Filed pursuant to Rule 424(b)(3)
Registration No. 333-46577
PROSPECTUS
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 March 6, 1998.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Company and the Guarantors will accept for exchange any
and all Old Notes validly tendered and not withdrawn prior to
5:00 p.m., New York City time, on April 8, 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 April 8, 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 Two 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: 13,360 16,511 3,042 17,165 16,988 24,150 16,314 28,388
Direct vessel
operating expenses 1,338 1,412 256 2,057 2,509 3,277 2,224 4,157
General and
administrative
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 564 226 (670) 5,814 2,788 13,164
(benefit)
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
extraordinary 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:
Acquistions --- --- 1,475 71,031 26,062 99,626
Vessel construction/
major upgrades --- 30 3,474 7,232 2,827 19,281
Maintenance and other 17 2,141 2,509 3,164 1,594 9,527
Ratios:
Earnings to fixed
charges 3.1x 1.2x ---(4) 7.7x 5.1x 10.8x
Pro forma earnings
fixed charges(8) 1.4x 3.7x
1993(1)
Ten months Two months
ended ended Nine months
October 28, December 31, ended September 30,
1993 1993 1994 1995 1996 1996 1997
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 rate(6) $ 2,833 $ 3,253 $ 3,057 $ 3,060 $ 4,917 $ 4,302 $ 7,130
Lift boats:
Average number of vessels 5.0 5.0 5.0 5.9 6.0 6.0 6.0
Average vessel utilization 70% 57% 57% 45% 67% 66% 71%
rate(5)
Average vessel day rate(6) $ 4,735 $ 4,970 $ 5,017 $ 4,656 $ 4,995 $ 4,805 $ 5,705
rate(6)
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
December 31, September 30,
1993 1994 1995 1996 1997
(In thousands)
Balance Sheet Data:
Working capital (deficit), $ (2,704) $ 1,550 $ (844) $ 10,07 $ 12,925
including current maturities
of long-term debt
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
</TABLE>
- ----------------------------
(1) Reflects the historical results of operations of the Company
for the two months ended December 31, 1993 and the
historical results of operations for the vessels acquired
from Chrysler on October 29, 1993, for the ten months ended
October 28, 1993 and the year ended December 31, 1992.
Accordingly, interest expense, other income, net, income tax
expense, depreciation and amortization and net income are
not presented for such vessels because such items would be
based on Chrysler's historical cost and borrowings and are
not relevant to the ongoing results of the Company.
(2) 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 April 8, 1998, unless the Company, in its sole
discretion, extends the Exchange Offer, in which case the term
"Expiration Date" shall mean the latest date and time to which
the Exchange Offer is extended. In order to extend the Exchange
Offer, the Company will notify the Exchange Agent and each
registered holder of any extension by oral or written notice
prior to 9:00 a.m., New York City time, on the next business day
after the previously scheduled Expiration Date. During any
extension of the Exchange Offer, all Old Notes previously
tendered pursuant to the Exchange Offer and not withdrawn will
remain subject to the Exchange Offer. The date of the exchange
of the New Notes for Old Notes will be the first Nasdaq National
Market ("NNM") trading day following the Expiration Date.
The Company reserves the right, in its sole discretion,
(i) to delay accepting any Old Notes, to extend the Exchange
Offer or, if any of the conditions set forth under "The Exchange
Offer -- Conditions to Exchange Offer" have not been satisfied
and have not been waived by the Company, to terminate the
Exchange Offer, by giving oral or written notice of such delay,
extension or termination to the Exchange Agent, or (ii) to amend
the terms of the Exchange Offer in any manner deemed by it to be
advantageous to the holders of the Old Notes. Any such delay in
acceptance, extension, termination or amendment will be followed
as promptly as practicable by oral or written notice thereof to
the registered holders. If the Exchange Offer is amended in any
manner determined by the Company to constitute a material change,
the Company will promptly disclose such amendment by means of a
prospectus supplement that will be distributed to the registered
holders, and the Company will extend the Exchange Offer for a
period of time, depending upon the significance of the amendment
and the manner of disclosure to the registered holders, if the
Exchange Offer would otherwise expire during such period.
Interest on the New Notes
The New Notes will bear interest payable semi-annually on
February 1 and August 1 of each year, commencing February 1,
1998. Holders of New Notes of record on January 15, 1998 will
receive interest on February 1, 1998 from the date of issuance of
the New Notes, plus an amount equal to the accrued interest on
the Old Notes from the date of issuance of the Old Notes,
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 ("ATOP") to tender Old Notes. The Company further
understands that the Exchange Agent will request, within two
business days after the date the Exchange Offer commences, that
DTC establish an account with respect to the Old Notes for the
purpose of facilitating the Exchange Offer, and any participant
may make book-entry delivery of Old Notes by causing DTC to
transfer such Old Notes into the Exchange Agent's account in
accordance with DTC's ATOP procedures for transfer. However, the
exchange of the Old Notes so tendered will only be made after
timely confirmation (a "Book-Entry Confirmation") of such book-
entry transfer and timely receipt by the Exchange Agent of an
Agent's Message (as defined in the next sentence), and any other
documents required by the Letter of Transmittal. The term
"Agent's Message" means a message, transmitted by DTC and
received by the Exchange Agent and forming a part of Book-Entry
Confirmation, which states that DTC has received an express
acknowledgment from a participant tendering Old Notes which are
the subject of such Book-Entry Confirmation and that such
participant has received and agrees to be bound by the terms of
the Letter of Transmittal and that the Company may enforce such
agreement against such participant.
A tender will be deemed to have been received as of the date
when (i) the tendering holder's properly completed and duly
signed Letter of Transmittal accompanied by the Old Notes (or a
confirmation of book-entry transfer of such Old Notes into the
Exchange Agent's account at DTC), is received by the Exchange
Agent, or (ii) a Notice of Guaranteed Delivery or letter,
telegram or facsimile transmission to similar effect from an
Eligible Institution is received by the Exchange Agent.
Issuances of New Notes in exchange for Old Notes tendered
pursuant to a Notice of Guaranteed Delivery or letter, telegram
or facsimile transmission to similar effect by an Eligible
Institution will be made only against submission of a duly signed
Letter of Transmittal (and any other required documents) and
deposit of the tendered Old Notes.
All questions as to the validity, form, eligibility
(including time of receipt), acceptance, and withdrawal of
tendered Old Notes will be determined by the Company, in its sole
discretion, which determination will be final and binding. The
Company reserves the absolute right to reject any or all tenders
not in proper form or the acceptance for exchange of which may,
in the opinion of counsel for the Company, be unlawful. The
Company also reserves the absolute right to waive any of the
conditions of the Exchange Offer or any defect or irregularity in
the tender of any Old Notes. The Company's interpretation of the
terms and conditions of the Exchange Offer (including the
instructions in the Letter of Transmittal) will be final and
binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Notes must be
cured within such time as the Company shall determine. Although
the Company intends to notify holders of defects or
irregularities with respect to tenders of Old Notes, neither the
Company, the Exchange Agent, nor any other person shall be under
any duty to give notification of any defects or irregularities in
tenders or incur any liability for failure to give such
notification. Tenders of Old Notes will not be deemed to have
been made until such defects or irregularities have been cured or
waived. Any Old Notes received by the Exchange Agent that are
not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by
the Exchange Agent to the tendering holders, unless otherwise
provided in the Letter of Transmittal, as soon as practicable
following the Expiration Date.
In addition, the Company reserves the right in its sole
discretion to purchase or make offers for any Old Notes that
remain outstanding after the Expiration Date or, as set forth
under "Conditions to the Exchange Offer," to terminate the
Exchange Offer and, to the extent permitted by applicable law,
purchase Old Notes in the open market, in privately negotiated
transactions, or otherwise. The terms of any such purchases or
offers could differ from the terms of the Exchange Offer.
In all cases, issuance of New Notes for Old Notes that are
accepted for exchange pursuant to the Exchange Offer will be made
only after timely receipt by the Exchange Agent of certificates
for such Old Notes or a timely Book-Entry Confirmation of such
Old Notes into the Exchange Agent's account at DTC, a properly
completed and duly executed Letter of Transmittal (or, with
respect to DTC and its participants, electronic instructions in
which the tendering holder acknowledges its receipt of and
agreement to be bound by the Letter of Transmittal), and all
other required documents. If any tendered Old Notes are not
accepted for any reason set forth in the terms and conditions of
the Exchange Offer or if Old Notes are submitted for a greater
principal amount than the holder desires to exchange, such
unaccepted or non-exchanged Old Notes will be returned without
expense to the tendering Holder thereof (or, in the case of Old
Notes tendered by book-entry transfer into the Exchange Agent's
account at DTC pursuant to the book-entry transfer procedures
described below, such nonexchanged Old Notes will be credited to
an account maintained with such book-entry transfer facility) as
promptly as practicable after the expiration or termination of
the Exchange Offer.
Each broker-dealer that receives New Notes for its own
account in exchange for Old Notes, where the Old Notes were
acquired by such broker-dealer as a result of market-making
activities or other trading activities, must acknowledge that it
will deliver a prospectus in connection with any resale of such
New Notes.
Guaranteed Delivery Procedures
If the holder desires to accept the Exchange Offer and time
will not permit a Letter of Transmittal or Old Notes to reach the
Exchange Agent before the Expiration Date or the procedure for
book-entry transfer cannot be completed on a timely basis, a
tender may be effected if the Exchange Agent has received at its
office, on or prior to the Expiration Date, a letter, telegram or
facsimile transmission from an Eligible Institution setting forth
the name and address of the tendering holder, the name(s) in
which the Old Notes are registered and the certificate number(s)
of the Old Notes to be tendered, and stating that the tender is
being made thereby and guaranteeing that, within three NNM
trading days after the date of execution of such letter, telegram
or facsimile transmission by the Eligible Institution, such Old
Notes, in proper form for transfer (or a confirmation of book-
entry transfer of such Old Notes into the Exchange Agent's
account at DTC), will be delivered by such Eligible Institution
together with a properly completed and duly executed Letter of
Transmittal (and any other required documents). Unless Old Notes
being tendered by the above-described method are deposited with
the Exchange Agent within the time period set forth above
(accompanied or preceded by a properly completed Letter of
Transmittal and any other required documents), the Company may,
at its option, reject the tender. Copies of a Notice of
Guaranteed Delivery which may be used by Eligible Institutions
for the purposes described in this paragraph are available from
the Exchange Agent.
Terms and Conditions of the Letter of Transmittal
The Letter of Transmittal contains, among other things,
certain terms and conditions which are summarized below and are
part of the Exchange Offer.
Each holder who participates in the Exchange Offer will be
required to represent that any New Notes received by it will be
acquired in the ordinary course of its business, that such holder
is not participating in, and has no arrangement with any person
to participate in, the distribution (within the meaning of the
Securities Act) of the New Notes, and that such holder is not an
affiliate of the Company.
Old Notes tendered in exchange for New Notes (or a timely
confirmation of a book-entry transfer of such Old Notes into the
Exchange Agent's account at DTC) must be received by the Exchange
Agent, with the Letter of Transmittal and any other required
documents, by the Expiration Date or within the time periods set
forth above pursuant to a Notice of Guaranteed Delivery from an
Eligible Institution. Each holder tendering the Old Notes for
exchange sells, assigns and transfers the Old Notes to the
Exchange Agent, as agent of the Company, and irrevocably
constitutes and appoints the Exchange Agent as the holder's agent
and attorney-in-fact to cause the Old Notes to be transferred and
exchanged. The holder warrants that it has full power and
authority to tender, exchange, sell, assign and transfer the Old
Notes and to acquire the New Notes issuable upon the exchange of
such tendered Old Notes, that the Exchange Agent, as agent of the
Company, will acquire good and unencumbered title to the tendered
Old Notes, free and clear of all liens, restrictions, charges and
encumbrances, and that the Old Notes tendered for exchange are
not subject to any adverse claims when accepted by the Exchange
Agent, as agent of the Company. The holder also warrants and
agrees that it will, upon request, execute and deliver any
additional documents deemed by the Company or the Exchange Agent
to be necessary or desirable to complete the exchange, sale,
assignment and transfer of the Old Notes. All authority
conferred or agreed to be conferred in the Letter of Transmittal
by the holder will survive the death, incapacity or dissolution
of the holder and any obligation of the holder shall be binding
upon the heirs, personal representatives, successors and assigns
of such holder.
Withdrawal Rights
Except as otherwise provided herein, tenders of Old Notes
may be withdrawn at any time prior to 5:00 p.m., New York City
time, on the Expiration Date unless previously accepted for
exchange.
To withdraw a tender of Old Notes in the Exchange Offer, a
written, facsimile or (for DTC participation) electronic ATOP
transmission notice of withdrawal must be received by the
Exchange Agent at its address set forth herein prior to 5:00
p.m., New York City time, on the Expiration Date prior to
acceptance for exchange thereof by the Company. Any such notice
of withdrawal must (i) specify the name of the person having
deposited the Old Notes to be withdrawn (the "Depositor"),
(ii) identify the Old Notes to be withdrawn (including the
certificate number or numbers and principal amount of such Old
Notes), (iii) contain a statement that such holder is withdrawing
its election to have such Old Notes exchanged, (iv) be signed by
the holder in the same manner as the original signature on the
Letter of Transmittal by which such Old Notes were tendered
(including any required signature guarantees) or be accompanied
by documents of transfer sufficient to have the Trustee register
the transfer of such Old Notes in the name of the person
withdrawing the tender, and (v) specify the name in which any
such Old Notes are to be registered, if different from that of
the Depositor. If Old Notes have been tendered pursuant to the
procedure for book-entry transfer, any notice of withdrawal must
specify the name and number of the account at the book-entry
transfer facility. All questions as to the validity, form, and
eligibility (including time of receipt) of such notices will be
determined by the Company, whose determination shall be final and
binding on all parties. Any Old Notes so withdrawn will be
deemed not to have been validly tendered for purposes of the
Exchange Offer and no Exchange Notes will be issued with respect
thereto unless the Old Notes so withdrawn are validly returned.
Any Old Notes which have been tendered but which are not
exchanged for any reason will be returned to the holder thereof
without cost to such holder as soon as practicable after
withdrawal, rejection of tender, or termination of the Exchange
Offer. Properly withdrawn Old Notes may be retendered by
following one of the procedures (described above) under "--
Procedures for Tendering Old Notes" at any time on or prior to
the Expiration Date.
Conditions to the Exchange Offer
Notwithstanding any other provision of the Exchange Offer,
the Company will not be required to accept for exchange, or to
issue New Notes in exchange for, any Old Notes and may terminate
or amend the Exchange Offer if at any time before the acceptance
of such Old Notes for exchange or the exchange of the New Notes
for such Old Notes, the Company determines that the Exchange
Offer violates applicable law or Commission policy.
If the Company determines that it may terminate the Exchange
Offer, as set forth above, the Company may (i) refuse to accept
any Old Notes and return any Old Notes that have been tendered to
the holders thereof, (ii) extend the Exchange Offer and retain
all Old Notes tendered prior to the Expiration of the Exchange
Offer, subject to the rights of such holders of tendered Old
Notes to withdraw their tendered Old Notes or (iii) waive such
termination event with respect to the Exchange Offer and accept
all properly tendered Old Notes that have not been withdrawn. If
such waiver constitutes a material change in the Exchange Offer,
the Company will disclose such change by means of a supplement to
this Prospectus that will be distributed to each registered
holder of Old Notes, and the Company will extend the Exchange
Offer for a period of time, depending upon the significance of
the waiver and the manner of disclosure to the registered holders
of the Old Notes, if the Exchange Offer would otherwise expire
during such period. Holders of Old Notes will have certain
rights against the Company under the Registration Rights
Agreement should the Company fail to consummate the Exchange
Offer. See "Description of the Notes -- Registration Rights;
Liquidated Damages."
The foregoing conditions are for the sole benefit of the
Company and may be asserted by the Company regardless of the
circumstances giving rise to any such condition or may be waived
by the Company in whole or in part at any time and from time to
time in its sole discretion. The failure by the Company at any
time to exercise any of the foregoing rights shall not be deemed
a waiver of any such right and each such right shall be deemed an
ongoing right which may be asserted at any time and from time to
time.
In addition, the Company will not accept for exchange any
Old Notes tendered, and no New Notes will be issued in exchange
for, any such Old Notes, if at such time any stop order shall be
threatened or in effect with respect to the Registration
Statement of which this Prospectus constitutes a part of the
qualification of the Indenture under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"). In any such event
the Company is required to use every reasonable effort to obtain
the withdrawal of any stop order at the earliest possible time.
Exchange Agent
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 "Company" means Trico Marine Services, Inc., but
not any of its subsidiaries.
The Notes will be general unsecured obligations of the
Company, ranking pari passu in right of payment with all other
future senior borrowings of the Company and senior in right of
payment to any subordinated indebtedness incurred by the Company
in the future 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 "Change of Control Payment"). Within 30 days following a
Change of Control, the Company will mail a notice to each holder
of Notes and the Trustee describing the transaction that
constitutes the Change of Control and offering to repurchase
Notes on the date specified in such notice, which date shall be
no earlier than 30 days and no later than 60 days from the date
such notice is mailed (the "Change of Control Payment Date"),
pursuant to the procedures required by the Indenture and
described in such notice. The Company will comply with the
requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such
laws and regulations are applicable in connection with the
repurchase of Notes as a result of a Change of Control.
On or before the Change of Control Payment Date, the Company
will, to the extent lawful, (a) accept for payment all Notes or
portions thereof properly tendered pursuant to the Change of
Control Offer, (b) deposit with the Paying Agent an amount equal
to the Change of Control Payment in respect of all Notes or
portions thereof so tendered and (c) deliver or cause to be
delivered to the Trustee the Notes so accepted together with an
Officers' Certificate stating the aggregate principal amount of
Notes or portions thereof being purchased by the Company. The
Paying Agent will promptly mail to each holder of Notes so
tendered the Change of Control Payment for such Notes, and the
Trustee will promptly authenticate and mail (or cause to be
transferred by book entry) to each holder a new Note equal in
principal amount to any unpurchased portion of the Notes
surrendered, if any; provided, however, that each such new Note
will be in a principal amount of $1,000 or an integral multiple
thereof. The Company will publicly announce the results of the
Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.
Except as described above with respect to a Change of
Control, the Indenture does not contain provisions that permit
the holders of the Notes to require that the Company repurchase
or redeem the Notes in the event of a takeover, recapitalization
or similar transaction. In addition, the Company could enter
into certain transactions, including acquisitions, refinancing or
other recapitalizations, that could affect the Company's capital
structure or the value of the Notes, but that would not
constitute a Change of Control. The occurrence of a Change of
Control may result in a default under the Credit Facility and
give the lenders thereunder the right to require the Company to
repay all outstanding obligations thereunder. The Company's
ability to repurchase Notes following a Change of Control may
also be limited by the Company's then existing financial
resources.
The Company will not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change
of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in the Indenture
applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer.
A "Change of Control" will be deemed to have occurred upon
the occurrence of any of the following: (a) the sale, lease,
transfer, conveyance or other disposition (other than by merger
or consolidation), in one or a series of related transactions, of
all or substantially all of the assets of the Company and its
Subsidiaries, taken as a whole, (b) the adoption of a plan
relating to the liquidation or dissolution of the Company, (c)
the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is
that any "person" (as such term is used in Section 13(d)(3) of
the Exchange Act) becomes the "beneficial owner" (as such term is
defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act),
directly or indirectly through one or more intermediaries, of
more than 50% of the voting power of the outstanding voting stock
of the Company or (d) the first day on which more than a majority
of the members of the Board of Directors are not Continuing
Directors; provided, however, that a transaction in which the
Company becomes a Subsidiary of another Person (other than a
Person that is an individual) shall not constitute a Change of
Control if (i) the stockholders of the Company immediately prior
to such transaction "beneficially own" (as such term is defined
in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or
indirectly through one or more intermediaries, at least a
majority of the voting power of the outstanding voting stock of
the Company immediately following the consummation of such
transaction and (ii) immediately following the consummation of
such transaction, no "person" (as such term is defined above),
other than such other Person (but including the holders of the
Equity Interests of such other Person), "beneficially owns" (as
such term is defined above), directly or indirectly through one
or more intermediaries, more than 50% of the voting power of the
outstanding voting stock of the Company. For purposes of this
definition, a time charter of vessels to customers in the
ordinary course of business shall not be deemed to be a "lease"
under clause (a) above.
"Continuing Directors" means, as of any date of
determination, any member of the Board of Directors who (a) was a
member of the Board of Directors on the 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 "Payment Default") or (ii) results in the
acceleration of such Indebtedness prior to its express maturity
and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $5.0 million or more
and provided, further, that if any such default is cured or
waived or any such acceleration rescinded, or such Indebtedness
is repaid, within a period of 10 days from the continuation of
such default beyond the applicable grade period or the occurrence
of such acceleration, as the case may be, such Event of Default
and any consequential acceleration of the Notes shall be
automatically rescinded, so long as such rescission does not
conflict with any judgment or decree; (f) failure by the Company
or any of its Restricted Subsidiaries to pay final judgments
aggregating in excess of $5.0 million, which judgments are not
paid, discharged or stayed for a period of 60 days; (g) failure
by any Guarantor to perform any covenant set forth in its
Subsidiary Guarantee, or the repudiation by any Guarantor of its
obligations under its Subsidiary Guarantee or the
unenforceability of any Subsidiary Guarantee against a Guarantor
for any reason and (h) certain events of bankruptcy or insolvency
with respect to the Company or any Guarantor.
If any Event of Default occurs and is continuing, the
Trustee or the holders of at least 25% in principal amount of the
then outstanding Notes may declare all the Notes to be due and
payable immediately. Notwithstanding the foregoing, in the case
of an Event of Default arising from certain events of bankruptcy
or insolvency with respect to the Company any Guarantor, all
outstanding Notes will become due and payable without further
action or notice. The holders of a majority in principal amount
of the then outstanding Notes by written notice to the Trustee
may on behalf of all of the holders rescind an acceleration and
its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except
nonpayment of principal, interest, premium or Liquidated Damages
that have become due solely because of the acceleration) have
been cured or waived. Holders of the Notes may not enforce the
Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, holders of a majority in
principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may
withhold from holders of the Notes notice of any continuing
Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it
determines that withholding notice is in their interest.
In the case of any Event of Default occurring by reason of
any willful action (or inaction) taken (or not taken) by or on
behalf of the Company with the intention of avoiding payment of
the premium that the Company would have had to pay if the Company
then had elected to redeem the Notes pursuant to the optional
redemption provisions of the Indenture, an equivalent premium
shall also become and be immediately due and payable to the
extent permitted by law upon the acceleration of the Notes.
The holders of a majority in principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the
holders of all of the Notes waive any existing Default or Event
of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of the
principal of or interest or Liquidated Damages on the Notes.
The Company will be required to deliver to the Trustee
annually a statement regarding compliance with the Indenture, and
the Company will be required, upon becoming aware of any Default
or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.
No Personal Liability of Directors, Officers, Employees and
Stockholders
No director, officer, employee, incorporator or stockholder
of the Company or any Guarantor, as such, shall have any
liability for any obligations of the Company or any Guarantor
under the Notes, the Subsidiary Guarantees or the Indenture or
for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each holder of Notes by accepting
a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes.
Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the Commission that
such a waiver is against public policy.
Legal Defeasance and Covenant Defeasance
The Company may, at its option and at any time, elect to
have all of the obligations of itself and the Guarantors
discharged with respect to the outstanding Notes ("Legal
Defeasance") except for (a) the rights of holders of outstanding
Notes to receive payments in respect of the principal of and
premium, interest and Liquidated Damages on such Notes when such
payments are due from the trust referred to below, (b) the
Company's obligations with respect to the Notes concerning
issuing temporary Notes, registration of Notes, mutilated,
destroyed, lost or stolen Notes and the maintenance of an office
or agency for payment and money for security payments held in
trust, (c) the rights, powers, trusts, duties and immunities of
the Trustee, and the Company's obligations in connection
therewith and (d) the Legal Defeasance provisions of the
Indenture. In addition, the Company may, at its option and at
any time, elect to have the obligations of the Company released
with respect to certain covenants that are described in the
Indenture ("Covenant Defeasance") and thereafter any omission to
comply with such obligations shall not constitute a Default or
Event of Default with respect to the Notes. In the event
Covenant Defeasance occurs, certain event (not including non-
payment, bankruptcy, receivership, rehabilitation and insolvency
events) described under "Events of Default and Remedies" will no
longer constitute an Event of Default with respect to the Notes.
In order to exercise either Legal Defeasance or Covenant
Defeasance, (i) the Company must irrevocably deposit with the
Trustee, in trust, for the benefit of the holders of the Notes,
cash in U.S. dollars, non-callable Government Securities, or a
combination thereof, in such amounts as will be sufficient, in
the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of and premium, interest and
Liquidated Damages, if any, on the outstanding Notes on the
stated maturity or on the applicable redemption date, as the case
may be, and the Company must specify whether the Notes are being
defeased to maturity or to a particular redemption date, (ii) in
the case of Legal Defeasance, the Company shall have delivered to
the Trustee an opinion of counsel in the United States reasonably
acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal
Revenue Service a ruling or (B) since the 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 "holders" in this
"Description of the Notes" are to registered holders unless
otherwise indicated.
Amendment and Waiver
Except as provided below, the Indenture or the Notes may be
amended with the consent of the holders of at least a majority in
principal amount of the Notes then outstanding (including,
without limitation, consents obtained in connection with a
purchase of, or tender offer or exchange offer for, Notes), and
any existing default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the
holders of a majority in principal amount of the then outstanding
Notes (including consents obtained in connection with a tender
offer or exchange offer for Notes).
Without the consent of each holder affected, an amendment or
waiver may not (with respect to any Notes held by a non-
consenting Holder): (a) reduce the principal amount of Notes
whose holders must consent to an amendment or waiver, (b) reduce
the principal of or change the fixed maturity of any Note or
alter the provisions with respect to the redemption of the Notes
(other than provisions relating to the covenants described above
under the caption "--Repurchase at the Option of Holders"), (c)
reduce the rate of or change the time for payment of interest on
any Note, (d) waive a Default or Event of Default in the payment
of principal of or premium, interest or Liquidated Damages on the
Notes (except a rescission of acceleration of the Notes by the
holders of at least a majority in principal amount of the Notes
and a waiver of the payment default that resulted from such
acceleration), (e) make any Note payable in money other than that
stated in the Notes, (f) make any change in the provisions of the
Indenture relating to waivers of past defaults or the rights of
holders of Notes to receive payments of principal of or premium,
interest or Liquidated Damages on the Notes (except as permitted
in clause (g) hereof), (g) waive a redemption payment with
respect to any Note (other than a payment required by one of the
covenants described above under the caption "--Repurchase at the
Option of Holders"), (h) alter the ranking of the Notes relative
to other Indebtedness of the Company or (i) make any change in
the foregoing amendment and waiver provisions.
Notwithstanding the foregoing, without the consent of any
holder of Notes, the Company, the Guarantors and the Trustee may
amend or supplement the Indenture or the Notes to cure any
ambiguity, defect or inconsistency, to provide for uncertificated
Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to
holders of Notes in the case of a merger or consolidation, to
make any change that would provide any additional rights or
benefits to the holders of Notes or that does not adversely
affect the legal rights under the Indenture of any such holder,
to secure the Notes pursuant to the requirements of the "Liens"
covenant, to add any additional Guarantor or to release any
Guarantor from its Subsidiary Guarantee, in each case as provided
in the Indenture, or to comply with requirements of the
Commission in order to effect or maintain the qualification of
the Indenture under the Trust Indenture Act.
Neither the Company nor any of its Subsidiaries shall,
directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to
any holder of any Notes for or as an inducement to any consent,
waiver or amendment of any terms or provisions of the Indenture
or the Notes, unless such consideration is offered to be paid or
agreed to be paid to all holders of the Notes which so consent,
waive or agree to amend in the time frame set forth in
solicitation documents relating to such consent, waiver or
agreement.
Concerning the Trustee
The Indenture contains certain limitations on the rights of
the Trustee, should it become a creditor of the Company, to
obtain payment of claims in certain cases, or to realize on
certain property received in respect of any such claim as
security or otherwise. The Trustee will be permitted to engage
in other transactions; however, if it acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to
the Commission for permission to continue or resign.
The holders of a majority in principal amount of the then
outstanding Notes will have the right to direct the time, method
and place of conducting any proceeding for exercising any remedy
available to the Trustee, subject to certain exceptions. The
Indenture provides that in case an Event of Default shall occur
(which shall not be cured), the Trustee will be required, in the
exercise of its 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 "disposition") of any assets or rights (including,
without limitation, by way of a sale and leaseback), excluding
disposition in the ordinary course of business (provided that the
disposition of all or substantially all of the assets of the
Company and its Subsidiaries taken as a whole will be governed by
the provisions of the Indenture described above under the caption
"--Repurchase at the Option of Holders--Change of Control" and
the provisions described above under the caption "--Certain
Covenants--Merger, Consolidation, or Sale of Assets" and not by
the provisions of the Asset Sales covenant), (b) the issue or
sale by the Company or any of its Restricted Subsidiaries of
Equity Interests of any of the Company's Subsidiaries, and (c)
any Event of Loss, whether, in the case of clause (a), (b) or
(c), in a single transaction or a series of related transactions,
provided that such transaction or series of transactions (i) has
a fair market value in excess of $1.0 million or (ii) results in
the payment of net proceeds in excess of $1.0 million.
Notwithstanding the foregoing, the following transactions will be
deemed not to be Asset Sales: (A) a disposition of obsolete or
excess equipment or other assets; (B) a disposition of assets by
the Company to a Wholly Owned Restricted Subsidiary or by a
Wholly Owned Restricted Subsidiary to the Company or to another
Wholly Owned Restricted Subsidiary; (C) a disposition of Equity
Interests by a Wholly Owned Restricted Subsidiary to the Company
or to another Wholly Owned Restricted Subsidiary; (D) a Permitted
Investment or Restricted Payment that is permitted by the
Indenture; (E) a disposition of assets by the Company or any of
its Restricted Subsidiaries to a Person that is an Affiliate of
the Company or such Restricted Subsidiary and is engaged in the
business of providing marine support vessels and related services
to the oil and gas industry (or a business that is reasonably
complementary or related thereto as determined in good faith by
the Board of Directors), which Person is an Affiliate solely
because the Company or such Restricted Subsidiary has an
Investment in such Person, provided that such transaction
complies with the covenant described under the caption "--Certain
Covenants--Transactions with Affiliates"; (F) any charter or
lease of any equipment or other assets entered into in the
ordinary course of business and with respect to which the Company
or any Restricted Subsidiary thereof is the lessor, except any
such charter or lease that provides for the acquisition of such
assets by the lessee during or at the end of the term thereof for
an amount that is less than the fair market value thereof at the
time the right to acquire such assets occurs and (G) any trade or
exchange by the Company or any Restricted Subsidiary of equipment
or other assets for equipment or other assets owned or held by
another Person, provided that the fair market value of the assets
traded or exchanged by the Company or such Restricted Subsidiary
(together with any cash or Cash Equivalents) is reasonably
equivalent to the fair market value of the assets (together with
any cash or Cash Equivalents) to be received by the Company or
such Restricted Subsidiary. The fair market value of any non-
cash proceeds of a disposition of assets and of any assets
referred to in the foregoing clause (G) of this definition shall
be determined in the manner contemplated in the definition of the
term "fair market value," the results of which determination
shall be set forth in an Officers' Certificate delivered to the
Trustee.
"Attributable Indebtedness" in respect of a sale-and-
leaseback transaction means, at the time of determination, the
present value (discounted at the rate of interest implicit in
such transaction, determined in accordance with GAAP) of the
obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale-and-leaseback
transaction (including any period for which such lease has been
extended or may, at the option of the lessor, be extended). As
used in the preceding sentence, the "net rental payments" under
any lease for any such period shall mean the sum of rental and
other payments required to be paid with respect to such period by
the lessee thereunder, excluding any amounts required to be paid
by such lessee on account of maintenance and repairs, insurance,
taxes, assessments, water rates or similar charges. In the case
of any lease that is terminable by the lessee upon payment of
penalty, such net rental payment shall also include the amount of
such penalty, but no rent shall be considered as required to be
paid under such lease subsequent to the first date upon which it
may be so terminated.
"Capital Lease Obligation" means, at the time any
determination thereof is to be made, the amount of the liability
in respect of a capital lease that would at such time be required
to be capitalized on a balance sheet in accordance with GAAP.
"Capital Stock" means (a) in the case of a corporation,
corporate stock, (b) in the case of an association or business
entity, any and all shares, interests, participations, rights or
other equivalents (however designated) of corporate stock, (c) in
the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited),
and (d) any other interest or participation that confers on a
Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.
"Cash Equivalents" means (a) United States dollars, (b)
securities issued or directly and fully guaranteed or insured by
the United States government or any agency or instrumentality
thereof having maturities of not more than six months from the
date of acquisition, (c) certificates of deposit and Eurodollar
time deposits with maturities of six months or less from the date
of acquisition, bankers' acceptances with maturities not
exceeding six months and overnight bank deposits, in each case
with any commercial bank organized under the laws of any country
that is a member of the Organization for Economic Cooperation and
Development having capital and surplus in excess of $500 million,
(d) repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clauses
(b) and (c) above entered into with any financial institution
meeting the qualifications specified in clause (c) above, (e)
commercial paper having the highest rating obtainable from
Moody's Investors Service, Inc. or Standard & Poor's Rating
Service and in each case maturing within 270 days after the date
of acquisition, (f) deposits available for withdrawal on demand
with any commercial bank not meeting the qualifications specified
in clause (c) above, provided all such deposits do not exceed
$2.0 million in the aggregate at any one time, and (g) money
market mutual funds substantially all of the assets of which are
of the type described in the foregoing clauses (a) through (e).
"Common Stock" means the Common Stock of the Company, par
value $.01 per share.
"Consolidated Cash Flow" means, with respect to any Person
for any period, the Consolidated Net Income of such Person for
such period plus, to the extent deducted or excluded in
calculating Consolidated Net Income for such period, (a) an
amount equal to any extraordinary loss plus any net loss realized
in connection with an Asset Sale, (b) provision for taxes based
on income or profits of such Person and its Restricted
Subsidiaries, (c) Consolidated Interest Expense of such Person
and its Restricted Subsidiaries and (d) depreciation and
amortization (including amortization of goodwill and other
intangibles but excluding amortization of prepaid cash expenses
that were paid in a prior period) of such Person and its
Restricted Subsidiaries, in each case, on a consolidated basis
and determined in accordance with GAAP.
"Consolidated Interest Coverage Ratio" means with respect to
any Person for any period, the ratio of the Consolidated Cash
Flow of such Person for such period to the Consolidated Interest
Expense of such Person for such period; provided, however, that
the Consolidated Interest Coverage Ratio shall be calculated
giving pro forma effect to each of the following transactions as
if each such transaction had occurred at the beginning of the
applicable four-quarter reference period: (a) any incurrence,
assumption, guarantee or redemption by the Company or any of its
Restricted Subsidiaries of any Indebtedness (other than revolving
credit borrowings) subsequent to the commencement of the period
for which the Consolidated Interest Coverage Ratio is being
calculated but prior to the date on which the event for which the
calculation of the Consolidated Interest Coverage Ratio is made
(the "Calculation Date"); (b) any acquisition that has been made
by the Company or any of its Restricted Subsidiaries, or approved
and expected to be consummated within 30 days of the Calculation
Date, including, in each case, through a merger or consolidation,
and including any related financing transactions, during the four-
quarter reference period or subsequent to such reference period
and on or prior to the Calculation Date (in which case
Consolidated Cash Flow for such reference period shall be
calculated without giving effect to clause (c) of the proviso set
forth in the definition of Consolidated Net Income); and (c) any
other transaction that may be given pro forma effect in
accordance with Article 11 of Regulation S-X as in effect from
time to time; provided further, however, that (i) the
Consolidated Cash Flow attributable to discontinued operations,
as determined in accordance with GAAP, and operations or
businesses disposed of prior to the Calculation Date, shall be
excluded and (ii) the Consolidated Interest Expense attributable
to discontinued operations, as determined in accordance with
GAAP, and operations or businesses disposed of prior to the
Calculation Date, shall be excluded, but only to the extent that
the obligations giving rise to such Consolidated Interest Expense
will not be obligations of the referent Person or any of its
Restricted Subsidiaries following the Calculation Date.
"Consolidated Interest Expense" means, with respect to any
Person for any period, the sum, without duplication, of (a) the
consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued (including,
without limitation, amortization of original issue discount, non-
cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments
associated with Capital Lease Obligations, commissions, discounts
and other fees and charges incurred in respect of letter of
credit or bankers' acceptance financings, and net payments (if
any) pursuant to Hedging Obligations but excluding amortization
of debt issuance costs) and (b) the consolidated interest expense
of such Person and its Restricted Subsidiaries that was
capitalized during such period.
"Consolidated Net Income" means, with respect to any Person
for any period, the aggregate of the Net Income of such Person
and its Restricted Subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP, provided
that (a) the Net Income (but not loss) of any Person that is not
a Restricted Subsidiary or that is accounted for by the equity
method of accounting shall be included only to the extent of the
amount of dividends or distributions paid in cash to the referent
Person or a Wholly Owned Restricted Subsidiary thereof, (b) the
Net Income of any Restricted Subsidiary shall be excluded to the
extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that Net Income is
not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly
or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Subsidiary or its
stockholders, (c) the Net Income of any Person acquired in a
pooling of interests transaction for any period prior to the date
of such acquisition shall be excluded and (d) the cumulative
effect of a change in accounting principles shall be excluded.
"Consolidated Net Tangible Assets" means, with respect to
any person as of any date, the sum of the amounts that would
appear on a consolidated balance sheet of such Person and its
consolidated Restricted Subsidiaries as the total assets of such
Person and its consolidated Restricted Subsidiaries, determined
on a consolidated basis in accordance with GAAP and after
deducting therefrom, (a) to the extent otherwise included,
unamortized debt discount and expenses and other unamortized
deferred charges, goodwill, patents, trademarks, service marks,
trade names, copyrights, licenses, organization or development
expenses and other intangible items, and (b) the aggregate amount
of liabilities of the Company and its Restricted Subsidiaries
which may be properly classified as current liabilities
(including tax accrued as estimated), determined on a
consolidated basis in accordance with GAAP.
"Consolidated Net Worth" means, with respect to any Person
as of any date, the sum of (a) the consolidated equity of the
common stockholders of such Person and its consolidated
Restricted Subsidiaries as of such date plus (b) the respective
amounts reported on such Person's balance sheet as of such date
with respect to any series of preferred stock (other than
Disqualified Stock) that by its terms is not entitled to the
payment of dividends unless such dividends may be declared and
paid only out of net earnings in respect of the year of such
declaration and payment, but only to the extent of any cash
received by such Person upon issuance of such preferred stock,
less (i) all write-ups (other than write-ups resulting from
foreign currency translations and write-ups of tangible assets of
a going concern business made within 12 months after the
acquisition of such business) subsequent to the 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
March 6, 1998
