional Information
Anyone who receives this Prospectus may obtain a copy of the Indenture and
Registration Rights Agreement without charge by writing to Trico Marine
Services, Inc., 2401 Fountainview, Suite 626, Houston, Texas 77057, Attention:
Corporate Secretary.
Form, Denomination and Registration
Global Notes; Book Entry Form
Except as set forth in the next paragraph, the Notes will be evidenced
initially by one or more global notes (the "Global Note") which will be
deposited with, or on behalf of, DTC and registered in the name of Cede & Co.,
as DTC's nominee. Except as set forth below, record ownership of the Global
Note may be transferred, in whole or in part, only to another nominee of DTC or
to a successor of DTC or its nominee.
Notes (i) originally purchased by or transferred to "foreign purchasers"
or Institutional Accredited Investors who are not Qualified Institutional Buyers
or (ii) held by Qualified Institutional Buyers who elect to take physical
delivery of their certificates instead of holding their interests through the
Global Note (and which are thus ineligible to trade through DTC) (collectively
referred to herein as the "Non-Global Purchasers") will be issued in registered
certificated form ("Certificated Notes"). Upon the transfer to a Qualified
Institutional Buyer of any Certificated Note initially issued to a Non-Global
Purchaser, such Certificated Note will, unless the transferee requests otherwise
or the Global Note has previously been exchanged in whole for Certificated Notes
as described below, be exchanged for an interest in the Global Note.
Owners of beneficial interests in the Global Note may hold their interests
in the Global Note directly through DTC if such person is a participant in DTC
or indirectly through organizations that are participants in DTC (the
"Participants"). Persons who are not Participants may beneficially own
interests in the Global Note held by DTC only through Participants or certain
banks, brokers, dealers, trust companies and other parties that clear through or
maintain a custodial relationship with a Participant, either directly or
indirectly ("Indirect Participants"). So long as Cede & Co., as the nominee of
DTC, is the registered owner of the Global Note, Cede & Co. for all purposes
will be considered the sole holder of the Global Note. Owners of beneficial
interests in the Global Note will be entitled to have certificates registered in
their names and to receive physical delivery of Certificated Notes.
Payment of principal of and premium, interest and Liquidated Damages, if
any, on the Global Note will be made to Cede & Co., the nominee for DTC, as
registered owner of the Global Note, by wire transfer of immediately available
funds on the applicable payment date. Neither of the Company nor the Trustee
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in the Global
Note or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interest.
The Company has been informed by DTC that, with respect to any payment of
principal of, or premium, interest or Liquidated Damages, if any, on the Global
Note, DTC's practice is to credit Participants' accounts on the applicable
payment date, with payments in amounts proportionate to their respective
beneficial interests in the Notes represented by the Global Note as shown on the
records of DTC, unless DTC has reason to believe that it will not receive
payment on such payment date. Payments by Participants to owners of beneficial
interests in the Notes represented by the Global Note held through such
Participants will be the responsibility of such Participants, as is now the case
with securities held for the accounts of customers registered in "street name."
Transfers between Participants will be effected in the ordinary way in
accordance with DTC's rules and will be settled in immediately available funds.
The laws of some states require that certain persons take physical delivery of
securities in definitive form. Consequently, the ability to transfer beneficial
interests in a Global Note to such persons may be limited. Because DTC can only
act on behalf of Participants, who in turn act on behalf of Indirect
Participants and certain banks and other parties, the ability of a person having
a beneficial interest in the Notes represented by the Global Note to pledge such
interest to persons or entities that do not participate in the DTC system, or
otherwise take actions in respect of such interest, may be affected by the lack
of a physical certificate evidencing such interest.
Neither the Company nor the Transfer Agent will have responsibility for
the performance of DTC or its Participants or Indirect Participants of their
respective obligations under the rules and procedures governing their
operations. DTC has advised the Company that it will take any action permitted
to be taken by a holder of Notes (including, without limitation, the
presentation of Notes for exchange as described below) only at the direction of
one or more Participants to whose account with DTC interests in the Global Note
are credited, and only in respect of the Notes represented by the Global Note as
to which such Participant or Participants has or have given such direction.
DTC has advised the Company that DTC is a limited purpose trust company
organized under the laws of the State of New York , a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the Uniform
Commercial Code and a "clearing agency" registered pursuant to the provisions of
Section 17A of the Exchange Act. DTC was created to hold securities for its
Participants and to facilitate the clearance and settlement of securities
transactions between Participants through electronic book-entry changes to
accounts of its Participants, thereby eliminating the need for physical movement
of certificates. Participants include securities brokers and dealers, banks,
trust companies and clearing corporations and may include certain other
organizations such as the Initial Purchasers. Certain of such Participants (or
their representatives), together with other entities, own DTC. Indirect access
to the DTC system is available to others such as banks, brokers, dealers and
trust companies that clear through, or maintain a custodial relationship with, a
Participant, either directly or indirectly.
Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interests in the Global Note among Participants, it is under no
obligation to perform or continue to perform such procedures, and such
procedures may be discontinued at any time. If DTC is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
the Company within 90 days, the Company will cause Certificated Notes to be
issued in exchange for the Global Notes.
Certificated Notes
Investors in the Notes may request that Certificated Notes be issued in
exchange for Notes represented by the Global Note. Furthermore, Certificated
Notes may be issued in exchange for Notes represented by the Global Note if no
successor depositary is appointed by the Company as set forth above.
Unless determined otherwise by the Company in accordance with applicable
law, Certificated Notes issued upon transfer or exchange of beneficial interests
in Notes represented by the Global Note will bear a legend setting forth
transfer restrictions under the Securities Act as set forth under "Notice to
Investors." Any request for the transfer of Certificated Notes bearing the
legend, or for removal of the legend from Certificated Notes, must be
accompanied by satisfactory evidence, in the form of an opinion of counsel, that
such transfer complies with the Securities Act or that neither the legend nor
the restrictions on transfer set forth therein are required to ensure compliance
with the provisions of the Securities Act, as the case may be.
Registration Rights; Liquidated Damages
Pursuant to the Registration Rights Agreement, the Company and the
Guarantors agreed to file the Exchange Offer Registration Statement with the
Commission with respect to the Exchange Offer. Upon the effectiveness of the
Exchange Offer Registration Statement, the Company will offer to the holders of
Old Notes pursuant to the Exchange Offer who are able to make certain
representations the opportunity to exchange their Old Notes for New Notes. If
(a) the Company and the Guarantors are not permitted to consummate the Exchange
Offer because the Exchange Offer is not permitted by applicable law or
Commission policy or (b) any holder of Transfer Restricted Securities notifies
the Company prior to the 20th day following consummation of the Exchange Offer
that (i) it is prohibited by law or Commission policy from participating in the
Exchange Offer or (ii) that it may not resell the New Notes acquired by it in
the Exchange Offer to the public without delivering a prospectus and the
prospectus contained in the Exchange Offer Registration Statement is not
available for such resales, the Company will file with the Commission a Shelf
Registration Statement to cover resales of the Old Notes by the holders thereof
who satisfy certain conditions relating to the provision of information in
connection with the Shelf Registration Statement. The Company will use its
reasonable best efforts to cause the applicable registration statement to be
declared effective as promptly as possible by the Commission. For purposes of
the foregoing, "Transfer Restricted Securities" means each Old Note until
(A) the date on which such Old Note has been exchanged by a person other than a
broker-dealer for a New Note in the Exchange Offer, (B) following the exchange
by a broker-dealer in the Exchange Offer of an Old Note for an New Note, the
date on which such New Note is sold to a purchaser who receives from such
broker-dealer on or prior to the date of such sale a copy of the prospectus
contained in the Exchange Offer Registration Statement, (C) the date on which
such Old Note has been effectively registered under the Securities Act and
disposed of in accordance with the Shelf Registration Statement or (D) the date
on which such Old Note is distributed to the public pursuant to Rule 144 under
the Securities Act or may be distributed to the public pursuant to Rule 144(k)
under the Securities Act.
The Registration Rights Agreement provides that (a) the Company will file
the Exchange Offer Registration Statement with the Commission on or prior to 60
days after the date on which the Old Notes are originally issued under the
Indenture (the "Closing Date"), (b) the Company will use its reasonable best
efforts to have the Exchange Offer Registration Statement declared effective by
the Commission on or prior to 120 days after the Closing Date, (c) unless the
Exchange Offer would not be permitted by applicable law or Commission policy,
the Company will commence the Exchange Offer and use its reasonable best efforts
to issue, on or prior to 180 days after the Closing Date, New Notes in exchange
for all Old Notes tendered prior thereto in the Exchange Offer and (d) if
obligated to file the Shelf Registration Statement, the Company will use its
reasonable best efforts to file the Shelf Registration Statement with the
Commission on or prior to 60 days after such filing obligation arises and to
cause the Shelf Registration Statement to be declared effective by the
Commission on or prior to 120 days after such obligation arises. If (i) the
Company fails to file any of the Registration Statements required by the
Registration Rights Agreement on or before the date specified for such filing,
(ii) any of such Registration Statements is not declared effective by the
Commission on or prior to the date specified for such effectiveness, (iii) the
Company fails to consummate the Exchange Offer within 180 days of the Closing
Date with respect to the Exchange Offer Registration Statement or (iv) the Shelf
Registration Statement or the Exchange Offer Registration Statement is declared
effective but thereafter ceases to be effective or usable in connection with
resales of Transfer Restricted Securities during the periods specified in the
Registration Rights Agreement (each such event referred to in clauses (i)
through (iv) above, a "Registration Default"), then the Company will pay
Liquidated Damages to each holder of Transfer Restricted Securities with respect
to the first 90-day period immediately following the occurrence of the first
Registration Default in an amount equal to $.05 per week per $1,000 principal
amount of Transfer Restricted Securities held by such holder. The amount of
Liquidated Damages will increase by an additional $.05 per week per $1,000
principal amount of Transfer Restricted Securities with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum amount of Liquidated Damages of $.20 per week per $1,000 principal
amount of Transfer Restricted Securities. All accrued Liquidated Damages with
respect to Transfer Restricted Securities will be paid by the Company on each
Damages Payment Date (as defined in the Registration Rights Agreement) to the
Global Note holder by wire transfer of immediately available funds or by federal
funds check and to holders of Certificated Securities by wire transfer to the
accounts specified by them or by mailing checks to their registered addresses if
no such accounts have been specified. Following the cure of all Registration
Defaults, the accrual of Liquidated Damages will cease.
Holders of Old Notes will be required to make certain customary
representations to the Company in order to participate in the Exchange Offer and
will be required to deliver information to be used in connection with the Shelf
Registration Statement and to provide comments on the Shelf Registration
Statement within the time periods set forth in the Registration Rights Agreement
in order to have their Old Notes included in the Shelf Registration Statement
and benefit from the provisions regarding Liquidated Damages set forth above.
Certain Definitions
Set forth below are certain defined terms used in the Indenture.
Reference is made to the Indenture for a full disclosure of all such terms, as
well as any other capitalized terms used herein for which no definition is
provided.
"Affiliate" of any specified Person means an "affiliate" of such Person,
as such term is defined for purposes of Rule 144 under the Securities Act.
"Asset Sale" means (a) the sale, lease, conveyance or other disposition (a
"disposition") of any assets or rights (including, without limitation, by way of
a sale and leaseback), excluding disposition in the ordinary course of business
(provided that the disposition of all or substantially all of the assets of the
Company and its Subsidiaries taken as a whole will be governed by the provisions
of the Indenture described above under the caption "--Repurchase at the Option
of Holders--Change of Control" and the provisions described above under the
caption "--Certain Covenants--Merger, Consolidation, or Sale of Assets" and not
by the provisions of the Asset Sales covenant), (b) the issue or sale by the
Company or any of its Restricted Subsidiaries of Equity Interests of any of the
Company's Subsidiaries, and (c) any Event of Loss, whether, in the case of
clause (a), (b) or (c), in a single transaction or a series of related
transactions, provided that such transaction or series of transactions (i) has a
fair market value in excess of $1.0 million or (ii) results in the payment of
net proceeds in excess of $1.0 million. Notwithstanding the foregoing, the
following transactions will be deemed not to be Asset Sales: (A) a disposition
of obsolete or excess equipment or other assets; (B) a disposition of assets by
the Company to a Wholly Owned Restricted Subsidiary or by a Wholly Owned
Restricted Subsidiary to the Company or to another Wholly Owned Restricted
Subsidiary; (C) a disposition of Equity Interests by a Wholly Owned Restricted
Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary; (D)
a Permitted Investment or Restricted Payment that is permitted by the Indenture;
(E) a disposition of assets by the Company or any of its Restricted Subsidiaries
to a Person that is an Affiliate of the Company or such restricted Subsidiary
and is engaged in the business of providing marine support vessels and related
services to the oil and gas industry (or a business that is reasonably
complementary or related thereto as determined in good faith by the Board of
Directors), which Person is an Affiliate solely because the Company or such
Restricted Subsidiary has an Investment in such Person, provided that such
transaction complies with the covenant described under the caption "--Certain
Covenants--Transactions with Affiliates"; (F) any charter or lease of any
equipment or other assets entered into in the ordinary course of business and
with respect to which the Company or any Restricted Subsidiary thereof is the
lessor, except any such charter or lease that provides for the acquisition of
such assets by the lessee during or at the end of the term thereof for an amount
that is less than the fair market value thereof at the time the right to acquire
such assets occurs and (G) any trade or exchange by the Company or any
Restricted Subsidiary of equipment or other assets for equipment or other assets
owned or held by another Person, provided that the fair market value of the
assets traded or exchanged by the Company or such Restricted Subsidiary
(together with any cash or Cash Equivalents) is reasonably equivalent to the
fair market value of the assets (together with any cash or Cash Equivalents) to
be received by the Company or such Restricted Subsidiary. The fair market value
of any non-cash proceeds of a disposition of assets and of any assets referred
to in the foregoing clause (G) of this definition shall be determined in the
manner contemplated in the definition of the term "fair market value," the
results of which determination shall be set forth in an Officers' Certificate
delivered to the Trustee.
"Attributable Indebtedness" in respect of a sale-and-leaseback transaction
means, at the time of determination, the present value (discounted at the rate
of interest implicit in such transaction, determined in accordance with GAAP) of
the obligation of the lessee for net rental payments during the remaining term
of the lease included in such sale-and-leaseback transaction (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended). As used in the preceding sentence, the "net rental
payments" under any lease for any such period shall mean the sum of rental and
other payments required to be paid with respect to such period by the lessee
thereunder, excluding any amounts required to be paid by such lessee on account
of maintenance and repairs, insurance, taxes, assessments, water rates or
similar charges. In the case of any lease that is terminable by the lessee upon
payment of penalty, such net rental payment shall also include the amount of
such penalty, but no rent shall be considered as required to be paid under such
lease subsequent to the first date upon which it may be so terminated.
"Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that would
at such time be required to be capitalized on a balance sheet in accordance with
GAAP.
"Capital Stock" means (a) in the case of a corporation, corporate stock,
(b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (c) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited), and (d) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.
"Cash Equivalents" means (a) United States dollars, (b) securities issued
or directly and fully guaranteed or insured by the United States government or
any agency or instrumentality thereof having maturities of not more than six
months from the date of acquisition, (c) certificates of deposit and Eurodollar
time deposits with maturities of six months or less from the date of
acquisition, bankers' acceptances with maturities not exceeding six months and
overnight bank deposits, in each case with any commercial bank organized under
the laws of any country that is a member of the Organization for Economic
Cooperation and Development having capital and surplus in excess of $500
million, (d) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (b) and (c) above
entered into with any financial institution meeting the qualifications specified
in clause (c) above, (e) commercial paper having the highest rating obtainable
from Moody's Investors Service, Inc. or Standard & Poor's Rating Service and in
each case maturing within 270 days after the date of acquisition, (f) deposits
available for withdrawal on demand with any commercial bank not meeting the
qualifications specified in clause (c) above, provided all such deposits do not
exceed $2.0 million in the aggregate at any one time, and (g) money market
mutual funds substantially all of the assets of which are of the type described
in the foregoing clauses (a) through (e).
"Common Stock" means the Common Stock of the Company, par value $.01 per
share.
"Consolidated Cash Flow" means, with respect to any Person for any period,
the Consolidated Net Income of such Person for such period plus, to the extent
deducted or excluded in calculating Consolidated Net Income for such period, (a)
an amount equal to any extraordinary loss plus any net loss realized in
connection with an Asset Sale, (b) provision for taxes based on income or
profits of such Person and its Restricted Subsidiaries, (c) Consolidated
Interest Expense of such Person and its Restricted Subsidiaries and (d)
depreciation and amortization (including amortization of goodwill and other
intangibles but excluding amortization of prepaid cash expenses that were paid
in a prior period) of such Person and its Restricted Subsidiaries, in each case,
on a consolidated basis and determined in accordance with GAAP.
"Consolidated Interest Coverage Ratio" means with respect to any Person
for any period, the ratio of the Consolidated Cash Flow of such Person for such
period to the Consolidated Interest Expense of such Person for such period;
provided, however, that the Consolidated Interest Coverage Ratio shall be
calculated giving pro forma effect to each of the following transactions as if
each such transaction had occurred at the beginning of the applicable four-
quarter reference period: (a) any incurrence, assumption, guarantee or
redemption by the Company or any of its Restricted Subsidiaries of any
Indebtedness (other than revolving credit borrowings) subsequent to the
commencement of the period for which the Consolidated Interest Coverage Ratio is
being calculated but prior to the date on which the event for which the
calculation of the Consolidated Interest Coverage Ratio is made (the
"Calculation Date"); (b) any acquisition that has been made by the Company or
any of its Restricted Subsidiaries, or approved and expected to be consummated
within 30 days of the Calculation Date, including, in each case, through a
merger or consolidation, and including any related financing transactions,
during the four-quarter reference period or subsequent to such reference period
and on or prior to the Calculation Date (in which case Consolidated Cash Flow
for such reference period shall be calculated without giving effect to clause
(c) of the proviso set forth in the definition of Consolidated Net Income); and
(c) any other transaction that may be given pro forma effect in accordance with
Article 11 of Regulation S-X as in effect from time to time; provided further,
however, that (i) the Consolidated Cash Flow attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses
disposed of prior to the Calculation Date, shall be excluded and (ii) the
Consolidated Interest Expense attributable to discontinued operations, as
determined in accordance with GAAP, and operations or businesses disposed of
prior to the Calculation Date, shall be excluded, but only to the extent that
the obligations giving rise to such Consolidated Interest Expense will not be
obligations of the referent Person or any of its Restricted Subsidiaries
following the Calculation Date.
"Consolidated Interest Expense" means, with respect to any Person for any
period, the sum, without duplication, of (a) the consolidated interest expense
of such Person and its Restricted Subsidiaries for such period, whether paid or
accrued (including, without limitation, amortization of original issue discount,
non-cash interest payments, the interest component of any deferred payment
obligations, the interest component of all payments associated with Capital
Lease Obligations, commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers' acceptance financings, and net payments
(if any) pursuant to Hedging Obligations but excluding amortization of debt
issuance costs) and (b) the consolidated interest expense of such Person and its
Restricted Subsidiaries that was capitalized during such period.
"Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP, provided that (a) the Net Income (but not loss) of any Person that is
not a Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the referent Person or a Wholly Owned Restricted
Subsidiary thereof, (b) the Net Income of any Restricted Subsidiary shall be
excluded to the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that Net Income is not at the
date of determination permitted without any prior governmental approval (that
has not been obtained) or, directly or indirectly, by operation of the terms of
its charter or any agreement, instrument, judgment, decree, order, statute, rule
or governmental regulation applicable to that Subsidiary or its stockholders,
(c) the Net Income of any Person acquired in a pooling of interests transaction
for any period prior to the date of such acquisition shall be excluded and (d)
the cumulative effect of a change in accounting principles shall be excluded.
"Consolidated Net Tangible Assets" means, with respect to any person as of
any date, the sum of the amounts that would appear on a consolidated balance
sheet of such Person and its consolidated Restricted Subsidiaries as the total
assets of such Person and its consolidated Restricted Subsidiaries, determined
on a consolidated basis in accordance with GAAP and after deducting therefrom,
(a) to the extent otherwise included, unamortized debt discount and expenses and
other unamortized deferred charges, goodwill, patents, trademarks, service
marks, trade names, copyrights, licenses, organization or development expenses
and other intangible items, and (b) the aggregate amount of liabilities of the
Company and its Restricted Subsidiaries which may be properly classified as
current liabilities (including tax accrued as estimated), determined on a
consolidated basis in accordance with GAAP.
"Consolidated Net Worth" means, with respect to any Person as of any date,
the sum of (a) the consolidated equity of the common stockholders of such Person
and its consolidated Restricted Subsidiaries as of such date plus (b) the
respective amounts reported on such Person's balance sheet as of such date with
respect to any series of preferred stock (other than Disqualified Stock) that by
its terms is not entitled to the payment of dividends unless such dividends may
be declared and paid only out of net earnings in respect of the year of such
declaration and payment, but only to the extent of any cash received by such
Person upon issuance of such preferred stock, less (i) all write-ups (other than
write-ups resulting from foreign currency translations and write-ups of tangible
assets of a going concern business made within 12 months after the acquisition
of such business) subsequent to the date of the Indenture in the book value of
any asset owned by such Person or a consolidated Restricted Subsidiary of such
Person, (ii) all investments as of such date in unconsolidated Subsidiaries and
in Persons that are not Restricted Subsidiaries and (iii) all unamortized debt
discount and expense and unamortized deferred charges as of such date, in each
case determined in accordance with GAAP.
"Credit Facility" means that certain Revolving Credit Agreement, dated as
of July 26, 1996, as amended, by and among the Company, its Subsidiaries named
therein, BankBoston, N.A., Hibernia National Bank and First National Bank of
Commerce, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, in each case as
amended, restated, modified, supplemented, extended, renewed, replaced,
refinanced or restructured from time to time, whether by the same or any other
agent or agents, lender or group of lenders, whether represented by one or more
agreements and whether one or more Subsidiaries are added or removed as
borrowers or guarantors thereunder or as parties thereto.
"Default" means any event that is or with the passage of time or the
giving of notice or both would be an Event of Default.
"Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures (excluding any
maturity as a result of an optional redemption by the issuer thereof) or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder thereof, in whole or in part, on or
prior to the date that is 91 days after the date on which the Notes mature or
are redeemed or retired in full; provided, however, that any Capital Stock that
would constitute Disqualified Stock solely because the holders thereof (or of
any security into which it is convertible or for which it is exchangeable) have
the right to require the issuer to repurchase such Capital Stock (or such
security into which it is convertible or for which it is exchangeable) upon the
occurrence of any of the events constituting an Asset Sale or a Change of
Control shall not constitute Disqualified Stock if such Capital Stock (and all
such securities into which it is convertible or for which it is exchangeable)
provides that the issuer thereof will not repurchase or redeem any such Capital
Stock (or any such security into which it is convertible or for which it is
exchangeable) pursuant to such provisions prior to compliance by the Company
with the provisions of the Indenture described under the caption "Repurchase at
the Option of Holders--Change of Control" or "Repurchase at the Option of
Holders--Asset Sales," as the case may be.
"Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).
"Event of Loss" means, with respect to any property or asset of the
Company or any Restricted Subsidiary, (a) any damage to such property or asset
that results in an insurance settlement with respect thereto on the basis of a
total loss or a constructive or compromised total loss or (b) the confiscation,
condemnation or requisition of title to such property or asset by any government
or instrumentality or agency thereof. An Event of Loss shall be deemed to occur
as of the date of the insurance settlement, confiscation, condemnation or
requisition of title, as applicable.
"Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Credit Facility) in
existence on the date of the Indenture, until such amounts are repaid.
The term "fair market value" means, with respect to any asset or
Investment, the fair market value of such asset or Investment at the time of the
event requiring such determination, as determined in good faith by the Board of
Directors of the Company, or, with respect to any asset or Investment in excess
of $5.0 million (other than cash or Cash Equivalents), as determined by a
reputable appraisal firm that is, in the judgment of such Board of Directors,
qualified to perform the task for which such firm has been engaged and
independent with respect to the Company.
"Funded Indebtedness" means any Indebtedness for money borrowed that by
its terms matures at, or is extendible or renewable at the option of the obligor
to, a date more than 12 months after the date of the incurrence of such
Indebtedness.
"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession of the United States, which are in effect from time to time.
"Hedging Obligations" means, with respect to any person, the obligations
of such Person under (a) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements, (b) other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates and (c) any foreign currency futures contract, option or similar agreement
or arrangement designed to protect such Person against fluctuations in foreign
currency rates, in each case to the extent such obligations are incurred in the
ordinary course of business of such Person.
"Indebtedness" means, with respect to any Person, any indebtedness of such
Person, whether or not contingent, in respect of borrowed money or evidenced by
bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof) or banker's acceptances or
representing Capital Lease Obligations or the balance deferred and unpaid of the
purchase price of any property or representing any Hedging Obligations, except
any such balance that constitutes an accrued expense or trade payable, if and to
the extent any of the foregoing indebtedness (other than letters of credit and
Hedging Obligations) would appear as a liability upon a balance sheet of such
Person prepared in accordance with GAAP. The amount of any Indebtedness
outstanding as of any date shall be (a) the accreted value thereof, in the case
of any Indebtedness that does not require current payments of interest, and (b)
the principal amount thereof, in the case of any other Indebtedness.
"Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees by the referent Person of, and Liens on any
assets of the referent Person securing, Indebtedness or other obligations of
other Persons), advances or capital contributions (excluding commission, travel
and similar advances to officers and employees made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities, together with all items that are or would
be classified as investments on a balance sheet prepared in accordance with
GAAP; provided, however, that the following shall not constitute Investments:
(i) extensions of trade credit or other advances to customers on commercially
reasonable terms in accordance with normal trade practices or otherwise in the
ordinary course of business, (ii) Hedging Obligations and (iii) endorsements of
negotiable instruments and documents in the ordinary course of business. If the
Company or any Restricted Subsidiary of the Company sells or otherwise disposes
of any Equity Interests of any direct or indirect Restricted Subsidiary of the
Company such that, after giving effect to any such sale or disposition, such
Person is no longer a Restricted Subsidiary of the Company, the Company shall be
deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the Equity Interests of such Restricted
Subsidiary not sold or disposed of in an amount determined as provided in the
final paragraph of the covenant described above under the caption "--Certain
Covenants--Restricted Payments."
"Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction other
than a precautionary financing statement respecting a lease not intended as a
security agreement).
"Make Whole Amount" with respect to a Note means an amount equal to the
excess, if any, of (i) the present value of the remaining interest, premium and
principal payments due on such Note as if such Note were redeemed on August 1,
2001, computed using a discount rate equal to the Treasury Rate plus 50 basis
points, over (ii) the outstanding principal amount of such Note. "Treasury
Rate" is defined as the yield to maturity at the time of the computation of
United States Treasury securities with a constant maturity (as compiled by and
published in the most recent Federal Reserve Statistical Release H.15(519),
which has become publicly available at least two business days prior to the date
of the redemption notice or, if such Statistical Release is no longer published,
any publicly available source of similar market date) most nearly equal to the
then remaining maturity of the Notes assuming redemption of the Notes on
August 1, 2001; provided, however, that if the Make-Whole Average Life of such
Note is not equal to the constant maturity of the United States Treasury
security for which a weekly average yield is given, the Treasury Rate shall be
obtained by linear interpolation (calculated to the nearest one-twelfth of a
year) from the weekly average yields of United States Treasury securities for
which such yields are given, except that if the Make-Whole Average Life of such
Notes is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be
used. "Make-Whole Average Life" means the number of years (calculated to the
nearest one-twelfth) between the date of redemption and August 1, 2001.
"Make-Whole Price" with respect to a Note means the greater of (i) the sum
of the outstanding principal amount and Make-Whole Amount of such Note, and (ii)
the redemption price of such Note on August 1, 2001, determined pursuant to the
Indenture (104.250% of the principal amount).
"Net Income" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (a) any gain (but not
loss), together with any related provision for taxes on such gain (but not
loss), realized in connection with (i) any Asset Sale (including, without
limitation, dispositions pursuant to sale-and-leaseback transactions) or (ii)
the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries and (b) any extraordinary or nonrecurring gain (but
not loss), together with any related provision for taxes on such extraordinary
or nonrecurring gain (but not loss).
"Net Proceeds" means the aggregate cash proceeds received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale (including
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of (without duplication)
(a) the direct costs relating to such Asset Sale (including, without limitation,
legal, accounting and investment banking fees, sales commissions, recording
fees, title transfer fees, title insurance premiums, appraiser fees and costs
incurred in connection with preparing such assets for sale) and any relocation
expenses incurred as a result thereof, (b) taxes paid or estimated to be payable
as a result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), (c) amounts required to be applied
to the repayment of Indebtedness (other than under the Credit Facility) secured
by a Lien on the asset or assets that were the subject of such Asset Sale, (d)
any reserve established in accordance with GAAP or any amount placed in escrow,
in either case for adjustment in respect of the sale price of such asset or
assets, until such time as such reserve is reversed or such escrow arrangement
is terminated, in which case Net Proceeds shall include only the amount of the
reserve so reversed or the amount returned to the Company or its Restricted
Subsidiaries from such escrow arrangement, as the case may be.
"Non-Recourse Debt" means Indebtedness (a) as to which neither the Company
nor any of its Restricted Subsidiaries (i) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute
Indebtedness) or is otherwise directly or indirectly liable (as a guarantor or
otherwise) or (ii) constitutes the lender, (b) no default with respect to which
(including any rights the holders thereof may have to take enforcement action
against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or
both) the holders of Indebtedness of the Company or any of its Restricted
Subsidiaries to declare a default on such Indebtedness or cause the payment
thereof to be accelerated or payable prior to its stated maturity and (c) as to
which the lenders have been notified in writing that they will not have any
recourse to the stock or assets of the Company or any of its Restricted
Subsidiaries, except to the extent of any Indebtedness incurred by the Company
or any of its Restricted Subsidiaries in accordance with clause (a)(i) above.
"Pari Passu Indebtedness" means, with respect to any Net Proceeds from
Assets Sales, Indebtedness of the Company and its Restricted Subsidiaries the
terms of which require the Company or such Restricted Subsidiary to apply such
Net Proceeds to offer to repurchase such Indebtedness.
"Permitted Investments" means (a) any Investment in the Company or in a
Wholly Owned Restricted Subsidiary of the Company, (b) any Investment in Cash
Equivalents, (c) any Investment by the Company or any Restricted Subsidiary of
the Company in a Person if as a result of such Investment (i) such Person
becomes a Wholly Owned Restricted Subsidiary of the Company or (ii) such Person
is merged, consolidated or amalgamated with or into, or transfers or conveys all
or substantially all of its assets to, or is liquidated into, the Company or a
Wholly Owned Restricted Subsidiary of the Company, (d) any Investment made as a
result of the receipt of non-cash consideration from (i) an Asset Sale that was
made pursuant to and in compliance with the covenant described above under the
caption "--Repurchase at the Option of Holders--Asset Sales" or (ii) a
disposition of assets that does not constitute an Asset Sale and (e) Investments
in a Person engaged principally in the business of providing marine support
vessels and related services to the oil and gas industry or businesses
reasonably complementary or related thereto provided that the aggregate amount
of such Investments pursuant to this clause (e) in Persons that are not
Restricted Subsidiaries or the Company shall not exceed $20.0 million at any one
time.
"Permitted Liens" means (a) Liens securing Indebtedness incurred pursuant
to clause (a) of the second paragraph of the covenant entitled "--Incurrence of
Indebtedness and Issuance of Preferred Stock" plus additional Indebtedness under
the Credit Facility not to exceed an amount equal to 15% of Consolidated Net
Tangible Assets, (b) Liens in favor of the Company and its Restricted
Subsidiaries, (c) Liens on property of a Person existing at the time such Person
is merged into or consolidated with the Company or any Restricted Subsidiary of
the Company, provided that such Liens were in existence prior to its
contemplation of such merger or consolidation and do not extend to any property
other than those of the Person merged into or consolidated with the Company or
any of its Restricted Subsidiaries, (d) Liens on property existing at the time
of acquisition thereof by the Company or any Restricted Subsidiary of the
Company, provided that such Liens were in existence prior to its contemplation
of such acquisition and do not extend to any other property, (e) Liens to secure
the performance of statutory obligations, surety or appeal bonds, bid or
performance bonds, insurance obligations or other obligations of a like nature
incurred in the ordinary course of business, (f) Liens securing Hedging
Obligations, (g) Liens existing on the date of the Indenture, (h) Liens securing
Non-Recourse Debt, (i) any interest or title of a lessor under a Capital Lease
Obligation or an operating lease, (j) Liens arising by reason of deposits
necessary to obtain standby letters of credit in the ordinary course of
business, (k) Liens on real or personal property or assets of the Company or a
Restricted Subsidiary thereof to secure Indebtedness incurred for the purpose of
(i) financing all or any part of the purchase price of such property or assets
incurred prior to, at the time of, or within 120 days after, the acquisition of
such property or assets or (ii) financing all or any part of the cost of
construction of any such property or assets, provided that the amount of any
such financing shall not exceed the amount expended in the acquisition of, or
the construction of, such property or assets and such Liens shall not extend to
any other property or assets of the Company or a Restricted Subsidiary (other
than any associated accounts, contracts and insurance proceeds), (l) Liens
securing Permitted Refinancing Indebtedness with respect to any Indebtedness
referred to in clause (k) above, and (m) Liens incurred in the ordinary course
of business of the Company or any Restricted Subsidiary of the Company with
respect to obligations that do not exceed $5.0 million at any one time
outstanding and that (1) are not incurred in connection with the borrowing of
money or the obtaining of advances or credit (other than trade credit in the
ordinary course of business) and (2) do not in the aggregate materially detract
from the value of the property or materially impair the use thereof in the
operation of business by the Company or such Restricted Subsidiary.
"Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries;
provided, however, that (a) the principal amount (or accreted value, if
applicable) of such Permitted Refinancing Indebtedness does not exceed the
principal amount of (or accreted value, if applicable) plus premium, if any, and
accrued interest on the Indebtedness so extended, refinanced, renewed, replaced,
defeased or refunded (plus the amount of reasonable expenses incurred in
connection therewith); (b) such Permitted Refinancing Indebtedness has a final
maturity date no earlier than the final maturity date of, and has a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to
Maturity of, the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; (c) if the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded is subordinated in right of payment to
the Notes, such Permitted Refinancing Indebtedness is subordinated in right of
payment to the Notes on terms at least as favorable to the holders of Notes as
those contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded and (d) such Indebtedness is
incurred either by the Company or by the Restricted Subsidiary that is the
obligor on the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; provided, however, that a Restricted Subsidiary may
guarantee Permitted Refinancing Indebtedness incurred by the Company, whether or
not such Restricted Subsidiary was an obligor or guarantor of the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded, provided
further, however, that if such Permitted Refinancing Indebtedness is
subordinated to the Notes, such guarantee shall be subordinated to such
Restricted Subsidiary's Subsidiary Guarantee to at least the same extent.
"Productive Assets" means vessels or other assets (other than assets that
would be classified as current assets in accordance with GAAP) of the kind used
or usable by the Company or its Restricted Subsidiaries in the business of
providing marine support vessels and related services to the oil and gas
industry (or any business that is reasonably complementary or related thereto as
determined in good faith by the Board of Directors).
"Qualified Equity Offering" means (a) any sale of Equity Interests (other
than Disqualified Stock) of the Company pursuant to an underwritten offering
registered under the Securities Act or (b) any sale of Equity Interests (other
than Disqualified Stock) of the Company so long as, at the time of consummation
of such sale, the Company has a class of common equity securities registered
pursuant to Section 12(b) or Section 12(g) under the Exchange Act.
"Restricted Investment" means an Investment other than a Permitted
Investment.
"Restricted Subsidiary" of a Person means any Subsidiary of such Person
that is not an Unrestricted Subsidiary.
"Significant Subsidiary" means (a) any Restricted Subsidiary of the
Company that would be a "significant subsidiary" as defined in Article 1, Rule
1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such
Regulation is in effect on the date of Indenture, (b) any other Restricted
Subsidiary of the Company that provides a guarantee under the Credit Facility or
incurs any Funded Indebtedness and (c) their respective successors and assigns.
"Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.
"Subsidiary" means, with respect to any Person, (a) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (b) any partnership (i) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (ii)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof).
"Unrestricted Subsidiary" means any Subsidiary that is designated by the
Board of Directors as an Unrestricted Subsidiary pursuant to a resolution of the
Board of Directors, but only to the extent that such Subsidiary at the time of
such designation (a) has no Indebtedness other than Non-Recourse Debt, (b) is
not party to any agreement, contract, arrangement or understanding with the
Company or any Restricted Subsidiary of the Company unless such agreement,
contract, arrangement or understanding does not violate the terms of the
Indenture described under the caption "--Certain Covenants--Transactions with
Affiliates," and (c) is a Person with respect to which neither the Company nor
any of its Restricted Subsidiaries has any direct or indirect obligation (i) to
subscribe for additional Equity Interests or (ii) to maintain or preserve such
Person's financial condition or to cause such Person to achieve any specified
levels of operating results, in each case, except to the extent otherwise
permitted by the Indenture. Any such designation by the Board of Directors
shall be evidenced to the Trustee by filing with the Trustee a certified copy of
the resolution of the Board of Directors giving effect to such designation and
an Officers' Certificate certifying that such designation complied with the
foregoing conditions and was permitted by the covenant described above under the
caption "--Certain Covenants--Restricted Payments." If, at any time, any
Unrestricted Subsidiary would fail to meet the foregoing requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary
shall be deemed to be incurred by a Restricted Subsidiary of the Company as of
such date (and, if such Indebtedness is not permitted to be incurred as of such
date under the covenant described under the caption "--Incurrence of
Indebtedness and Issuance of Preferred Stock," the Company shall be in default
of such covenant). The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary, provided
that such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (A) such
Indebtedness is permitted under the covenant described under the caption "--
Incurrence of Indebtedness and Issuance of Preferred Stock," calculated on a pro
forma basis as if such designation had occurred at the beginning of the four-
quarter reference period, and (B) no Default or Event of Default would be in
existence following such designation.
"Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the sum
of the products obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (ii) the
number of years (calculated to the nearest one twelfth) that will elapse between
such date and the making of such payment, by (b) the then outstanding principal
amount of such Indebtedness.
"Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person to the extent (a) all of the outstanding Capital Stock
or other ownership interests of which (other than directors' qualifying shares)
shall at the time be owned directly or indirectly by such Person or (b) such
Restricted Subsidiary is organized in a foreign jurisdiction and is required by
the applicable laws and regulations of such foreign jurisdiction to be
partially owned by the government of such foreign jurisdiction or individual or
corporate citizens of such foreign jurisdiction in order for such Restricted
Subsidiary to transact business in such foreign jurisdiction, provided that such
Person, directly or indirectly, owns the remaining Capital Stock or ownership
interests in such Restricted Subsidiary and, by contract or otherwise, controls
the management and business of such Restricted Subsidiary and derives the
economic benefits of ownership of such Restricted Subsidiary to substantially
the same extent as if such Subsidiary were a wholly owned Restricted Subsidiary.
LEGAL MATTERS
The validity of the Notes will be passed upon by Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P., New Orleans, Louisiana.
EXPERTS
The consolidated balance sheet as of December 31, 1995 and 1996 and the
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1996, and related
financial statement schedule incorporated by reference in this Prospectus, have
been incorporated herein in reliance on the reports of Coopers & Lybrand,
L.L.P., independent accountants, given on the authority of that firm as experts
in accounting and auditing.
No dealer, salesman or other $110,000,000
individual has been authorized to
give any information or to make TRICO MARINE
any representations not in, or SERVICES, INC.
incorporated in, this Prospectus,
in connection with the Exchange Offer for All Outstanding
Offer covered by this Prospectus. 8 1/2% Series A Senior Notes Due 2005
If given or made, such information in Exchange for
or representations must not be 8 1/2% Series B Senior Notes Due 2005
relied upon as having been
authorized by the Company. This
Prospectus does not constitute an
offer to sell, or a solicitation
of an offer to buy, any security
other than the New Notes offered
hereby, nor does it constitute an
offer to sell or a solicitation of
an offer to buy any of the New PROSPECTUS
Notes to anyone or by anyone in
any jurisdiction where, or to any
person to whom, it would be
unlawful to make such an offer or
solicitation. Neither the
delivery of this Prospectus nor
any sale made hereunder shall,
under any circumstances, create an
implication that there has not August 13, 1997
been a change in the information
set forth in this Prospectus or
incorporated by reference herein
or in the affairs of the Company
since the date hereof.
_______________
TABLE OF CONTENTS
Page
Available Information i
Incorporation of Certain Documents
by Reference i
Summary 1
Risk Factors 6
Use of Proceeds 11
Capitalization 11
Selected Consolidated Financial
and
Operating Data 12
Exchange Offer 14
Description of the Notes 21
Legal Matters 43
Experts 44
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify its directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of 1933,
as amended (the "Securities Act"). In addition, the Registrant's bylaws provide
for the indemnification of directors and officers against expenses and
liabilities incurred in connection with defending actions brought against them
for negligence or misconduct in their official capacities. The Registrant also
has indemnity agreements with each of its directors that provide for
indemnification of such directors. The Registrant has purchased insurance
permitted by the Delaware General Corporation Law on behalf of directors and
officers, which may cover liabilities under the Securities Act.
Item 21. Exhibits and Financial Statement Schedules.
The following is a list of all exhibits filed as part of this Registration
Statement.
Exhibit
Number Description of Exhibits
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
L.L.P. as to the legality of the Notes.
12 Statement regarding Ratio of Earnings to Fixed Charges.
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
L.L.P. (included in Exhibit 5).
24.1 Power of Attorney (included in Signature Page to the Registration
Statement).
Statement of Eligibility of Texas Commerce Bank National
25.1 Association.
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
Item 22. Undertakings.
The Registrant hereby undertakes the following:
(a) 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 15(d) of the Exchange Act 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.
(b) 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 foregoing provisions described under
Item 20 or otherwise, each of the registrants has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by any of the registrants of expenses
incurred or paid by a director, officer, or controlling person of such
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 registrants 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
(c) Each of the undersigned registrants hereby undertakes to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of
receipt of such request, and to send the incorporated document by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.
(d) Each of the undersigned registrants hereby undertakes to supply by
means of a post-effective amendment all information concerning a transaction,
and the company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houma, State of
Louisiana, on July 31, 1997.
TRICO MARINE SERVICES, INC.
By: /s/ Thomas E. Fairley
-------------------------
Thomas E. Fairley,
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints Thomas E.
Fairley, Ronald O. Palmer or Victor M. Perez, or any one of them,
his true and lawful attorney-in-fact and agent, with full power of
substitution, 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 attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or
substitutes 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Thomas E. Fairley Director, President and July 31, 1997
- ----------------------- Chief Executive Officer
Thomas E. Fairley
/s/ Ronald O. Palmer Chairman of the Board July 31, 1997
- -----------------------
Ronald O. Palmer
/s/ Victor M. Perez Vice President, July 31, 1997
- ----------------------- Treasurer (Principal
Victor M. Perez Financial Officer)
/s/ Kenneth W. Bourgeois Vice President and July 31, 1997
- ----------------------- Controller (Principal
Kenneth W. Bourgeois Accounting Officer)
/s/ Benjamin F. Bailar Director July 31, 1997
- -----------------------
Benjamin F. Bailar
/s/ H. K. Acord Director July 31, 1997
- -----------------------
H. K. Acord
/s/ Garth H. Greimann Director July 31, 1997
- -----------------------
Garth H. Greimann
/s/ Edward C. Hutcheson, Director July 31, 1997
Jr.
- -----------------------
Edward C. Hutcheson, Jr.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houma, State of
Louisiana, on July 31, 1997.
TRICO MARINE ASSETS, INC.
By: /s/ Thomas E. Fairley
-------------------------
Thomas E. Fairley
President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Thomas E. Fairley, Ronald O. Palmer
or Victor M. Perez, or any one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution, 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 attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Thomas E. Fairley President and Chief July 31, 1997
- ------------------------ Executive Officer
Thomas E. Fairley
/s/ Ronald O. Palmer Director and Executive July 31, 1997
- ------------------------ Vice President
Ronald O. Palmer
/s/ Victor M. Perez Vice President, July 31, 1997
- ------------------------ Treasurer (Principal
Victor M. Perez Financial Officer)
/s/ Kenneth W. Bourgeois Vice President and July 31, 1997
- ------------------------ Controller (Principal
Kenneth W. Bourgeois Accounting Officer)
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houma, State of
Louisiana, on July 31, 1997.
TRICO MARINE OPERATORS, INC.
By: /s/ Thomas E. Fairley
-------------------------
Thomas E. Fairley,
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints Thomas E.
Fairley, Ronald O. Palmer or Victor M. Perez, or any one of them,
his true and lawful attorney-in-fact and agent, with full power of
substitution, 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 attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or
substitutes 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Thomas E. Fairley Director, President and July 31, 1997
- ---------------------- Chief Executive Officer
Thomas E. Fairley
/s/ Ronald O. Palmer Executive Vice President July 31, 1997
- ----------------------
Ronald O. Palmer
/s/ Victor M. Perez Vice President, July 31, 1997
- ---------------------- Treasurer (Principal
Victor M. Perez Financial Officer)
/s/ Kenneth W. Bourgeois Vice President and July 31, 1997
- ------------------------ Controller (Principal
Kenneth W. Bourgeois Accounting Officer)
EXHIBIT 5
Jones, Walker
Waechter, Poitevent
Carrere & Denegre, L.L.P.
August 11, 1997
Trico Marine Services, Inc.
250 North American Court
Houma, Louisiana 70363
Re: Trico Marine Services, Inc.
Registration Statement on Form S-4
$110,000,000 aggregate principal amount of
8 1/2% Series B Senior Notes due 2005 and Guarantees
Gentlemen:
We have acted as your counsel in connection with the
preparation of the registration statement on Form S-4 (the
"Registration Statement") filed by Trico Marine Services, Inc.
(the "Company"), Trico Marine Assets, Inc. ("Assets") and Trico
Marine Operators, Inc. ("Operators," and together with Assets,
the "Guarantors") under the Securities Act of 1933, as amended,
with the Securities and Exchange Commission (the "Commission")
on the date hereof with respect to the Company's offer to
exchange (the "Exchange Offer") up to $110 million aggregate
principal amount of the Company's 8 1/2% Series B Senior Nates due
2005 (the "New Notes") for a like principal amount of the
Company's 8 1/2% Series A Senior Notes due 2005 (the "Old Notes").
The Guarantors will guarantee (the "Guarantees") the New Notes
on a senior unsecured basis. The New Notes and Guarantees will
be offered under an Indenture dated as of July 21, 1997, by and
among the Company, the Guarantors and Texas Commerce Bank
National Association, as trustee (the "Indenture").
In so acting, we have examined originals, or photostatic
or certified copies, of the Indenture, the form of the New
Notes and such records of the Company, certificates of officers
of the Company and of public officials, and such other
documents as we have deemed relevant. In such examination, we
have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of
the originals of such documents.
Based upon the foregoing, and subject to the
qualifications stated herein, we are of the opinion that:
1. When (i) the New Notes upon consummation of the
Exchange Offer have been duly executed by the Company and
authenticated by the trustee therefor in accordance with
the terms of the Indenture and (ii) the New Notes issuable
upon consummation of the Exchange Offer have been duly
delivered against receipt of Old Notes surrendered in
exchange therefor, the New Notes issuable upon
consummation of the Exchange Offer will constitute the
legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their
terms, subject to any applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization or similar law
affecting the rights of creditors generally and general
principles of equity and will be entitled to the benefits
of the Indenture.
2. When (i) the New Notes upon consummation of the
Exchange Offer have been duly executed by the Company and
authenticated by the trustee therefor in accordance with
the terms of the Indenture and (ii) the New Notes issuable
upon consummation of the Exchange Offer have been duly
delivered against receipt of Old Notes surrendered in
exchange therefor, the Guarantees of the New Notes
issuable by each Guarantor upon consummation of the
Exchange Offer will constitute the legal, valid and
binding obligations of such Guarantor, enforceable against
it in accordance with their terms, subject to any
applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization or similar law affecting the rights of
creditors generally and general principles of equity and
will be entitled to the benefits of the Indenture.
The foregoing opinion is limited in all respects to the
laws of the State of New York and federal laws.
We consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to us in the
prospectus included therein under the caption "Legal Matters."
In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the general rules
and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Jones, Walker Waechter,
Poitevent, Carrerre & Denegre, L.L.P.
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
EXHIBIT 12
TRICO MARINE SERVICES, INC.
EXHIBIT 12
STATEMENT OF COMPUTATION OF RATIO OF EARNINGS
TO FIXED CHARGES
(In thousands, except ratios)
<TABLE>
<CAPTION>
Two months
ended Three Months
December 31, Year ended December 31, Ended March 31,
---------------------------------- -------------------
1993 1994 1995(1) 1996 1996 1997
------------ -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net income (loss) $ 846 $ 486 $(1,299) $ 9,974 $ 364 $ 6,671
Income tax expense (benefit) 564 226 (670) 5,814 188 3,592
------------ -------- -------- -------- -------- ---------
Earnings from continuing
operations before income
taxes $ 1,410 $ 712 $(1,969) $15,788 $ 552 $10,263
============ ======== ======== ======== ======== =========
Fixed charges
Interest on long-term
debt $ 620 $ 3,767 $ 3,850 $ 2,282 $ 1,036 $ 726
Amortization of deferred
financing costs 60 344 381 197 102 17
------------ -------- -------- -------- -------- ---------
Total fixed
charges $ 680 $ 4,111 $ 4,231 $ 2,479 $ 1,138 $ 743
============ ======== ======== ======== ======== =========
Earnings from continuing
operations before income
taxes and fixed charges $ 2,090 $ 4,823 $ 2,262 $18,267 $ 1,690 $11,006
============ ======== ======== ======== ======== =========
Ratio of earnings to fixed
charges 3.1 1.2 0.5 7.4 1.5 14.8
============ ======== ======== ======== ======== =========
(1) Earnings were insufficient to cover fixed charges, and fixed charges
exceeded earnings by approximately $2.0 million.
</TABLE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on
Form S-4 of our reports dated February 12, 1997, on our audits
of the financial statements and financial statement schedule of
Trico Marine Services, Inc. as of December 31, 1996 and 1995
and for the years ended December 31, 1996, 1995 and 1994. We
also consent to the reference to our firm under the caption
"Experts."
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
New Orleans, Louisiana
August 13, 1997
EXHIBIT 25.1
=============================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____
____________________
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
74-0800980
(I.R.S. Employer Identification Number)
712 Main Street, Houston, Texas 77002
(Address of principal executive offices) (Zip code)
Lee Boocker, 712 Main Street, 26th Floor
Houston, Texas 77002 (713) 216-2448
(Name, address and telephone number of agent for service)
TRICO MARINE SERVICES, INC.
TRICO MARINE ASSETS, INC.
TRICO MARINE OPERATORS, INC.
(Exact name of obligor as specified in its charter)
Delaware 72-1252405
Delaware 72-1252404
Louisiana 72-1096124
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2401 Fountain View, Suite 626, Houston, Texas 77057
(Address of principal executive offices) (Zip code)
Series A and Series B
8 1/2% Senior Notes Due 2005
(Title of indenture securities)
=============================================
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Comptroller of the Currency, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington,
D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with the obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
The obligor is not an affiliate of the trustee. (See Note on
Page 7.)
Item 3. Voting Securities of the trustee.
Furnish the following information as to each class of voting
securities of thetrustee.
Col. A Col. B
Title of class Amount outstanding
-------------- ------------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 4. Trusteeships under other indentures.
If the trustee is a trustee under another indenture under which
any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, furnish the following information:
(a) Title of the securities outstanding under each such other
indenture.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 4. (Continued)
(b) A brief statement of the facts relied upon as a basis for
the claim that no conflicting interest within the meaning of
Section 310(b)(1) of the Act arises as a result of the
trusteeship under any such other indenture, including a
statement as to how the indenture securities will rank as
compared with the securities issued under such other indenture.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 5. Interlocking directorates and similar relationships with
obligor or underwriters.
If the trustee or any of the directors or executive officer of
the trustee is a director, officer, partner, employee,
appointee, or representative of the obligor or of any
underwriter for the obligor, identify each such person having
any such connection and state the nature of each such
connection.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 6. Voting securities of the trustee owned by the obligor or
its officials.
Furnish the following information as to the voting securities
of the trustee owned beneficially by the obligor and each
director, partner and executive officer of the obligor.
Col. A Col. B Col. C Col. D
Percentage of
voting securities
represented by
Amount owned amount given in
Name of owner Title of class beneficially Col. C
------------- -------------- ------------- -----------------
Not applicable by virtue of Form T-1 General Instruction B
and response to Item 13.
Item 7. Voting securities of the trustee owned by underwritersor
their officials.
Furnish the following information as to the voting securities
of the trustee owned beneficially by each underwriter for the
obligor and each director, partner and executive officer of
each such underwriter.
Col. A Col. B Col. C Col. D
Percentage of
voting securities
represented by
Amount owned amount given in
Name of owner Title of class beneficially Col. C
------------- -------------- ------------ ----------------
Not applicable by virtue of Form T-1 General Instruction B
and response to Item 13.
Item 8. Securities of the obligor owned or held by the trustee.
Furnish the following information as to the securities of the
obligor owned beneficially or held as collateral security for
obligations in default by the trustee.
Col. A Col. B Col. C Col. D
Amount owned
Whether the beneficially or Percent of
securities held as collateral class
are voting security for represented by
or nonvoting obligations in amount given
Title of class securities default in Col. C
-------------- ------------ ----------------- ---------------
Not applicable by virtue of Form T-1 General Instruction B
and response to Item 13.
Item 9. Securities of underwriters owned or held by the trustee.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the
obligor, furnish the following information as to each class of
securities of such underwriter any of which are so owned or held by
the trustee.
Col. A Col. B Col. C Col. D
Amount owned
beneficially or Percent of
held as collateral class
Title of issuer security for represented by
and Amount obligations in amount given
Title of class outstanding default by trustee in Col. C
-------------- ----------- ------------------ ----------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 10.Ownership or holdings by the trustee of voting securities of certain
affiliates or security holders of the obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the
knowledge of the trustee (1) owns 10% or more of the voting securities
of the obligor or (2) is an affiliate, other than a subsidiary, of the
obligor, furnish the following information as to the voting securities
of such person.
Col. A Col. B Col. C Col. D
Amount owned
beneficially or Percent of
held as collateral class
Title of issuer security for represented by
and Amount obligations in amount given
Title of class outstanding default by trustee in Col. C
--------------- ----------- ------------------ ---------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 11.Ownership or holdings by the trustee of any securities of a person
owning 50% or more of the voting securities of the obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge
of the trustee, owns 50% or more of the voting securities of the
obligor, furnish the following information as to each class of
securities or such person any of which are so owned or held by the
trustee.
Col. A Col. B Col. C Col. D
Amount owned
beneficially or Percent of
held as collateral class
Title of issuer security for represented by
and Amount obligations in amount given
Title of class outstanding default by trustee in Col. C
-------------- ----------- ------------------ --------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 12.Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is indebted to
the trustee, furnish the following information:
Col. A Col. B Col. C
Nature of Amount
Indebtedness Outstanding Date Due
------------ ----------- ---------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 13.Defaults by the Obligor.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such
default.
There is not, nor has there been, a default with respect to the
securities under this indenture. (See Note on Page 7.)
Item 13. (Continued)
(b) If the trustee is a trustee under another indenture under which
any securities, or certificates of interest or participation in
any other securities, of the obligor are outstanding, or is
trustee for more than one outstanding series of securities under
the indenture, state whether there has been a default under any
such indenture or series, identify the indenture or series
affected, and explain the nature of any such default.
There has not been a default under any such indenture or series.
(See Note on Page 7.)
Item 14.Affiliations with the Underwriters.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 15.Foreign Trustee.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be
qualified under the Act.
Not applicable.
Item 16.List of Exhibits.
List below all exhibits filed as part of this statement of eligibility.
1. A copy of the articles of association of the trustee now in
effect. (1)
2. A copy of the certificate of authority of the trustee to commence
business. (2)
3. A copy of the certificate of authorization of the trustee to
exercise corporate trust powers issued by the Board of Governors
of the Federal Reserve System under date of January 21, 1948. (3)
4. A copy of the existing bylaws of the trustee. (4)
5. Not applicable.
6. The consent of United States institutional trustees required by
Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising
or examining authority.
8. Not applicable.
9. Not applicable.
_______________________
(1) Incorporated by reference to exhibit bearing the same designation
and previously filed with the Securities and Exchange Commission as
exhibits to the Form S-3 File No. 33-56195.
(2) Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as exhibits
to the Form S-3 File No. 33-42814.
(3) Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as exhibits
to the Form S-11 File No. 33-25132.
(4) Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as exhibits
to the Form S-3 File No. 33-65055.
(5) Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as exhibits
to the Form S-3 File No. 333-26519.
____________________
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base responsive answers to Items 2 and 13,
the answers to said Items are based on incomplete information. Such Items
may, however, be considered as correct unless amended by an amendment to this
Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Texas Commerce Bank National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Houston, and State of Texas, on the 8 day of August, 1997.
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
(Trustee)
By: /s/ Rebecca A. Newman
------------------------
Rebecca A. Newman
Vice President and Trust Officer
Exhibit 6
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
The undersigned is trustee under an indenture dated as of July 21,
1997, between Trico Marine Services, Inc., a Delaware corporation, Trico
Marine Assets, Inc., a Delaware corporation and Trico Marine Operators,
Inc., a Louisiana corporation, as Obligors, and Texas Commerce Bank National
Association, as Trustee, entered into in connection with the issuance of
their 8 1/2 % Senior Notes Due 2005.
In accordance with Section 321(b) of the Trust Indenture Act of
1939, the undersigned hereby consents that reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
Very truly yours,
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By: /s/Rebecca A. Newman
-----------------------
Rebecca A. Newman
Vice President and Trust Officer
EXHIBIT 99.1
TRICO MARINE SERVICES, INC.
LETTER OF TRANSMITTAL
FOR
OFFER TO EXCHANGE
8 1/2% SERIES B SENIOR NOTES DUE 2005
FOR ALL OUTSTANDING
8 1/2% SERIES A SENIOR NOTES DUE 2005
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON __________, 1997, UNLESS EXTENDED BY
TRICO MARINE SERVICES, INC. (THE "EXPIRATION DATE").
THE EXCHANGE AGENT
FOR THE EXCHANGE OFFER IS:
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
For Delivery by Mail: For Overnight Delivery Only:
Texas Commerce Bank National Texas Commerce Bank National
Association Association
Corporate Trust Services Corporate Trust Services
P. O. Box 2320 1201 Main Street, 18th Floor
Dallas, Texas 75221-2320 Dallas, Texas 75202
By Facsimile Transmission (for eligible institutions only):
(214) 672-5746
To Confirm Receipt:
(214) 672-5125
or
(800) 275-2048
(Originals of all documents sent by facsimile should be sent promptly by
registered or certified mail, by hand, or by overnight delivery service.)
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned hereby acknowledges receipt and review of the
Prospectus dated ________, 1997 (the "Prospectus") of Trico Marine Services,
Inc., a Delaware corporation (the "Company"), Trico Marine Assets, Inc., a
Delaware corporation ("Assets"), and Trico Marine Operators, Inc., a
Louisiana corporation ("Operators," and together with Assets, the
"Guarantors"), and this Letter of Transmittal (the "Letter of Transmittal"),
which together describe the Company's offer (the "Exchange Offer") to
exchange its 8 1/2% Series B Senior Notes due 2005 (the "New Notes"), which
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of its issued and outstanding
8 1/2% Series A Senior Notes due 2005 (the "Old Notes"). Capitalized terms
used but not defined herein have the respective meaning given to them in the
Prospectus.
The Company reserves the right, at any time or from time to time, to
extend the Exchange Offer at its discretion, in which event the term
"Expiration Date" shall mean the latest date to which the Exchange Offer is
extended. The Company shall notify the Exchange Agent and each registered
holder of the Old Notes of any extension by oral or written notice prior to
9:00 a.m., New York City time, on the next business day after the previously
scheduled Expiration Date.
This Letter of Transmittal is to be used by a holder of Old Notes if
original Old Notes, if available, are to be forwarded herewith. An Agent's
Message (as defined in the next sentence) is to be used if delivery of Old
Notes is to be made by book-entry transfer to the account maintained by the
Exchange Agent at the Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in the Prospectus under the
caption "The Exchange Offer -- Terms of the Exchange Offer -- Procedures for
Tendering Old Notes." The term "Agent's Message" means a message,
transmitted by the Book-Entry Transfer Facility and received by the Exchange
Agent and forming a part of the confirmation of a book-entry transfer
("Book-Entry Confirmation"), which states that the Book-Entry Transfer
Facility has received an express acknowledgment from a participant tendering
Old Notes which are the subject of such Book-Entry Confirmation and that
such participant has received and agrees to be bound by the terms of the
Letter of Transmittal and that the Company may enforce such agreement
against such participant. Holders of Old Notes whose Old Notes are not
immediately available, or who are unable to deliver their Old Notes and all
other documents required by this Letter of Transmittal to the Exchange Agent
on or prior to the Expiration Date, or who are unable to complete the
procedure for book-entry transfer on a timely basis, must tender their Old
Notes according to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer -- Terms of the Exchange
Offer -- Guaranteed Delivery Procedures." See Instruction 2. Delivery of
documents to the Book-Entry Transfer Facility does not constitute delivery
to the Exchange Agent.
The term "holder" with respect to the Exchange Offer means any person
in whose name Old Notes are registered on the books of the Company or any
other person who has obtained a properly completed bond power from the
registered holder. The undersigned has completed, executed and delivered
this Letter of Transmittal to indicate the action the undersigned desires to
take with respect to the Exchange Offer. Holders who wish to tender their
Old Notes must complete this Letter of Transmittal in its entirety.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.
THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE
FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF
THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE
EXCHANGE AGENT.
List below the Old Notes to which this Letter of Transmittal relates.
If the space below is inadequate, list the registered numbers and principal
amount on a separate signed schedule and affix the list to this Letter of
Transmittal.
<TABLE>
<CAPTION>
DESCRIPTION OF OLD NOTES TENDERED
<S> <C> <C> <C>
Name(s) and Address(es) of Registered Owner(s) as
(it/they) appear(s)
on the 8 1/2% Series A Senior Notes due 2005 (the
"Old Notes")
Certificate Aggregate Principal
Numbers Principal Amount
of Old Notes* Amount Tendered
Represented by
Old Notes
Total Principal**
Amount of Old
Notes Tendered
(If additional space is required, attach a continuation sheet in substantially the above form.)
</TABLE>
* Need not be completed by book-entry holders.
** Unless otherwise indicated, any tendering holder of Old Notes will be
deemed to have tendered the entire aggregate principal amount
represented by such Old Notes. All tenders must be in integral
multiples of $1,000.
METHOD OF DELIVERY
* Check here if tendered Old Notes are enclosed herewith.
* Check here if tendered Old Notes are being delivered by book-entry
transfer made to an account maintained by the Exchange Agent with a
Book-Entry Transfer Facility and complete the following:
Name of Tendering Institution:..............................
Account Number: ............................................
Transaction Code Number:....................................
* Check here if tendered Old Notes are being delivered pursuant to a
Notice of Guaranteed Delivery and complete the following:
Name(s) of Registered Holder(s):............................
............................................................
Date of Execution of Notice of Guaranteed Delivery:.........
Window Ticket Number (if available):........................
Name of Eligible Institution that guaranteed delivery:......
............................................................
Account Number (If delivered by book-entry transfer): ......
SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
1. The undersigned hereby tenders to the Company the Old Notes
described above pursuant to the Company's offer of $1,000 principal amount
of registered New Notes, in exchange for each $1,000 principal amount of the
Old Notes, upon the terms and subject to the conditions contained in the
Prospectus, receipt of which is hereby acknowledged, and this Letter of
Transmittal.
2. The undersigned hereby represents and warrants that it has full
authority to tender, exchange, assign and transfer the Old Notes described
above. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Exchange Agent or the Company to be
necessary or desirable to complete the exchange, assignment and transfer of
Old Notes.
3. The undersigned understands that the tender of the Old Notes
pursuant to all of the procedures set forth in the Prospectus will
constitute an agreement between the undersigned and the Company as to the
terms and conditions set forth in the Prospectus.
4. The undersigned acknowledge(s) that this Exchange Offer is being
made in reliance upon interpretations contained in no-action letters issued
to third parties by the staff of the Securities and Exchange Commission (the
"SEC"), including Exxon Capital Holdings Corporation, SEC No-Action
(available April 13, 1989), Morgan Stanley & Co. Inc., SEC No-Action Letter
(available June 5, 1991) (the "Morgan Stanley Letter") and Mary Kay
Cosmetics, Inc., SEC No-Action Letter (available June 5, 1991), that the
Exchange Notes issued in exchange for the Old Notes pursuant to the Exchange
Offer may be offered for resale, resold and otherwise transferred by holders
thereof (other than a broker-dealer who purchased Old Notes exchanged for
such Exchange Notes directly from the Company to resell pursuant to
Rule 144A or any other available exemption under the Securities Act and any
such holder that is an "affiliate" of the Company within the meaning of Rule
405 under the Securities Act), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such
Exchange Notes are acquired in the ordinary course of such holders' business
and such holders are not participating in, and have no arrangement with any
person to participate in, the distribution of such Exchange Notes.
5. Unless the box under the heading "Special Registration
Instructions" is checked, the undersigned hereby represents and warrants
that:
(i)the New Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the holder;
(ii)the holder is not engaging in and does not intend to engage in a
distribution of such New Notes;
(iii)the holder does not have an arrangement or understanding with any
person to participate in the distribution of such New Notes; and
(iv)the holder is not an "affiliate," as such term is defined under
Rule 405 promulgated under the Securities Act, of the Company.
6. The undersigned may, if, and only if, unable to make all of the
representations and warranties contained in Item 5 above, elect to have its
Old Notes registered in the shelf registration statement described in the
registration rights agreement (the "Registration Rights Agreement") dated as
of July 21, 1997 among the Company, the Guarantors and the Initial
Purchasers. Such election may be made by checking the box under "Special
Registration Instructions" on page 6. By making such election, the
undersigned agrees, as a holder of Transfer Restricted Securities
participating in a shelf registration, to indemnify and hold harmless the
Company, each of the Guarantors and each person, if any, who controls the
Company or any of the Guarantors within the meaning of either Section 15 of
the Securities Act or Section 20 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and each of their respective officers,
directors, employees, partners, representatives and agents from and against
any and all losses, liabilities, claims, damages and expenses whatsoever
(including but not limited to reasonable attorneys' fees and any and all
reasonable expenses whatsoever incurred in investigating, preparing or
defending against any investigation or litigation, commenced or threatened,
or any claim whatsoever, and any and all amounts paid in settlement of any
claim or litigation), joint or several, to which they or any of them may
become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such losses, liabilities, claims, damages or expenses (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement or Prospectus, or in any supplement thereto or amendment thereof,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they
were made, not misleading; but only with respect to information relating to
the undersigned furnished in writing by or on behalf of the undersigned
expressly for use in the Registration Statement, the Prospectus or any
amendments or supplements thereto. Any such indemnification shall be
governed by the terms and subject to the conditions set forth in the
Registration Rights Agreement, including, without limitation, the provisions
regarding notice, retention of counsel, contribution and payment of expenses
set forth therein. The above summary of the indemnification provision of
the Registration Rights Agreement is not intended to be exhaustive and is
qualified in its entirety by the Registration Rights Agreement.
7. If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of New Notes. If the undersigned is a broker-dealer that will
receive New Notes for its own account in exchange for Old Notes that were
acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection
with any resale of such New Notes; however, by so acknowledging and
delivering a prospectus, the undersigned will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act. If the
undersigned is a broker-dealer and Old Notes held for its own account were
not acquired as a result of market-making or other trading activities, such
Old Notes cannot be exchanged pursuant to the Exchange Offer.
8. Any obligation of the undersigned hereunder shall be binding upon
the successors, assigns, executors, administrators, trustees in bankruptcy
and legal and personal representatives of the undersigned.
9. Unless otherwise indicated herein under "Special Delivery
Instructions," please issue the certificates for the New Notes in the name
of the undersigned.
SPECIAL ISSUANCE INSTRUCTION SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6) (SEE INSTRUCTIONS 5 AND 6)
To be completed only (i) if Old To be completed ONLY if the
Notes in a principal amount not New Notes are to be issued or
tendered, or New Notes issued in sent to someone other than the
exchange for Old Notes accepted for undersigned or to the undersigned
exchange, are to be issued in the name at an address other than as
of someone other than the undersigned, indicated above.
or (ii) if Old Notes tendered by book-
entry transfer which are not exchanged * Mail * Issue (check
are to be returned by credit to an appropriate boxes)
account maintained at the Book-Entry certificates to:
Transfer Facility. Issue Exchange
Notes and/or Old Notes to: Name
(Type or Print)
Name
(Type or Print) Address
Address
(Zip Code)
(Zip Code)
(Tax Identification or Social
(Tax Identification or Social Security Security Number)
Number)
(Complete Substitute Form W-9)
Credit unexchanged Old Notes delivered
by book-entry transfer to the Book-
Entry Transfer Facility set forth
below:
Book-Entry Transfer Facility Account
Number:
SPECIAL REGISTRATION INSTRUCTIONS
To be completed ONLY if (i) the undersigned satisfies the conditions
set forth in Item 6 above, (ii) the under-signed elects to register its Old
Notes in the shelf registration statement described in the Registration
Rights Agreement and (iii) the undersigned agrees to indemnify certain
entities and individuals as set forth in Item 6 above. (See Item 6).
* By checking this box the undersigned hereby (i) represents that it is
unable to make all of the representations and warranties set forth in
Item 5 above, (ii) elects to have its Old Notes registered pursuant to
the shelf registration statement described in the Registration Rights
Agreement and (iii) agrees to indemnify certain entities and
individuals identified in, and to the extent provided in, Item 6
above.
SPECIAL BROKER-DEALER INSTRUCTIONS
* Check here if you are a broker-dealer and wish to receive 10
additional copies of the Prospectus and
10 copies of any amendments or supplements thereto.
Name.....................................................
Address..................................................
..................................................
(Zip Code)
IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT
OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
(Complete Accompanying Substitute Form W-9 on Reverse Side)
............................................................................
(Signature(s) of Registered Holders of Old Notes)
Dated .........................................., 1997
(The above lines must be signed by the registered holder(s) of Old Notes as
name(s) appear(s) on the Old Notes or on a security position listing, or by
person(s) authorized to become registered holder(s) by a properly completed
bond power from the registered holder(s), a copy of which must be
transmitted with this Letter of Transmittal. If Old Notes to which this
Letter of Transmittal relate are held of record by two or more joint
holders, then all such holders must sign this Letter of Transmittal. If
signature is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a fiduciary or
representative capacity, then such person must (i) set forth his or her full
title below and (ii) unless waived by the Company, submit evidence
satisfactory to the Company of such person's authority so to act. See
Instruction 5 regarding completion of this Letter of Transmittal, printed
below.)
Name(s).....................................................................
(Please Type or Print)
Capacity:...................................................................
Address:....................................................................
............................................................................
(Include Zip Code)
Area Code and Telephone Number:.............................................
MEDALLION SIGNATURE GUARANTEE
(If Required by Instruction 5)
Certain signatures must be Guaranteed by an Eligible Institution.
Signature(s) Guaranteed by an Eligible Institution:.........................
(Authorized Signature)
............................................................................
(Title)
............................................................................
(Name of Firm)
............................................................................
(Address, Include Zip Code)
............................................................................
(Area Code and Telephone Number)
Dated:................................................................, 1997
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Old Notes or Book-Entry
Confirmations.
All physically delivered Old Notes or any confirmation of a book-entry
transfer to the Exchange Agent's account at the Book-Entry Transfer Facility
of Old Notes tendered by book-entry transfer (a "Book-Entry Confirmation"),
as well as a properly completed and duly executed copy of this Letter of
Transmittal or Agent's Message or facsimile hereof, and any other documents
required by this Letter of Transmittal, must be received by the Exchange
Agent at its address set forth herein prior to 5:00 p.m., New York City
time, on the Expiration Date. The method of delivery of the tendered Old
Notes, this Letter of Transmittal and all other required documents to the
Exchange Agent is at the election and risk of the holder and, except as
otherwise provided below, the delivery will be deemed made only when
actually received or confirmed by the Exchange Agent. If such delivery is
by mail, it is recommended that registered mail, properly insured, with
return receipt requested, be used. Instead of delivery by mail, it is
recommended that the holder use an overnight or hand delivery service. In
all cases, sufficient time should be allowed to assure delivery to the
Exchange Agent before the Expiration Date. No Letter of Transmittal or Old
Notes should be sent to the Company.
2. Guaranteed Delivery Procedures.
Holders who wish to tender their Old Notes and whose Old Notes are not
immediately available or who cannot deliver their Old Notes, this Letter of
Transmittal or any other documents required hereby to the Exchange Agent
prior to the Expiration Date or who cannot complete the procedure for
book-entry transfer on a timely basis and deliver an Agent's Message, must
tender their Old Notes according to the guaranteed delivery procedures set
forth in the Prospectus. Pursuant to such procedures a tender may be
effected if the Exchange Agent has received at its office, on or prior to
the Expiration Date, a letter, telegram or facsimile transmission from an
Eligible Institution setting forth the name and address of the tendering
holder, the name(s) in which the Old Notes are registered and the
certificate number(s) of the Old Notes to be tendered, and stating that the
tender is being made thereby and guaranteeing that, within three Nasdaq
National Market trading days after the date of execution of such letter,
telegram or facsimile transmission by the Eligible Institution, such Old
Notes, in proper form for transfer (or a confirmation of book-entry transfer
of such Old Notes into the Exchange Agent's account at DTC), will be
delivered by such Eligible Institution together with a properly completed
and duly executed Letter of Transmittal (and any other required documents).
Unless Old Notes being tendered by the above-described method are deposited
with the Exchange Agent within the time period set forth above (accompanied
or preceded by a properly completed Letter of Transmittal and any other
required documents), the Company may, at its option, reject the tender.
Any holder of Old Notes who wishes to tender Old Notes pursuant to the
guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the Notice of Guaranteed Delivery prior to 5:00 p.m., New
York City time, on the Expiration Date. Upon request of the Exchange Agent,
a Notice of Guaranteed Delivery will be sent to holders who wish to tender
their Old Notes according to the guaranteed delivery procedures set forth
above. See "The Exchange Offer -- Terms of the Exchange Offer -- Guaranteed
Delivery Procedures" section of the Prospectus.
3. Tender by Holder.
Only a holder of Old Notes may tender such Old Notes in the Exchange
Offer. Any beneficial holder of Old Notes who is not the registered holder
and who wishes to tender should arrange with the registered holder to
execute and deliver this Letter of Transmittal on his behalf or must, prior
to completing and executing this Letter of Transmittal and delivering his
Old Notes, either make appropriate arrangements to register ownership of the
Old Notes in such holder's name or obtain a properly completed bond power
from the registered holder.
4. Partial Tenders.
Tenders of Old Notes will be accepted only in integral multiples of
$1,000. If less than the entire principal amount of any Old Notes is
tendered, the tendering holder should fill in the principal amount tendered
in the third column of the box entitled "Description of Old Notes Tendered"
above. The entire principal amount of Old Notes delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated. If
the entire principal amount of all Old Notes is not tendered, then Old Notes
for the principal amount of Old Notes not tendered and New Notes issued in
exchange for any Old Notes accepted will be sent to the holder at his or her
registered address, unless a different address is provided in the
appropriate box on this Letter of Transmittal, promptly after the Old Notes
are accepted for exchange.
5. Signatures on this Letter of Transmittal; Bond Powers and
Endorsements; Guarantee of Signatures.
If this Letter of Transmittal (or facsimile hereof) is signed by the
record holder(s) of the Old Notes tendered hereby, the signature must
correspond with the name(s) as written on the face of the Old Notes without
alteration, enlargement or any change whatsoever. If this Letter of
Transmittal (or facsimile hereof) is signed by a participant in the
Book-Entry Transfer Facility, the signature must correspond with the name as
it appears on the security position listing as the holder of the Old Notes.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder or holders of Old Notes listed and tendered hereby and the
New Notes issued in exchange therefor are to be issued (or any untendered
principal amount of Old Notes is to be reissued) to the registered holder,
the said holder need not and should not endorse any tendered Old Notes, nor
provide a separate bond power. In any other case, such holder must either
properly endorse the Old Notes tendered or transmit a properly completed
separate bond power with this Letter of Transmittal, with the signatures on
the endorsement or bond power guaranteed by an Eligible Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a
person other than the registered holder or holders of any Old Notes listed,
such Old Notes must be endorsed or accompanied by appropriate bond powers,
in each case signed as the name of the registered holder or holders appears
on the Old Notes.
If this Letter of Transmittal (or facsimile hereof) or any Old Notes
or bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing,
and, unless waived by the Company, evidence satisfactory to the Company of
their authority to act must be submitted with this Letter of Transmittal.
Endorsements on Old Notes or signatures on bond powers required by
this Instruction 5 must be guaranteed by an Eligible Institution.
No signature guarantee is required if (i) this Letter of Transmittal
(or facsimile hereof) is signed by the registered holder(s) of the Old Notes
tendered herein (or by a participant in the Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of the
tendered Old Notes) and the New Notes are to be issued directly to such
registered holder(s) (or, if signed by a participant in the Book-Entry
Transfer Facility, deposited to such participant's account at such
Book-Entry Transfer Facility) and neither the box entitled "Special Delivery
Instructions" nor the box entitled "Special Registration Instructions" has
been completed, or (ii) such Old Notes are tendered for the account of an
Eligible Institution. In all other cases, all signatures on this Letter of
Transmittal (or facsimile hereof) must be guaranteed by an Eligible
Institution.
6. Special Registration and Delivery Instructions.
Tendering holders should indicate, in the applicable box or boxes, the
name and address (or account at the Book-Entry Transfer Facility) to which
New Notes or substitute Old Notes for principal amounts not tendered or not
accepted for exchange are to be issued or sent, if different from the name
and address of the person signing this Letter of Transmittal. In the case
of issuance in a different name, the taxpayer identification or social
security number of the person named must also be indicated.
tax law requires that a holder of any Old Notes which are accepted for
exchange must provide the Company (as payor) with its correct taxpayer
identification number ("TIN"), which, in the case of a holder who is an
individual is his or her social security number. If the Company is not
provided with the correct TIN, the holder may be subject to a $50 penalty
imposed by Internal Revenue Service. (If withholding results in an
over-payment of taxes, a refund may be obtained). Certain holders
(including, among others, all corporations and certain foreign individuals)
are not subject to these backup withholding and reporting requirements. See
the enclosed "Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9" for additional instructions.
To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting
a TIN), and that (i) the holder has not been notified by the Internal
Revenue Service that such holder is subject to backup withholding as a
result of failure to report all interest or dividends or (ii) the Internal
Revenue Service has notified the holder that such holder is no longer
subject to backup withholding. If the Old Notes are registered in more than
one name or are not in the name of the actual owner, see the enclosed
"Guidelines for Certification of Taxpayer Identification Number of
Substitute Form W-9" for information on which TIN to report.
The Company reserves the right in its sole discretion to take whatever
steps are necessary to comply with the Company's obligations regarding
backup withholding.
7. Validity of Tenders.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance, and withdrawal of tendered Old Notes will be
determined by the Company, in its sole discretion, which determination will
be final and binding. The Company reserves the absolute right to reject any
or all tenders not in proper form or the acceptance for exchange of which
may, in the opinion of counsel for the Company, be unlawful. The Company
also reserves the absolute right to waive any of the conditions of the
Exchange Offer or any defect or irregularity in the tender of any Old Notes.
The Company's interpretation of the terms and conditions of the Exchange
Offer (including the instructions in the Letter of Transmittal) will be
final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Notes must be cured within
such time as the Company shall determine. Although the Company intends to
notify holders of defects or irregularities with respect to tenders of Old
Notes, neither the Company, the Exchange Agent, nor any other person shall
be under any duty to give notification of any defects or irregularities in
tenders or incur any liability for failure to give such notification.
Tenders of Old Notes will not be deemed to have been made until such defects
or irregularities have been cured or waived. Any Old Notes received by the
Exchange Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the
Exchange Agent to the tendering holders, unless otherwise provided in the
Letter of Transmittal, as soon as practicable following the Expiration Date.
8. Waiver of Conditions.
The Company reserves the absolute right to waive, in whole or part,
any of the conditions to the Exchange Offer set forth in the Prospectus.
9. No Conditional Tender.
No alternative, conditional, irregular or contingent tender of Old
Notes on transmittal of this Letter of Transmittal will be accepted.
10. Mutilated, Lost, Stolen or Destroyed Old Notes.
Any holder whose Old Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above
for further instructions.
11. Requests for Assistance or Additional Copies.
Requests for assistance or for additional copies of the Prospectus or
this Letter of Transmittal may be directed to the Exchange Agent at the
address or telephone number set forth on the cover page of this Letter of
Transmittal. Holders may also contact their broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Exchange
Offer.
12. Withdrawal.
Tenders may be withdrawn only pursuant to the limited withdrawal
rights set forth in the Prospectus under the caption "The Exchange Offer --
Terms of the Exchange Offer -- Withdrawal Rights."
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF
(TOGETHER WITH THE OLD NOTES DELIVERED BY BOOK-ENTRY TRANSFER OR IN ORIGINAL
HARD COPY FORM) MUST BE RECEIVED BY THE EXCHANGE AGENT, OR THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT, PRIOR TO THE
EXPIRATION DATE.
SUBSTITUTE Part 1 - PLEASE PROVIDE Social Security Number
YOUR TIN IN THE BOX AT OR Employer Identification
Form W-9 RIGHT AND CERTIFY BY Number
SIGNING AND DATING BELOW
Department of the Part 2 - Certification - Part 3 -
Treasury Under penalties of
Internal Revenue perjury, I certify
Service that: Awaiting TIN *
(1) The number shown
on this form is my
correct Taxpayer Please complete
Identification the Certificate
Number (or I am of Awaiting
Payer's Request for waiting for a Taxpayer
Taxpayer number to be Identification
Identification Number issued to me) and Number below.
(TIN)
(2) I am not subject
to backup
withholding either
because I have not
been notified by
the Internal
Revenue Service
("IRS") that I am
subject to backup
withholding as a
result of failure
to report all
interest or
dividends, or the
IRS has notified
me that I am no
longer subject to
backup
withholding.
Certificate Instructions - You must cross out item
(2) in Part 2 above if you have been notified by the
IRS that you are subject to backup withholding
because of underreporting interest or dividends on
your tax return. However, if after being notified by
the IRS that you were subject to backup withholding
you received another notification from the IRS
stating that you are no longer subject to backup
withholding, do not cross out item (2).
SIGNATURE DATE , 1997
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU
PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered
an application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social Security
Administration Office or (b) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a taxpayer
identification number to the payor within 60 days, 31% of all reportable
payments made to me thereafter will be withheld until I provide a number.
___________________________________ _____________________ , 1997
Signature Date
CERTIFICATE FOR FOREIGN RECORD HOLDERS
Under penalties of perjury, I certify that I am not a United States
citizen or resident (or I am signing for a foreign corporation, partnership,
estate or trust).
___________________________________ ______________________, 1997
Signature Date
TRICO MARINE SERVICES, INC.
LETTER TO CLIENTS
FOR
TENDER OF ALL OUTSTANDING
8 1/2% SERIES A SENIOR NOTES DUE 2005
IN EXCHANGE FOR
8 1/2% SERIES B SENIOR NOTES DUE 2005
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON __________, 1997, UNLESS EXTENDED (THE "EXPIRATION DATE").
NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY
TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE BUSINESS DAY
PRIOR TO THE EXPIRATION DATE UNLESS PREVIOUSLY
ACCEPTED FOR EXCHANGE.
To Our Clients:
We are enclosing herewith a Prospectus, dated ________, 1997, of Trico
Marine Services, Inc., a Delaware corporation (the "Company"), and a related
Letter of Transmittal, which together constitute (the "Exchange Offer")
relating to the offer by the Company, to exchange its 8 1/2% Series B Senior
Notes due 2005 (the "New Notes"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount of its issued and outstanding 8 1/2% Series A Senior Notes due
2005 (the "Old Notes"), upon the terms and subject to the conditions set
forth in the Exchange Offer.
The Exchange Offer is not conditioned upon any minimum number of Old
Notes being tendered.
We are the holder of record of Old Notes held by us for your own
account. A tender of such Old Notes can be made only by us as the record
holder and pursuant to your instructions. The Letter of Transmittal is
furnished to you for your information only and cannot be used by you to
tender Old Notes held by us for your account.
We request instructions as to whether you wish to tender any or all of
the Old Notes held by us for your account pursuant to the terms and
conditions of the Exchange Offer. We also request that you confirm that we
may on your behalf make the representations and warranties contained in the
Letter of Transmittal.
Very truly yours,
PLEASE RETURN YOUR INSTRUCTIONS TO US IN THE ENCLOSED ENVELOPE WITHIN
AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE
EXPIRATION DATE.
INSTRUCTION TO REGISTERED HOLDER AND/OR BOOK
ENTRY TRANSFER PARTICIPANT
To Registered Holder and/or Participant of the Book-Entry Transfer Facility:
The undersigned hereby acknowledges receipt of the Prospectus dated
_______, 1997 (the "Prospectus") of Trico Marine Services, Inc., a Delaware
corporation (the "Company"), and the accompanying Letter of Transmittal (the
"Letter of Transmittal"), that together constitute the Company's offer (the
"Exchange Offer") to exchange its 8 1/2% Series B Senior Notes due 2005 (the
"New Notes"), for all of its outstanding 8 1/2% Series A Senior Notes due 2005
(the "Old Notes"). Capitalized terms used but not defined herein have the
meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder and/or book-entry
transfer facility participant, as to the action to be taken by you relating
to the Exchange Offer with respect to the Old Notes held by you for the
account of the undersigned.
The aggregate face amount of the Old Notes held by you for the account
of the undersigned is (FILL IN AMOUNT):
$ ______________ of the 8 1/2% Series A Senior Notes due 2005.
With respect to the Exchange Offer, the undersigned hereby instructs
you (CHECK APPROPRIATE BOX):
* To TENDER the following Old Notes held by you for the account of
the undersigned (INSERT PRINCIPAL AMOUNT OF OLD NOTES TO BE
TENDERED) (IF ANY): $____________________.
* NOT to TENDER any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Old Notes held by you
for the account of the undersigned, it is understood that you are authorized
to make, on behalf of the undersigned (and the undersigned by its signature
below, hereby makes to you), the representations and warranties contained in
the Letter of Transmittal that are to be made with respect to the
undersigned as a beneficial owner, including but not limited to the
representations, that (i) the New Notes acquired in exchange for Old Notes
pursuant to the Exchange Offer are being acquired in the ordinary course of
business of the person receiving such New Notes, whether or not the
undersigned, (ii) the undersigned is not engaging in and does not intend to
engage in a distribution of the New Notes, (iii) the undersigned does not
have any arrangement or understanding with any person to participate in the
distribution of New Notes, and (iv) neither the undersigned nor any such
other person is an "affiliate" (within the meaning of Rule 405 under the
Securities Act of 1933, as amended) of the Company. If the undersigned is a
broker-dealer that will receive New Notes for its own account in exchange
for Old Notes, it acknowledges that it will deliver a prospectus in
connection with any resale of such New Notes.
SIGN HERE
Name of beneficial owner(s): ..........................................
..........................................
Signature(s)
Name(s): ..........................................
..........................................
(please print)
Address: ..........................................
..........................................
Telephone number: ..........................................
Taxpayer Identification or
Social Security Number: ..........................................
Date: ..........................................
TRICO MARINE SERVICES, INC.
LETTER TO REGISTERED HOLDERS AND
DEPOSITORY TRUST COMPANY PARTICIPANTS
FOR
TENDER OF ALL OUTSTANDING
8 1/2% SERIES A SENIOR NOTES DUE 2005
IN EXCHANGE FOR
8 1/2% SERIES B SENIOR NOTES DUE 2005
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON __________, 1997, UNLESS EXTENDED (THE "EXPIRATION DATE").
OLD NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY
TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE BUSINESS DAY
PRIOR TO THE EXPIRATION DATE UNLESS PREVIOUSLY
ACCEPTED FOR EXCHANGE.
To Registered Holders and Depository Trust Company Participants:
We are enclosing herewith the material listed below relating to the
offer by Trico Marine Services, Inc., a Delaware corporation (the
"Company"), to exchange its 8 1/2% Series B Senior Notes due 2005 (the "New
Notes"), which have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for a like principal amount of its issued
and outstanding 8 1/2% Series A Senior Notes due 2005 (the "Old Notes") upon
the terms and subject to the conditions set forth in the Company's
Prospectus, dated _________, 1997, and the related Letter of Transmittal
(which together constitute the "Exchange Offer").
Enclosed herewith are copies of the following documents:
1.Prospectus dated ____________, 1997;
2. Letter of Transmittal (together with accompanying Substitute
Form W-9 Guidelines);
3.Notice of Guaranteed Delivery;
4.Letter which may be sent to your clients for whose account you
hold Old Notes in your name or in the name of your nominee; and
5.Letter which may be sent from your clients to you with such
client's instruction with regard to the Exchange Offer.
We urge you to contact your clients promptly. Please note that the
Exchange Offer will expire on the Expiration Date unless extended.
The Exchange Offer is not conditioned upon any minimum number of Old
Notes being tendered.
Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that (i) the New Notes acquired in exchange for
Old Notes pursuant to the Exchange Offer are being acquired in the ordinary
course of business of the person receiving such New Notes, whether or not
the undersigned, (ii) the undersigned is not engaging in and does not intend
to engage in a distribution of the New Notes, (iii) the undersigned does not
have any arrangement or understanding with any person to participate in the
distribution of New Notes, and (iv) neither the undersigned nor any such
other person is an "affiliate" (within the meaning of Rule 405 under the
Securities Act of 1933, as amended) of the Company. If the holder is a
broker-dealer that will receive New Notes for its own account in exchange
for Old Notes, it acknowledges that it will deliver a prospectus in
connection with any resale of such New Notes.
The enclosed Letter to Clients contains an authorization by the
beneficial owners of the Old Notes for you to make the foregoing
representations.
The Company will not pay any fee or commission to any broker or dealer
to any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Old Notes pursuant to the Exchange Offer.
Additional copies of the enclosed material may be obtained from the
undersigned.
Very truly yours,
TRICO MARINE SERVICES, INC.
EXHIBIT 99.2
TRICO MARINE SERVICES, INC.
NOTICE OF GUARANTEED DELIVERY
OF 8 1/2% SERIES A SENIOR NOTES
DUE 2005
As set forth in the Prospectus dated __________, 1997 (as the same may
be amended or supplemented from time to time, the "Prospectus") of Trico
Marine Services, Inc. (the "Issuer") and certain of its subsidiaries under
"The Exchange Offer -- Terms of the Exchange Offer -- Procedures for
Tendering Old Notes" and in the Letter of Transmittal for Offer to Exchange
8 1/2% Series B Senior Notes due 2005 (the "Letter of Transmittal"), this form
or one substantially equivalent hereto must be used to accept the Exchange
Offer (as defined below) of the Issuer if: (i) certificates for the above-
referenced Notes (the "Old Notes") are not immediately available, (ii) time
will not permit all required documents to reach the Exchange Agent (as
defined below) on or prior to the Expiration Date (as defined in the
Prospectus) or (iii) the procedures for book-entry transfer cannot be
completed on or prior to the Expiration Date. Such form may be delivered by
hand or transmitted by telegram, telex, facsimile transmission or letter to
the Exchange Agent.
To: Texas Commerce Bank National Association (the "Exchange Agent")
For Delivery by Mail: For Overnight Delivery Only:
Texas Commerce Bank National Texas Commerce Bank National
Association Association
Corporate Trust Services Corporate Trust Services
P. O. Box 2320 1201 Main Street, 18th Floor
Dallas, Texas 75221-2320 Dallas, Texas 75202
By Facsimile Transmission (for eligible institutions only):
(214) 672-5746
To Confirm Receipt:
(214) 672-5125
or
(800) 275-2048
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR NUMBER OTHER THAN THOSE SHOWN
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE VALID DELIVERY.
Ladies and Gentlemen:
The undersigned hereby tenders to the Issuer, upon the terms and
conditions set forth in the Prospectus and the Letter of Transmittal (which
together constitute the "Exchange Offer"), receipt of which are hereby
acknowledged, the principal amount of Old Notes set forth below pursuant to
the guaranteed delivery procedures described in the Prospectus and the
Letter of Transmittal.
The undersigned understands and acknowledges that the Exchange Offer
will expire at 5:00 p.m., New York City time, on __________, 1997, unless
extended by the Issuer. With respect to the Exchange Offer, "Expiration
Date" means such time and date, or if the Exchange Offer is extended, the
latest time and date to which the Exchange Offer is so extended by the
Issuer.
All authority herein conferred or agreed to be conferred by this
Notice of Guaranteed Delivery shall survive the death or incapacity of the
undersigned and every obligation of the undersigned under this Notice of
Guaranteed Delivery shall be binding upon the heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and other legal representatives of the undersigned.
DESCRIPTION OF OLD NOTES TENDERED
Certificate Number(s) Aggregate Principal Principal
(if known) of Old Notes Amount Represented by Amount
or Account Number at the Old Notes Tendered
Book-Entry Facility
Total:
Please Sign and Complete
Signature(s):..................... Name(s):..........................
.................................. ..................................
Address:.......................... Capacity (full title), if signing in
.................................. a representative capacity:
(Zip Code) ...................................
Area Code and Telephone Number:
.................................. Taxpayer Identification or Social
Dated:............................ Security Number:....................
GUARANTEE OF DELIVERY
The undersigned, a member of a recognized signature guarantee
medallion program within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended, hereby guarantees (a) that the above-named
person(s) own(s) the above-described securities tendered hereby within the
meaning of Rule 10b-4 under the Securities Exchange Act of 1934, (b) that
such tender of the above-described securities complies with Rule 10b-4, and
(c) that delivery to the Exchange Agent of certificates tendered hereby, in
proper form for transfer, or delivery of such certificates pursuant to the
procedure for book-entry transfer, in either case with delivery of a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other required documents, is being made within three Nasdaq
National Market trading days after the date of execution of a Notice of
Guaranteed Delivery of the above-named person.
__________________________________
(Name of Firm)
Sign here:________________________
(Authorized Signature)
Name:_____________________________
(Please type or print)
__________________________________
(Area Code and Telephone Number)
________________________________
Dated: ________________________, 1997
________________________________
Address Zip Code
