UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): February 18, 1998
TRICO MARINE SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-28316 72-1252405
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
250 North American Court
Houma, Louisiana 70363
(Address of principal executive offices)(Zip Code)
(504) 851-3833
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)
Item 5. Other Events.
On February 18, 1998, the Board of Directors of Trico Marine
Services, Inc. (the "Company") declared a dividend payable on
March 11, 1998 of one preferred stock purchase right (a "Right")
for each outstanding share of common stock, par value $0.01 per
share (the "Common Stock"), of the Company held of record on
March 6, 1998 (the "Record Date"), or issued thereafter and prior
to the Distribution Date (as hereinafter defined). Each Right
entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series AA Participating Cumulative
Preference Stock, par value $0.01 per share (the "Preference
Shares"), of the Company at a price of $105 per one
one-thousandth of a Preference Share (the "Purchase Price"),
subject to adjustment as described below. The description and
terms of the Rights are set forth in a Rights Agreement dated as
of February 19, 1998 (the "Rights Agreement") between the Company
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent
(the "Rights Agent").
Initial Status of the Rights
The Rights Agreement provides that until the earlier to
occur of (i) 10 days following a public announcement that a
person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 15% or
more of the outstanding Common Stock or (ii) 10 business days (or
such later date as may be determined by action of the Board of
Directors prior to such time as any person or group of affiliated
persons becomes an Acquiring Person) following the commencement
of, or announcement of an intention to make, a tender offer or
exchange offer that, if consummated, would result in the
beneficial ownership by a person or group of 15% or more of the
outstanding Common Stock (the earlier of such dates being called
the "Distribution Date"), the Rights will be evidenced by the
Common Stock certificates. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will
be transferred with and only with the Common Stock. New Common
Stock certificates issued after the Record Date but prior to the
Distribution Date (or earlier redemption or expiration of the
Rights) upon transfer or new issuance of Common Stock will
contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any
certificates for Common Stock outstanding as of the Record Date
will also constitute the transfer of the Rights associated with
the Common Stock represented by such certificate.
Distribution and Term of Rights
As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights will be mailed to
holders of record of the Common Stock as of the close of business
on the Distribution Date and such separate certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on February 19, 2008 (the "Final
Expiration Date"), unless the Final Expiration Date is extended
or unless the Rights are earlier redeemed or exchanged by the
Company, in each case, as described below.
Triggering Events
In the event that the Company is acquired in a merger or
other business combination transaction or 50% or more of its
consolidated assets or earning power are sold after a person or
group has become an Acquiring Person, proper provision will be
made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise
price of the Right. In the event that any person or group of
affiliated or associated persons becomes an Acquiring Person,
proper provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right
to receive upon exercise that number of shares of Common Stock
having a market value at the time of such occurrence of two times
the exercise price of the Right.
Anti-Dilution
The Purchase Price payable, and the number of Preference
Shares or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preference
Shares, (ii) upon the grant to holders of the Preference Shares
of certain rights, options or warrants to subscribe for or
purchase Preference Shares at a price, or securities convertible
into Preference Shares with a conversion price, less than the
then-current market price of the Preference Shares or (iii) upon
the distribution to holders of the Preference Shares of evidences
of indebtedness or assets (excluding regular periodic cash
dividends or dividends payable in Preference Shares) or of
subscription rights or warrants (other than those referred to
above).
The number of outstanding Rights and the number of one
one-thousandths of a Preference Share issuable upon exercise of
each Right are also subject to adjustment in the event of a stock
split of the Common Stock or a stock dividend on the Common Stock
payable in Common Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
Preference Shares will be issued (other than fractions which are
integral multiples of one one-thousandth of a Preference Share,
which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preference Shares
on the last trading day prior to the date of exercise.
Exchange and Redemption
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of
50% or more of the outstanding Common Stock, the Board of
Directors of the Company may exchange the Rights (other than
Rights owned by such person or group which will have become null
and void), in whole or in part, at an exchange ratio of one share
of Common Stock, or one one-thousandth of a Preference Share, per
Right (subject to adjustment).
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15%
or more of the outstanding Common Stock, the Board of Directors
of the Company may redeem the Rights in whole, but not in part,
at a price of $.01 per Right (the "Redemption Price"), subject to
adjustment. The redemption of the Rights may be made effective
at such time, on such basis and with such conditions as the Board
of Directors in its sole discretion may establish. Immediately
upon any redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
Rights, Preferences and Limitations of Purchase Rights
Preference Shares purchasable upon exercise of the Rights
will not be redeemable. Each Preference Share will be entitled
to a minimum preferential quarterly dividend payment of the
greater of $1.00 or 1,000 times the aggregate dividend declared
per share of Common Stock. In the event of liquidation, the
holders of the Preference Shares will be entitled to a minimum
preferential liquidation payment of $100 per share and, under
certain circumstances, may be entitled to receive additional
distributions. Each Preference Share will entitle the holder to
1,000 votes, voting together with the Common Stock. Finally, in
the event of any merger, consolidation or other transaction in
which Common Stock is exchanged, each Preference Share will be
entitled to receive 1,000 times the amount received per share of
Common Stock. These rights are protected by customary
antidilution provisions. Because of the nature of Preference
Shares' dividend, liquidation and voting rights, the value of
each one one-thousandth interest in a Preference Share
purchasable upon exercise of each Right should approximate the
value of a share of the Common Stock.
Amendments
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of
the Rights, including an amendment to lower the 15% thresholds
described above to not less than the greater of (i) the sum of
.001% and the largest percentage of the outstanding Common Stock
then known to the Company to be beneficially owned by any person
or group of affiliated or associated persons and (ii) 10%, except
that from and after such time as any person or group of
affiliated or associated persons becomes an Acquiring Person, no
such amendment may adversely affect the interests of the holders
of the Rights.
Miscellaneous
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
The Rights will not prevent a takeover of the Company.
However, the Rights may cause substantial dilution to a person or
group that acquires 15% or more of the Common Stock unless the
Rights are first redeemed by the Board of Directors.
Nevertheless, the Rights should not interfere with any merger or
other business combination approved by the Board of Directors
since the Rights may be redeemed by the Company as described
above.
While the dividend of the Rights will not be taxable to the
stockholders or to the Company, stockholders or the Company may,
depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable as described above.
The Rights Agreement, the Certificate of Designations for
the Preference Shares, a form of Rights Certificate and the press
release announcing the declaration of the Rights are attached
hereto as exhibits and are incorporated herein by reference. The
foregoing description of the Rights is qualified in its entirety
by reference to such exhibits.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not Applicable.
(c) Exhibits.
99.1 Rights Agreement, dated as of February 19, 1998,
between Trico Marine Services, Inc. and ChaseMellon
Shareholder Services, L.L.C. (the "Rights Agreement")
(incorporated herein by reference to the Company's
Registration Statement on Form 8-A filed with the
Commission on March 6, 1998).
99.2 Certificate of Designations for the Series AA
Participating Cumulative Preference (incorporated
herein by reference to the Company's Registration
Statement on Form 8-A filed with the Commission on
March 6, 1998).
99.3 Forms of Right Certificate, Assignment, and Election to
Purchase, included as Exhibit B to the Rights Agreement
(incorporated herein by reference to the Company's
Registration Statement on Form 8-A filed with the
Commission on March 6, 1998).
99.4 Press release dated February 19, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
TRICO MARINE SERVICES, INC.
By: /s/ Victor M. Perez
Victor M. Perez
Vice President and
Chief Financial Officer
Dated: March 3, 1998
TRICO MARINE SERVICES, INC.
Press Release
For immediate release Victor M. Perez
Tom Green
713-780-9926
[email protected]
TRICO MARINE ANNOUNCES ADOPTION OF STOCKHOLDER RIGHTS PLAN
Houston, TX. February 19, 1998 - Trico Marine Services,
Inc., ("Trico") (NASDAQ:TMAR) today announced that its
Board of Directors adopted a Stockholder Rights Plan
(the "Plan"). Under the Plan, Preference Stock
Purchase Rights (the "Rights") will be distributed as a
dividend at the rate of one Right for each share of
Trico common stock held as of record as of the close of
business on March 6, 1998.
Thomas E. Fairley, president and chief executive
officer of Trico, stated: "The Plan is designed to
deter coercive or unfair takeover tactics that could
prevent Trico's stockholders from participating fully
in the existing value of Trico and in the creation of
additional stockholder value through our long-term
growth strategy, especially given the recent volatility
of the U.S. equity markets and the energy services
sector in particular. This Plan provides the Board
with more flexibility to maximize long-term stockholder
value and is an important tool the Board may use to
protect Trico's stockholders from hostile actions by
potential acquirers that the Board determines are not
in the best interest of Trico and its stockholders. In
the event of a legitimate offer to acquire Trico, the
Plan will ensure that the Board will have the ability
to negotiate a full and fair offer for all of our
stockholders. Moreover, we believe the Plan will
significantly enhance the ability of the Board to
extract a higher premium from a potential acquirer."
Mr. Fairley added that the Rights are not being
distributed in response to any specific effort to
acquire control of Trico, and that the Board is not
aware of any such effort.
Each Right will entitle holders of Trico common stock
to buy a fraction of a share of a new series of Trico's
preferred stock at an exercise price of $105.00. The
Rights will become exercisable and detach from the
common stock, only if a person or group, with certain
exceptions, acquires 15% or more of the outstanding
Trico common stock, or announces a tender or exchange
offer that, if consummated would result in a person or
group beneficially owning 15% or more of Trico's
outstanding common stock. Once exercisable, each Right
will entitle the holder (other than the acquiring
person) to acquire Trico common stock with a value of
twice the exercise price of the Rights. Trico will
generally be able to redeem the Rights at $0.01 per
Right at any time until the close of business on the
tenth day after the Rights become exercisable. Details
of the Plan are outlined in materials that will e
mailed to all Trico stockholders.
Trico Marine provides marine support services to the
oil and gas industry, primarily in the Gulf of Mexico,
the North Sea and Brazil. The services provided by the
Company's diversified fleet of vessels include the
marine transportation of drilling materials, supplies
and crews and support for the construction,
installation, and maintenance and removal of offshore
facilities.
