As filed with the Securities and Exchange Commission on February 19, 1998.
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 (I.R.S. Employer
of incorporation or Industrial 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 920
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 e
ffective.
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.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum Amount of
Title of each class Amount offering aggregate registration
of to be price offering fee
securities to be registered per unit price(2)
registered
8 1/2% Senior Notes $70,000,000 100% $70,000,000 $20,650
Due 2005, Series F
Senior Guarantees(3) -- -- -- --
(1)Trico Marine Assets, Inc., a Delaware corporation (I.R.S.
Employer Identification Number 72-1252404), and Trico Marine
Operators, Inc, a Louisiana corporation (I.R.S. Employer
Identification Number 72-1096124), each a wholly owned
subsidiary of the Company, will each be a guarantor of the 8
1/2% Senior Notes due 2005, Series F (collectively, the
"Guarantors").
(2)Estimated solely for the purpose of calculating the registration
fee.
(3)The 8 1/2% Senior Notes due 2005, Series F 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.
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 by 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.
PROSPECTUS Subject to completion, Dated February 19,1998
Offer for all Outstanding
8 1/2% Senior Notes Due 2005, Series E
in Exchange for
8 1/2% Senior Notes Due 2005, Series F
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%
Senior Notes Due 2005, Series F of the Company (the "New Notes") for
each $1,000 principal amount of unregistered 8 1/2% Senior Notes Due
2005, Series E of the Company (the "Old Notes"), of which an aggregate
principal amount of $70,000,000 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, December 24, 1997. The New Notes will
mature on August 1, 2005. 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 $45.5 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, senior in right of payment to any
subordinated indebtedness incurred by the Company in the future and on
a parity with the Company's outstanding Series A, B, C and D Notes (as
defined herein). The New Notes will be effectively subordinated,
however, to all (existing or future) secured obligations of the
Company and to all future secured obligations of the subsidiaries of
the Company, to the extent of the assets securing such obligations.
As of September 30, 1997, the Company had $114.0 million in
outstanding Indebtedness, which included (i) $4.0 million of
indebtedness under the Bank Credit Facility (as defined herein) and
(ii) $110.0 million in outstanding Series A and B Notes. On a pro
forma basis after giving effect to the issuance of the Old Notes (the
"Original Offering"), the Acquisition (as defined herein), the Common
Stock Offering (as defined herein) and the Series C Offering (as
defined herein), at September 30, 1997, the Company would have had
$390.5 million in outstanding Indebtedness, $110.5 million of which
would have been secured. 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 7 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.
This Prospectus is dated _________, 1998.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESEN-
TATION 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 _____, 1998, 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 December 24, 1997 to
Jefferies & Company, Inc., Bear, Stearns & Co. Inc. and Schroder & Co.
Inc. (collectively, the "Initial Purchasers") in a private transaction
not subject to the registration requirements of the Securities Act.
The Old Notes were then 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 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.
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 Reports on Form 10-Q for the
fiscal quarters ended March 31, 1997, June 30, 1997 and September 30,
1997 and (iii) Current Reports on Form 8-K dated February 15, 1997,
August 1, 1997, November 14, 1997, December 2, 1997 (as amended by the
Company's Form 8-K/A dated December 2, 1997) and December 24, 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 920, 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"), North Sea and offshore Brazil. The Company has pursued an
aggressive strategy of growth through selected acquisitions which,
together with increased day rates from its existing vessels, has
enabled the Company to significantly increase total revenues and
achieve strong operating results. 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 those 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
On December 1, 1997, Trico acquired approximately 99% of the
outstanding shares of Saevik Supply ASA, a publicly-traded Norwegian
company ("Saevik Supply"), for approximately $287.5 million in cash
(the "Acquisition"). The shares were acquired pursuant to a public
bid made by Trico in accordance with the rules of the Oslo Stock
Exchange. The Company subsequently acquired the remaining shares of
Saevik Supply for approximately $1.2 million in cash. Saevik Supply
is a leading provider of marine support and transportation services to
companies engaged in offshore exploration and production of oil and
gas in the North Sea and operates the third largest fleet of platform
supply vessels ("PSVs") in the North Sea. Saevik Supply's current
fleet consists of ten owned and one managed PSVs and six large anchor
handling, towing and supply vessels ("AHTSs"). During the nine months
ended September 30, 1997, Saevik Supply reported total revenues of NOK
431.9 ($60.6 million) and net income of NOK 193.0 ($27.1) million.
The Acquisition was funded by (i) $68.5 million in borrowings
under the Company's revolving credit facility (the "Revolving Credit
Facility"), which was amended in connection with the Acquisition to
provide a revolving line of credit of up to $150.0 million, (ii)
$125.0 million in term loans (the "Term Loans," and together with the
Revolving Credit Facility, the "Bank Credit Facility"), and (iii) the
net proceeds (approximately $98.7 million), of the private placement
(the "Series C Offering") of the Company's 8 1/2% Senior notes due
2005, Series C (the "Series C Notes"). On December 12, 1997, the
Company completed a public offering of 4.6 million shares of its
common stock (the "Common Stock Offering"). The Company used the net
proceeds of the Common Stock Offering (approximately $123.0 million),
together with other available funds, to repay the outstanding Term
Loans. The Old Notes were sold by the Company on December 24, 1997 to
the Initial Purchasers and were thereupon offered and sold by the
Initial Purchasers only to certain qualified buyers. The Company used
the net proceeds of the Original Offering (approximately $68.6
million) to repay amounts outstanding under the Revolving Credit
Facility.
Recent Developments
On February 17, 1998, the Company announced net income and net
income per share (diluted) of $10.9 million, or $0.61 per share
(diluted), for the three months ended December 31, 1997, compared to
net income of $5.7 million or $0.36 per share (diluted), for the three
months ended December 31, 1996. Revenues for the fourth quarter of
1997 were $41.6 million, compared to $20.6 million for the fourth
quarter of 1996. Results for the fourth quarter of 1997 included one
month of operations from Saevik Supply.
The Company also announced net income for the year ended December
31, 1997 of $35.3 million, or $2.11 per share (diluted), on revenues
of $125.5 million. For the year ended December 31, 1996, net income
was approximately $10.9 million, or $0.88 per share (diluted), before
an extraordinary charge of $917,000, net of taxes, related to the
write-off of unamortized debt issuance costs resulting from the
repayment of debt from a portion of the proceeds of the Company's
initial public offering in May 1996.
The Exchange Offer
The Exchange Offer relates to the exchange of up to $70.0 million
aggregate principal amount of New Notes for up to $70.0 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 $70.0
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 ____, 1998, 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 Chase Bank of Texas 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 $70.0 million aggregate principal amount
of 8 1/2% Senior Notes due 2005, Series F.
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, senior in right
of payment to all present or future subordinated
indebtedness of the Company and on a parity with the
Company's outstanding 8 1/2% Senior Notes due 2005,
Series A, B, C and D (the "Series A, B, C and D
Notes," respectively). 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. On a pro forma basis giving effect to
the Original Offering, the Acquisition, the Common
Stock Offering and the Series C Offering, at
September 30, 1997, the Company would have had
$390.5 million outstanding Indebtedness, $110.5
million of which would have been secured. 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 $45.5 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 September 30, 1997, on a pro forma basis, after giving effect
to the Original Offering, the Acquisition, the Common Stock Offering
and the Series C Offering, the Company would have had $390.5 million
of Indebtedness, $110.5 million of which would have been secured and
stockholders' equity of $251.8 million. The Company has significant
outstanding Indebtedness and is permitted under the terms of the Notes
to incur 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, the Series A/B
Indenture (as defined herein) and the Series C/D Indenture (as
defined herein) 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, the Series A/B Indenture and the Series C/D
Indenture restrict, 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, including the Series A, B,
C and D Notes. Holders of secured indebtedness of the Company and its
subsidiaries, including secured indebtedness under 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 September
30, 1997, after giving pro forma effect to the Original Offering, the
Acquisition, the Common Stock Offering and the Series C Offering, the
Company and its Restricted Subsidiaries would have had $110.5 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."
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.
The Acquisition
The Company used the net proceeds from the Original Offering to
repay a portion of the indebtedness incurred to fund the Acquisition.
The Acquisition involves a number of risks that could adversely affect
the Company's operating results, including (i) the diversion of
management's attention; (ii) the integration of the operations and
personnel of Saevik Supply; (iii) exposure to risk of currency
fluctuations; (iv) the assumption of potential liabilities, disclosed
or undisclosed, associated with Saevik Supply's business; (v) the
increase in the overall indebtedness of the Company as a result of the
Acquisition; and (vi) the inability to retain key members of Saevik
Supply's current management. There can be no assurance that the
operations of Saevik Supply will be successfully integrated or that
such operations will ultimately have a positive impact on the Company,
its financial condition or results of operations. See "The
Acquisition."
Dependence on Oil and Gas Industry; Market Volatility
The Company's operations depend on activity in offshore oil and
gas exploration, development and production. The level of exploration
and development activity has traditionally been volatile as a result
of fluctuations in oil or natural 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 and
other areas where the Company operates could have a material adverse
effect on the Company's financial condition and results of operations.
Charter rates for marine support vessels also depend on the
supply of vessels. Excess vessel capacity in the industry can result
primarily from the construction of new vessels and the mobilization of
vessels between market areas. The addition of new capacity to the
worldwide offshore marine fleet could increase competition in those
markets where the Company operates, which, in turn, could have a
material adverse effect on the Company's financial condition and
results of operations.
Management of Growth
The Company has rapidly expanded its operations through
acquisitions in the past two years. The Acquisition significantly
increased the geographic scope of the Company's operations and its
overall size. The Company's growth has placed, and is expected to
continue to place, substantial demands on the Company's managerial,
operational, financial and other resources. Management of this growth
will require the Company to continue to invest in its operations,
including its financial and management information systems, and to
increase its efforts to retain, motivate and effectively manage its
employees, all of which may increase the Company's operating expenses.
Any failure by the Company to achieve and manage this growth as
planned could have a material adverse effect on the Company's
business, 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. Certain of the Company's
competitors have significantly greater financial resources than the
Company and more experience operating in international areas.
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, private industry organizations and laws and regulations
in jurisdictions where the Company's vessels operate and are
registered. 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 and laws and regulations in jurisdictions
where the Company's vessels operate and are registered, 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.
Among the more significant of the conventions applicable to the
operations of Saevik Supply are: (i) the International Convention for
the Prevention of Pollution of the Sea, 1973, 1979 Protocol, (ii) the
International Convention on the Safety of Life at Sea, 1974, 1978 and
1981/1983 Protocol, and (iii) the International Convention on
Standards of Training, Certification and Watchkeeping for Seafarers.
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
The Company's marine operations are seasonal and depend, in part,
on weather conditions. Historically, the Company has enjoyed its
highest utilization rates during the second and third quarters, as
mild weather provides favorable conditions for offshore exploration,
development and construction in the Gulf. Adverse weather conditions
during the winter months generally curtail offshore development
operations and can particularly impact lift boat utilization rates.
Activity in the North Sea is also subject to delays during periods of
adverse weather, but is not affected by seasonality to the extent
activity in the Gulf is. Accordingly, the results of any one quarter
are not necessarily indicative of annual results or continuing trends.
Age of Fleet
Because of overcapacity within the marine support services
industry on a worldwide basis, there has been no significant
construction of supply boats since 1983. As of October 15, 1997, the
average age of the Company's vessels (based on the date of
construction) was approximately 16 years. The average age of Saevik
Supply's fleet is approximately 10 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 Acquisition substantially increased the percentage of the
Company's operations conducted in currencies other than the United
States dollar. Changes in the value of foreign currencies relative to
the United States dollar could adversely affect the Company's results
of operations and financial position, and transaction gains and losses
could contribute to fluctuations in the Company's results of
operations. There can be no assurance that fluctuations in foreign
currency rates will not have a material adverse effect on the
Company's results of 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. 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.
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.
Dependence on Key Personnel
The Company depends on the continued services of Thomas E.
Fairley, its President and Chief Executive Officer, Ronald O. Palmer,
its Chairman of the Board, Victor M. Perez, its Chief Financial
Officer, and other key management personnel. The loss of any of these
persons could adversely affect the Company's operations.
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" and "The
Acquisition" 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.
THE ACQUISITION
On October 7, 1997, the Company presented an offer to the board
of directors of Saevik Supply to purchase, subject to specified
conditions, all of the outstanding shares of Saevik Supply (the
"Saevik Shares") for 165 NOK per share, or approximately $290 million
(at then prevailing exchange rates) through a public bid conducted in
accordance with the rules of the Oslo Stock Exchange. Trico's offer
was accepted by the board of directors of Saevik Supply on October 7,
1997 with the condition that Saevik Supply's principal office continue
to be located in Fosnavag, Norway, and that the branch offices in
Kristiansand, Norway and Aberdeen, Scotland remain in operation. In
addition, the board of directors of Saevik Supply agreed not to
solicit an offer or merger proposal by any third party with respect to
Saevik Supply or the Saevik Shares and to notify Trico if any third
party approached the board of directors about an offer or merger
proposal and to recommend Trico's bid to the stockholders of Saevik
Supply. Prior to making its decision to commence its public bid,
Trico received the irrevocable agreement of Per Saevik, the Company's
founder and chief executive officer, and Ulstein Industrier AS, who
together owned 19.18% of the outstanding Saevik Shares, to tender
their shares in the public bid, and conducted its due diligence
investigation of Saevik Supply.
Trico commenced its public bid on October 27, 1997, and it
expired on November 25, 1997. Trico paid approximately $287.5 million
for the Saevik Shares that were tendered by November 25, 1997, which
amounted to approximately 99% of the outstanding Saevik Shares. The
remaining Saevik Shares were subsequently purchased by the Company for
approximately $1.2 million.
Trico intends to continue to manage the Saevik Supply fleet
utilizing the present operational management of Saevik Supply, all of
which have remained with the Company.
In order to fund the Acquisition and certain related expenses,
the Company borrowed $68.5 million under the Revolving Credit Facility
and $125.0 million in Term Loans and completed the Series C Offering.
The approximate $123.0 million in net proceeds from the Common Stock
Offering, together with other available funds, were used to repay the
Term Loans. The approximate $68.6 million in net proceeds of the
Series E Offering were used to repay indebtedness under the Revolving
Credit Facility.
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 $68.6 million) repay outstanding indebtedness under the
Revolving Credit Facility that was incurred to fund a portion of the
Acquisition. See "The Acquisition."
CAPITALIZATION
The following table sets forth (i) the consolidated unaudited
capitalization of the Company as of September 30, 1997, (ii) on a pro
forma basis giving effect to the Acquisition as if it occurred on
September 30, 1997 and (iii) as adjusted to give effect to the
incurrence of long-term debt under the Bank Credit Facility to fund
the Acquisition, the Original Offering, the Common Stock Offering and
the Series C Offering. This table should be read in conjunction with
the Company's pro forma consolidated financial statements,
consolidated financial statements and respective notes thereto
incorporated by reference herein.
September 30, 1997
Pro Forma
Actual As Adjusted
-------- --------
(Dollars in thousands)
Long-term debt, including current maturities:
8 1/2% Senior Notes due 2005 $ 110,000 $ 280,000
Bank debt 4,000 110,446
Total long-term debt 114,000 390,446
Stockholders' equity:
Preferred stock, $.01 par value per share;
5,000,000 shares authorized; no shares
outstanding --- ---
Common Stock, $.01 par value per share;
40,000,000 shares authorized; 15,755,598 and
20,355,598 issued and 15,683,566 and
20,283,566 outstanding (1) 158 204
Additional paid-in capital 94,143 217,125
Retained earnings 34,453 34,453
Treasury stock (72,032 shares) (1) (1)
Total stockholders' equity 128,753 251,781
Total capitalization $242,753 $ 642,227
(1) Excludes an aggregate of 1,494,080 shares of Common Stock
issuable as of September 30, 1997 upon exercise of options granted
under the Company's stock option plans.
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 September 30, 1996 and 1997
and for the nine 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. 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 September 30, 1997 incorporated by reference into this
Prospectus. The financial information for the year ended December 31,
1992 and the ten month period ended October 28, 1993 reflects
operating results for the vessels acquired by the Company from
Chrysler Capital Corporation ("Chrysler") in October 1993.
<TABLE>
<CAPTION>
Year ended December 31,
Ten months Ten months
ended ended Nine months
October 28, December 31, ended September 30,
1992(1) 1993(1) 1993(1) 1994 1995 1996 1996 1997(2)
(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 $ 32,885 $ 83,879
Direct
operating
expenses:
Direct vessel
operating
expenses 13,360 16,511 3,042 17,165 16,988 24,150 16,314 28,388
General and
administrative 1,338 1,412 256 2,057 2,509 3,277 2,224 4,157
Amortization of
marine
inspection
costs 1,099 1,176 222 1,490 1,930 2,158 1,432 2,093
Other 367 875 33 764 545 309 211 204
------- -------
Revenues less
direct
operating
expenses $ 1,824 $ 6,897 --- --- --- --- --- ---
Depreciation
and
amortization 502 2,786 2,740 4,478 2,861 7,995
Operating
income 2,090 4,772 1,986 19,112 9,843 41,042
Interest
expense 620 3,767 3,850 2,282 1,710 3,677
Amortization of
deferred
financing
costs 60 344 381 263 217 144
Gain on sale of
assets --- --- (244) (59) (7) (255)
Other income,
net --- (51) (32) (79) (65) (134)
Income tax
expense
(benefit) 564 226 (670) 5,814 2,788 13,164
Extraordinary
item, net of
taxes --- --- --- (917) (917) ---
Net income
(loss) $ 846 $ 486 (1,299) 9,974 4,283 24,446
Income (loss)
per share
before extraorordinary
item(3) $ 0.14 $ 0.08 (0.21) 0.88 0.46 1.45
Extraordinary
item per share(3) --- --- --- (0.07) (0.08) ---
Net income
(loss) per share(3) $ 0.14 $ 0.08 $ (0.21) 0.81 0.38 1.45
Weighted
average
common shares(3) 6,040 6,020 6,101 12,381 11,171 16,889
Other Financial Data:
Capital
expenditures:
Acquisitions --- --- 1,475 71,031 26,062 99,626
Vessel --- 30 3,474 7,232 2,827 19,281
construction/
major upgrades
upgrades
Maintenance 17 2,141 2,509 3,164 1,594 9,527
and other
Ratios:
Earnings to
fixed charges 3.1x 1.2x ---(4) 7.7x 5.1x 10.8x
Pro forma
earnings to
fixed charges(8) 1.4x 3.7x
</TABLE>
<TABLE>
<CAPTION>
1993(1)
Ten months Two months Nine months
ended ended ended
October 28, December 31, Year ended December 31, September 30,
1993 1993 1994 1995 1996 1996 1997
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Data:
Supply boats:
Average number of
vessels 16.0 16.0 16.0 16.0 21.2 18.2 40.7
Average vessel
utilization rate(5) 85% 90% 77% 78% 94% 93% 85%
Average vessel day $ 2,833 $ 3,253 $ 3,057 $ 3,060 $ 4,917 $ 4,302 $ 7,130
rate(6)
Lift boats:
Average number of
vessels 5.0 5.0 5.0 5.9 6.0 6.0 6.0
Average vessel
utilization rate(5) 70% 57% 57% 45% 67% 66% 71%
Average vessel day
rate(6) $ 4,735 $ 4,970 $ 5,017 $ 4,656 $ 4,995 $ 4,805 $ 5,705
Crew/line handling
boats:(7)
Average number of
vessels 24.0 23.0 22.3 16.8 23.3 22.8 24.0
Average vessel
utilization rate(5) 93% 91% 82% 85% 95% 95% 97%
Average vessel day
rate(6) $ 1,401 $ 1,500 $ 1,465 $ 1,480 $ 1,579 $ 1,547 $ 1,937
</TABLE>
December 31, September 30,
1993 1994 1995 1996 1997
(In thousands)
Balance Sheet Data:
Working capital (deficit),
including current
maturities of long-term
debt $ (2,704) $ 1,550 $ (844) $ 10,073 $ 12,925
Property and equipment,
net 45,191 38,508 39,264 119,142 230,038
Total assets 55,207 51,419 52,113 143,355 277,757
Long-term debt 37,560 35,452 36,780 21,000 114,000
Stockholders' equity 6,450 7,002 5,712 103,980 128,753
(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) Does not give pro forma effect to any of the acquisitions
completed by the Company in 1997, including its acquisition of 11
supply vessels in July 1997.
(3) Share and per share amounts have been adjusted to reflect a 100%
stock dividend effective June 9, 1997.
(4) Earnings were insufficient to cover fixed charges, and fixed
charges exceeded earnings by approximately $2.0 million.
(5) 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.
(6) Average day rates are the average of revenue per day per vessel
under contract.
(7) Average utilization and day rates for all line handling vessels
reflect the contract rates for the Company's unconsolidated
Brazilian operating company.
(8) The pro forma information gives effect to the Acquisition as if
it occurred at the beginning of the period and as adjusted to
give effect to the incurrence of long-term debt under the Bank
Credit Facility to fund the Acquisition, the Original Offering,
the Common Stock Offering and the Series C Offering. This ratio
should be read in conjunction with the Company's pro forma
consolidated financial statements and respective notes thereto
incorporated by reference herein.
THE EXCHANGE OFFER
Purpose and Effect
The Old Notes were sold by the Company on December 24, 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 the date of this Prospectus, the Old Notes representing
$70,000,000 aggregate principal amount were outstanding and there were
three 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.
In connection with the issuance of the Old Notes, the Company
arranged for the Old Notes to be eligible for trading in The PORTAL
Market, 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 _____, 1998, unless the Company, in its sole discretion,
extends the Exchange Offer, in which case the term AExpiration 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, December 24, 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 (AATOP") 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 ADepositor"), (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
Chase Bank of Texas 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:
Chase Bank of Texas National Association Chase Bank of
Texas National Association
Corporate Trust Services Corporate Trust Services
P. O. Box 2320 1201 Main Street, 18th Floor
Dallas, Texas 75221-2320 Dallas, Texas 75202
Attn: Frank Ivins Attn: Frank Ivins
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 December
24, 1997 between the Company, the initial Guarantors (as defined
below) and Chase Bank of Texas National Association (formerly known as
Texas Commerce Bank National Association), as trustee (the "Trustee"),
the terms of which are substantially identical to those of the Series
A/B Indenture and the Series C/D Indenture. 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 ACompany" 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 and on
a parity with the Company's outstanding Series A, B, C and D Notes.
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. On a pro
forma basis giving effect to the Original Offering, the Acquisition,
the Common Stock Offering and the Series C Offering, at September 30,
1997, the Company would have had $390.5 million in outstanding
Indebtedness, $110.5 million of which would have been secured. 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 $70.0
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 $45.5 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 AChange 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 Series A/B Issue Date 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. For purposes of this paragraph only, any reference
herein to "Notes" shall be deemed to include the Old Notes, the New
Notes, and notes issued under the Series A/B Indenture and Series C/D
Indenture, respectively.
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
amount of all other Restricted Payments made by the Company and its
Restricted Subsidiaries after the Series A/B Issue Date (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 Series A/B Issue Date 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 Series A/B Issue Date 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, the Series A/B
Indenture and the Series C/D 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 Ratio 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, the Indenture, the Series A and B Notes,
the Series A/B Subsidiary Guarantees, the Series A/B Indenture
the Series C and D Notes, the Series C and D Subsidiary
Guarantees and the Series C/D 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 Series A/B Issue Date, (2) the
Indenture, the Notes, the Series A/B Indenture, the Series A and B
Notes, the Series C/D Indenture and the Series C and D 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 Series A/B Issue Date,
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 Series A/B Issue Date,
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 APayment 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 Series A/B Issue
Date, 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 Aholders" 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 power, 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 920, 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 also 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.
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 Adisposition") 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 Series A/B Issue Date 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 Series A/B Issue Date, 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 Series A/B Issue Date, (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.
"Series A/B Indenture" means the Indenture dated as of July 21,
1997 among the Company, the Subsidiary Guarantors thereto and Texas
Commerce Bank National Association, as Trustee, providing for the
issuance of the Series A and B Notes in the aggregate principal amount
of $110,000,000, as such may be amended and supplemented from time to
time.
"Series A/B Issue Date" means the date on which the Series A and
B Notes were originally issued under the Series A/B Indenture.
"Series A and B Notes" means the Company's 8 1/2% Senior Notes
due August 1, 2005 issued pursuant to the Series A/B Indenture, as
such may be amended or supplemented from time to time.
"Series A/B Subsidiary Guarantees" means those subsidiary
guarantees of the Series A and B Notes issued pursuant to the Series
A/B Indenture.
"Series C/D Indenture" means the Indenture dated as of November
14, 1997 among the Company, the Subsidiary Guarantors thereto and
Texas Commerce Bank National Association, as Trustee, providing for
the issuance of the Series C and D Notes in the aggregate principal
amount of $100,000,000, as such may be amended and supplemented from
time to time.
"Series C and D Notes" means the Company's 8 1/2% Senior Notes
due August 1, 2005 issued pursuant to the Series C/D Indenture, as
such may be amended or supplemented from time to time.
"Series C/D Subsidiary Guarantees" means those subsidiary
guarantees of the Series C and D Notes issued pursuant to the Series
C/D Indenture.
"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 Series A/B
Issue Date, (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 Company's consolidated balance sheets as of December 31, 1996
and 1995 and the combined statements of income, stockholders' equity
and cash flows for the three years ended December 31, 1996, and
related financial statement schedule incorporated by reference in this
Prospectus and the Registration Statement of which this Prospectus
forms a part, have been incorporated herein on the reliance of the
report of Coopers & Lybrand, L.L.P., independent accountants given
upon the authority of that firm as experts in accounting and auditing.
The consolidated financial statements of Saevik Supply as of
December 31, 1996 and for the year ended December 31, 1996
incorporated by reference in this Prospectus and the Registration
Statement of which this Prospectus forms a part, have been audited by
KPMG as Gerd Leira, independent accountants, as indicated in their
report with respect thereto, and have been incorporated herein by
reference in reliance upon the authority of said firm as experts in
accounting and auditing.
The statements of assets acquired and liabilities assumed and
revenue less direct operating expenses of the Viking Vessels (as
defined therein) for the years ended December 31, 1994, 1995 and 1996
incorporated by reference in this Prospectus and the Registration
Statement of which this Prospectus forms a part, have been audited by
Deloitte & Touche as Roar Skuland, independent accountants, as
indicated in their report with respect thereto, and are incorporated
herein by reference in reliance upon the authority of said firm as
experts in accounting and auditing.
No dealer, salesman or
other individual has been
authorized to give any
information or to make any
representations not in, or
incorporated in, this
Prospectus, in connection with
the Exchange Offer covered by
this Prospectus. If given or
made, such information or
representations must not be
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 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 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 7
The Acquisition 13
Use of Proceeds 13
Capitalization 14
Selected Consolidated Financial
and Operating Data 15
Exchange Offer 17
Description of the Notes 24
Legal Matters 48
Experts 48
$70,000,000
TRICO MARINE
SERVICES, INC.
Offer for All Outstanding
8 1/2% Senior Notes Due 2005,
Series E
in Exchange for
8 1/2% Senior Notes Due 2005,
Series F
PROSPECTUS
_________ , 1998
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.
Statement regarding Ratio of Earnings to Fixed
12 Charges.
23.1 Consent of Coopers & Lybrand, L.L.P.
23.2 Consent of KPMG as Gerd Leira.
23.3 Consent of Deloitte & Touche as Roar Skuland.
23.4 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 Chase Bank of Texas
25.1 National 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 February 19, 1998.
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 February 19, 1998
Thomas E. Fairley and Chief Executive
Officer
/s/ Ronald O. Palmer Chairman of the February 19, 1998
Ronald O. Palmer Board
/s/ Victor M. Perez Vice President, February 19, 1998
Victor M. Perez Chief Financial
Officer and
Treasurer (Principal
Financial Officer)
/s/ Kenneth W. Bourgeois Vice President and February 19, 1998
geois Controller
Kenneth W. Bourgeois (Principal
Accounting Officer)
/s/ Benjamin F. Bailar Director February 13, 1998
Benjamin F. Bailar
/s/ H. K. Acord Director February 13, 1998
H. K. Acord
/s/ Garth H. Greimann Director February 19, 1998
Garth H. Greimann
/s/ Edward C. Hutcheson Director February 19, 1998
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 February 19, 1998.
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 February 19, 1998
Thomas E. Fairley Executive Officer
/s/ Ronald O. Palmer Director and February 19, 1998
Ronald O. Palmer Executive Vice
President
/s/ Victor M. Perez Vice President, February 19, 1998
Victor M. Perez Chief Financial
Officer and
Treasurer (Principal
Financial Officer)
/s/ Kenneth W. Boureois Vice President and February 19, 1998
Kenneth W. Bourgeois Controller
(Principal
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 February 19, 1998.
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 February 19, 1998
Thomas E. Fairley and Chief Executive
Officer
/s/ Ronald O. Palmer Executive Vice February 19, 1998
Ronald O. Palmer President
/s/ Victor M. Perez Vice President, February 19, 1998
Victor M. Perez Chief Financial
Officer and
Treasurer (Principal
Financial Officer)
/s/ Kenneth W. Bourgeois Vice President and February 19, 1998
Kenneth W. Bourgeois Controller
(Principal
Accounting Officer)
Jones, Walker EXHIBIT 5
Waechter, Poitevent
Carrere & Denegre, L.L.P.
February 19, 1998
Trico Marine Services, Inc.
250 North American Court
Houma, Louisiana 70363
Re: Trico Marine Services, Inc.
Registration Statement on Form S-4
$70,000,000 aggregate principal amount of
8 1/2% Series F 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 $70 million aggregate principal
amount of the Company's 8 1/2% Series F Senior Notes due 2005 (the
"New Notes") for a like principal amount of the Company's 8 1/2%
Series E 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 December 24, 1997, by and among
the Company, the Guarantors and Chase Bank of Texas National
Association (formerly known as 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,
CARRERE & DENEGRE, L.L.P.
JONES, WALKER, WAECHTER, POITEVENT,
CARRERE & DENEGRE, L.L.P.
TRICO MARINE SERVICES, INC.
EXHIBIT 12
STATEMENT OF COMPUTATION OF RATIO OF EARNINGS
TO FIXED CHARGES
(In thousands, except ratios)
<TABLE>
<CAPTION>
Two months Nine months
ended ended
December 31, Year ended December 31, September 30,
1993 1994 1995(1) 1996 1996 1997
<S> <C> <C> <C> <C> <C> <C>
Income (loss) before extraordinary item $ 846 $486 $(1,299) $10,891 $364 $24,446
Income tax expense (benefit) 564 226 (670) 5,814 2,788 13,164
Earnings from continuing operations $1,410 $712 $(1,969) $16,705 $7,988 $37,610
before income taxes and extraordinary
item
Fixed charges
Interest on long-term debt $ 620 $3,767 $3,850 $2,282 $1,710 $3,677
Amortization of deferred 60 344 381 197 217 144
financing costs
Total fixed charges $ 680 $4,111 $4,231 $2,479 $1,138 $3,821
Earnings from continuing operations
before income taxes and fixed charges $2,090 $4,823 $2,262 $19,184 $9,915 $41,431
Ratio of earnings to fixed charges 3.1 1.2 0.5 7.7 5.1 10.8
fixed charges
(1) Earnings were insufficient to cover fixed charges, and fixed
charges exceeded earnings by approximately $2.0 million.
</TABLE>
STATEMENT OF COMPUTATION OF PRO FORMA
RATIO OF EARNINGS TO FIXED CHARGES
(in thousands except ratios)
Year ended Nine Months
December 31, ended
September 30,
1996 1997
---- ----
Income before extraordinary item $ 5,066 $37,388
Income tax expense (benefit) 3,506 17,292
Earnings from continuing operations before
income taxes and extraordinary item $ 8,572 $54,680
Fixed charges
Interest on long-term debt $19,162 $19,967
Amortization of deferred financing costs 263 144
Total fixed changes $19,425 $20,111
Earnings from continuing operations before $27,997 $74,791
income taxes and fixed charges
Ratio of earnings to fixed charges 1.4 3.7
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Trico Marine Services, Inc. on Form S-4 of our
reports dated February 12, 1997, except for the third paragraph
of Note 15 to which the date is June 9, 1997, on our audits of
the consolidated 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.
New Orleans, Louisiana
February 18, 1998
The Board of Directors
Saevik Supply ASA
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this report on
Form S-4 of our report dated March 6, 1997, with respect to the
consolidated balance sheet of Saevik Supply ASA and subsidiaries
as of December 31, 1996 and the related statements of earnings
and cash flows for the year then ended, appearing in the Form 8-
K/A of Trico Marine Services, Inc. dated December 2, 1997.
We also consent to the reference to our firm under the caption
"Experts."
Aalesund, Norway
February 17, 1998
KPMG as
/s/ Gerd Leira
Gerd Leira
State Authorized Public Accountant (Norway)
VIKING VESSELS
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this report on
Form S-4 of our report dated November 4, 1997, on our audit of
the statements of assets acquired and liabilities assumed for the
fleet of vessels acquired by Saevik Supply ASA from Viking Supply
Ships AS (Viking Vessels) for the year ended December 31, 1996
and the statement of revenue less direct operating expenses for
the years ended December 31, 1996, 1995 and 1994, appearing in
the Form 8-K/A of Trico Marine Services, Inc. dated December 2,
1997.
We also consent to the reference to our firm under the caption
"Experts."
DELOITTE & TOUCHE
Norway, February 18, 1998
/s/ Roar Skuland
Roar Skuland
State Authorized Public Accountant Norway
=============================================
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) ____
____________________
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
(formerly known as 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)
8 1/2% Senior Notes Due 2005
Series E and F
(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 the trustee.
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 underwriters
or 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.
# 2. A copy of the certificate of authority of the
trustee to commence business.
* 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.
+ 4. A copy of the existing bylaws of the trustee.
5. Not applicable.
6. The consent of United States institutional
trustees required by Section 321(b) of the Act.
0 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.
_______________________
NOTE REGARDING INCORPORATED EXHIBITS
Effective January 20, 1998, the name of the Trustee, Texas
Commerce Bank National Association, was changed to Chase Bank of
Texas, National Association. The exhibits incorporated by
reference below were filed under the former name of the Trustee.
! 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.
# 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.
* 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.
+ 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.
0 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. 333-34045.
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, Chase Bank of Texas, 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 18th day of February, 1998.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
(Trustee)
By:/s/ Mauri J. Cowen
Mauri J. Cowen
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
November 14, 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 (now known as Chase Bank of Texas, National
Association), as Trustee, entered into in connection with the
issuance of their 8 1/2% Senior Notes Due 2005, Series E and F.
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,
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee
By: /s/ Mauri J. Cowen
Mauri J. Cowen
Vice President and Trust Officer
TRICO MARINE SERVICES, INC.
LETTER OF TRANSMITTAL
FOR
OFFER TO EXCHANGE
8 1/2% SENIOR NOTES DUE 2005, SERIES F
FOR ALL OUTSTANDING
8 1/2% SENIOR NOTES DUE 2005, SERIES E
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON ____________, 1998, UNLESS EXTENDED BY
TRICO MARINE SERVICES, INC. (THE "EXPIRATION DATE").
THE EXCHANGE AGENT
FOR THE EXCHANGE OFFER IS:
CHASE BANK OF TEXAS NATIONAL ASSOCIATION
For Delivery by Mail: For Overnight Delivery
Only:
Chase Bank of Texas
National Association Chase Bank of Texas
Corporate Trust Services National Association
P. O. Box 2320 Corporate Trust Services
Dallas, Texas 75221-2320 1201 Main Street, 18th
Attn: Frank Ivins Floor
Dallas, Texas 75202
Attn: Frank Ivins
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 _______________, 1998 (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% Senior Notes due 2005,
Series F (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% Senior
Notes due 2005, Series E (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.
DESCRIPTION OF OLD NOTES TENDERED
Name(s) and Address(es) of Registered
Owner(s) as (it/they) appear(s) on
the 8 1/2% Senior Notes due 2005,
Series E
Certificate Aggregate Principal
Principal
Numbers Amount Amount
of Old Represented Tendered
Notes* by Old
Notes
Total Principal **
Amount of Old
Notes Tendered
(If additional space is required, attach a continuation sheet
in substantially the above form.)
* 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 New 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 New 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 New 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 New 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 December 24, 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 Issuance
Instructions," please issue the certificates for the New Notes in
the name of the undersigned.
TRICO MARINE SERVICES, INC.
NOTICE OF GUARANTEED DELIVERY
OF 8 1/2% SENIOR NOTES, SERIES E
DUE 2005
As set forth in the Prospectus dated _____________, 1998 (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% Senior Notes
due 2005, Series F (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 Letter of
Transmittal) 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: Chase Bank of Texas National Association (the "Exchange Agent")
For Delivery by Mail: For Overnight Delivery
Only:
Chase Bank of Texas
National Association Chase Bank of Texas
Corporate Trust Services National Association
P. O. Box 2320 Corporate Trust Services
Dallas, Texas 75221-2320 1201 Main Street, 18th
Attn: Frank Ivins Floor
Dallas, Texas 75202
Attn: Frank Ivins
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
______________, 1998, 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 Aggregate Principal Principal
Number(s) (if known) Amount Represented Amount
of Old Notes or by Tendered
Account Number at Old Notes
the Book-Entry
Facility
Total:
Please Sign and Complete
Signature(s): Name(s):
Address: Capacity (full title), if
signing in a representative
(Zip Code) capacity:
Area Code and Telephone
Number:
Taxpayer Identification or
Dated: Social 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:__________________, 1998 ______________________________
Address Zip Code
