<PAGE>
----------------------------------------
Filed pursuant to Rule 424(b)(1)
Registration No. 33-62349
----------------------------------------
PROSPECTUS
1,800,000 SHARES
TIDEWATER INC.
COMMON STOCK
[LOGO OF TIDEWATER INC. APPEARS HERE]
----------------
All of the 1,800,000 shares of Common Stock of Tidewater Inc. (the "Company")
offered hereby (the "Offering") are being sold by certain stockholders of the
Company (the "Selling Stockholders"). The Company will not receive any of the
proceeds from the sale of the shares of Common Stock offered hereby. See
"Selling Stockholders."
The Common Stock is listed on the New York Stock Exchange and the Pacific
Stock Exchange under the symbol "TDW." On September 6, 1995, the closing sale
price of the Common Stock, as reported on the New York Stock Exchange
Composite Tape, was $26.75 per share.
----------------
SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THIS PROSPECTUS FOR A DISCUSSION
OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT
IN THE COMMON STOCK.
---------------
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.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNT AND SELLING
PUBLIC COMMISSIONS(1) STOCKHOLDERS(2)
---------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share............................. $26.00 $.89 $25.11
---------------------------------------------------------------------------------
Total(3).............................. $46,800,000 $1,602,000 $45,198,000
---------------------------------------------------------------------------------
</TABLE>
-------------------------------------------------------------------------------
(1) The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933. See "Underwriting."
(2) Prior to deducting $50,000 of estimated expenses payable by the Selling
Stockholders. The expenses payable by the Company are estimated to be
$110,000.
(3) The Selling Stockholders have granted the Underwriters 30-day options to
purchase up to 200,000 additional shares of Common Stock on the same terms
to cover over-allotments, if any. If all such additional shares are
purchased, the total Price to Public will be $52,000,000, the total
Underwriting Discount and Commissions will be $1,780,000 and the total
Proceeds to Selling Stockholders will be $50,220,000. See "Underwriting."
---------------
The Common Stock offered hereby is offered by the Underwriters, subject to
prior sale, when, as and if delivered to and accepted by the Underwriters,
subject to approval of certain legal matters by counsel for the Underwriters
and certain other conditions. The Underwriters reserve their right to
withdraw, cancel or modify such offer and to reject orders in whole or in
part. It is expected that delivery of share certificates for the Common Stock
will be made at the offices of Lazard Freres & Co. LLC, New York, New York, on
or about September 12, 1995.
---------------
LAZARD FRERES & CO. LLC
SALOMON BROTHERS INC
HOWARD, WEIL, LABOUISSE, FRIEDRICHS
INCORPORATED
---------------
The date of this Prospectus is September 7, 1995
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR THE PACIFIC
STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING,
IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-3 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), pertaining
to the Common Stock covered by this Prospectus. This Prospectus omits certain
information and exhibits included in the Registration Statement, copies of
which may be obtained upon payment of a fee prescribed by the Commission or may
be examined free of charge at the principal office of the Commission in
Washington, D.C.
The Company is subject to the informational requirements of the Securities
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information filed with the Commission by
the Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the Commission
located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and at Seven World Trade Center, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Company's Common Stock is listed on the New York Stock Exchange and
the Pacific Stock Exchange (Symbol: TDW). Reports, proxy statements and other
information concerning the Company can be inspected at the offices of such
exchanges at 20 Broad Street, New York, New York 10005 and 301 Pine Street, San
Francisco, California 94104, respectively.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, 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: (i) the Company's Annual Report on Form 10-
K for the fiscal year ended March 31, 1995 (File No. 1-6311); (ii) the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1995; and (iii) the description of the Company's capital stock set forth in its
amendments to Registration Statement under the Exchange Act (Forms 8-A/A) filed
with the Commission on May 24, 1993.
All reports and other documents subsequently 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 offering of the Common Stock
offered hereby shall be deemed to be incorporated by reference herein and to be
part of this Prospectus from their respective dates of filing. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any other document subsequently filed which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom this Prospectus is delivered, upon a written or oral request, a copy of
any or all of the documents that are incorporated herein by reference (other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). Requests should be directed to
Tidewater Inc., Attention: Secretary, 1440 Canal Street, New Orleans, Louisiana
70112 (Telephone: (504) 568-1010).
2
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial data appearing elsewhere in this Prospectus and in
the consolidated financial statements, including the notes thereto, and other
documents that are incorporated herein by reference. Unless otherwise
indicated, the information in this Prospectus assumes that the Underwriters'
over-allotment options will not be exercised.
THE COMPANY
The Company serves the international oil and gas industry through its two
principal divisions: Tidewater Marine and Tidewater Compression. Currently,
Tidewater Marine and Tidewater Compression account for approximately 80% and
20%, respectively, of the Company's revenues. The principal executive offices
of the Company are located at 1440 Canal Street, New Orleans, Louisiana 70112
(Telephone: (504) 568-1010).
TIDEWATER MARINE
Through its Tidewater Marine division, the Company is the world's largest
provider of offshore supply vessels and marine support services. With a fleet
of approximately 570 vessels, Tidewater Marine operates, and has a leading
market share, in most of the world's significant oil and gas exploration and
production markets. Tidewater Marine provides services supporting all phases of
offshore exploration, development and production, including: towing and anchor
handling of mobile drilling rigs and equipment; transporting supplies and
personnel to sustain drilling, workover and production activities; and
supporting pipelaying and other offshore construction activities.
The Company's fleet is deployed in the major offshore oil and gas areas of
the world. The principal areas of the Company's operations include the U.S.
Gulf of Mexico, areas offshore Australia, Brazil, Egypt, India, Indonesia,
Malaysia, Mexico, Trinidad, Venezuela, various countries of West Africa and in
the North Sea and the Persian Gulf. The Company conducts its operations through
wholly-owned subsidiaries and joint ventures.
The Company's largest class of vessels consists of towing-supply and supply
vessels that are chartered to customers for use principally in transporting
supplies and equipment from shore bases to offshore drilling rigs, platforms
and other installations. In addition, vessels of the towing-supply type are
equipped for and are capable of towing drilling rigs and other marine equipment
and setting anchors for positioning and mooring drilling rigs.
The Company's other classes of vessels include crew and utility vessels that
are chartered to customers for use principally in transporting supplies and
personnel from shore bases to offshore drilling rigs, platforms and other
installations, and offshore tugs that tow floating drilling rigs, dock tankers,
tow barges, assist pipelaying and construction barges and are used in a variety
of other commercial towing operations, including towing barges carrying a
variety of bulk cargoes and containerized cargo.
The Company's vessels also include inshore tugs and both inshore and offshore
barges, production, line-handling and various special purpose vessels. Inshore
tugs, which are operated principally within inland waters, tow drilling rigs to
and from their locations, and tow barges carrying equipment and materials for
use principally in inland water drilling and production operations. Barges are
either used in conjunction with Company tugs or are bareboat chartered to
others.
TIDEWATER COMPRESSION
Tidewater Compression provides natural gas and air compression equipment and
services principally to the energy industry, primarily in the United States.
With a fleet of approximately 2,900 compressors, Tidewater Compression operates
the largest rental fleet of gas compressors in the United States, which it
rents to oil and gas producers and processors. The compressors are used
primarily to boost the pressure of
3
<PAGE>
natural gas from the wellhead into gas gathering systems, into nearby gas
processing plants, or into high pressure pipelines. Gas compression equipment
and services offered by the Company also are used in the production of coalbed
methane and in enhanced recovery projects such as fire-flooding, gas lift, or
gas injection, with the objective of increasing the amount of oil or condensate
that can be recovered from a reservoir. Customers often rent compressors rather
than purchase them because the required compressor horsepower and stage
configuration can change several times during the lifetime of a project. The
primary market served is natural gas production activities in the United
States, although the Company is actively seeking to establish markets outside
the United States.
During fiscal 1995, the Company almost tripled the size of its gas
compression fleet through its acquisition of the natural gas compression assets
of Halliburton Company and one of its affiliated companies (collectively
"Halliburton Compression") and Brazos Gas Compressing Company ("Brazos"), a
subsidiary of Mitchell Energy & Development Corp. ("Mitchell"). In the
Halliburton Compression acquisition, the rental agreements entered into by
Halliburton for rental of its compressors to customers were assumed by the
Company. As part of the Brazos transaction, the Company entered into an
agreement to provide the gas compression service needs of Mitchell Energy
Corporation, Mitchell's oil and gas operating subsidiary, for a period of two
years at fair market value rental rates.
THE OFFERING
The selling stockholders (the "Selling Stockholders") are Corporate Partners,
L.P., Corporate Offshore Partners, L.P. and The State Board of Administration
of Florida (collectively, the "Corporate Partners Group"), which, prior to the
Offering, own in the aggregate approximately 7.5% of the outstanding shares of
Common Stock. The Selling Stockholders were previously stockholders of Zapata
Gulf Marine Corporation ("Zapata Gulf") and received their shares of Common
Stock upon the acquisition of Zapata Gulf by the Company in January 1992. After
giving effect to the Offering, the Corporate Partners Group will own
approximately 4.1% of the outstanding shares of Common Stock (3.7%, if the
Underwriters' over-allotment options are exercised in full). See "Selling
Stockholders."
<TABLE>
<C> <S>
Common Stock offered by the Selling Stockholders. 1,800,000 shares(/1/)
Shares outstanding before and after the Offering. 53,307,918(/2/)
NYSE and PSE Common Stock Symbol................. TDW
Dividends........................................ On July 20, 1995, the Board
of Directors of the Company
increased the regular
quarterly dividend to $.125
per share.
Use of Proceeds.................................. The Company will not receive
any of the proceeds from the
sale of the shares of Common
Stock offered hereby.
</TABLE>
--------
(1) Does not include 200,000 shares that the Underwriters have the option to
purchase to cover over-allotments, if any.
(2) Based on the number of shares of Common Stock outstanding at August 29,
1995. Does not include 703,188 shares of Common Stock issuable upon
exercise of stock options (currently exercisable or exercisable within 60
days) granted under existing stock option plans.
4
<PAGE>
SELECTED FINANCIAL DATA
The following table contains selected financial data for the Company and its
subsidiaries for the three months ended June 30, 1995 and 1994 and for each of
the fiscal years in the five-year period ended March 31, 1995. The data for
each of the fiscal years in the five-year period ended March 31, 1995 are
derived from the consolidated financial statements of the Company and its
subsidiaries, which financial statements have been audited by KPMG Peat Marwick
LLP, independent certified public accountants. The consolidated financial
statements as of March 31, 1995 and 1994, and for each of the years in the
three-year period ended March 31, 1995, and the report of KPMG Peat Marwick LLP
thereon, have been incorporated by reference into this Prospectus. The data for
the three-month periods ended June 30, 1995 and 1994 are derived from the
unaudited condensed consolidated financial statements for the related periods
included in the Form 10-Q that has been incorporated by reference into this
Prospectus. The following financial data should be read in conjunction with
such financial statements, including the notes thereto. Results of operations
for the interim periods are not necessarily indicative of results that may be
expected for any other interim period or for the year as a whole.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30, YEAR ENDED MARCH 31,
------------------------ ---------------------------------------------------------------------
1995(/1/) 1994(/2/)(/3/) 1995(/1/)(/3/)(/4/) 1994(/3/)(/5/) 1993(/7/)(/8/) 1992(/8/) 1991(/8/)
--------- -------------- ------------------- -------------- -------------- --------- ---------
(THOUSAND OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Marine operations...... $113,997 $118,418 $455,284 $466,601 $413,439 $430,681 $394,325
Compression operations. 27,039 14,913 83,490 55,471 62,099 54,561 61,479
-------- -------- -------- -------- -------- -------- --------
$141,036 $133,331 $538,774 $522,072 $475,538 $485,242 $455,804
======== ======== ======== ======== ======== ======== ========
Earnings from continuing
operations............. $ 16,493 $ 13,441 $ 42,628 $ 36,130 $ 27,809 $ 25,904 $ 36,904
======== ======== ======== ======== ======== ======== ========
Net earnings............ $ 16,493 $ 13,441 $ 42,628 $ 24,160 $ 24,268 $ 26,261 $ 34,646
======== ======== ======== ======== ======== ======== ========
Per common share:
Earnings from
continuing operations. $ .31 $ .25 $ .80 $ .67 $ .53 $ .49 $ .70
======== ======== ======== ======== ======== ======== ========
Net earnings........... $ .31 $ .25 $ .80 $ .45 $ .46 $ .50 $ .66
======== ======== ======== ======== ======== ======== ========
Total assets............ $872,721 $773,455 $902,185 $809,886 $838,748 $867,573 $896,420
======== ======== ======== ======== ======== ======== ========
Long-term debt.......... $ 60,000 $ -- $100,000 $ -- $ 95,722 $123,896 $181,622
======== ======== ======== ======== ======== ======== ========
Cash dividends declared
per common share(/6/).. $ .10 $ .10 $ .40 $ .30 $ .325 $ -- $ --
======== ======== ======== ======== ======== ======== ========
</TABLE>
-------
(1) See Note (3) of Notes to Unaudited Condensed Consolidated Financial
Statements included in the Form 10-Q incorporated by reference herein
concerning an increase in useful lives of marine vessels effective April 1,
1995. The effect of this change in accounting estimate increased earnings
from continuing operations for the three months ended June 30, 1995 by
$2,400,000 ($.04 per common share). See Note (1) of Notes to Consolidated
Financial Statements in the Form 10-K incorporated by reference herein
concerning an increase effective October 1, 1994 in the estimated salvage
value of natural gas compressors. The effect of this change in accounting
estimate increased earnings from continuing operations by $1,900,000 ($.04
per common share) for the year ended March 31, 1995 and $1,200,000 ($.02
per common share) for the three months ended June 30, 1995.
(2) See Note (6) of Notes to Unaudited Condensed Consolidated Financial
Statements in the Form 10-Q incorporated by reference herein concerning a
$1,100,000 ($.02 per common share) after-tax property tax refund during the
three months ended June 30, 1994.
(3) See Note (4) of Notes to Unaudited Condensed Consolidated Financial
Statements in the Form 10-Q incorporated by reference herein and Note (2)
of Notes to Consolidated Financial Statements in the Form 10-K incorporated
by reference herein for pro forma results of operations of the Company and
of the acquired operations of Brazos and Halliburton for the years ended
March 31, 1995 and 1994 and the three months ended June 30, 1994 as though
the acquisitions had been consummated on April 1 of the respective periods.
(4) See Note (11) of Notes to Consolidated Financial Statements included in the
Form 10-K incorporated by reference herein concerning a $3,700,000 ($.07
per common share) after-tax charge to earnings during the year ended March
31, 1995 reflecting the cost of a restructuring program of the Company's
corporate headquarters and worldwide marine operations.
(5) See Note (7) of Notes to Consolidated Financial Statements included in the
Form 10-K incorporated by reference herein concerning an $11,970,000 ($.22
per common share) extraordinary loss on early debt retirement during the
year ended March 31, 1994.
(6) As a result of the timing of the fiscal 1994 Board of Directors meetings,
only three quarterly dividends of $.10 per common share each were declared
during the year ended March 31, 1994.
(7) See Note (8) of Notes to Consolidated Financial Statements included in the
Form 10-K incorporated by reference herein concerning a $6,640,000 ($.13
per common share) charge resulting from a change in accounting for
postretirement benefits other than pensions during the year ended March 31,
1993.
(8) See Note (3) of Notes to Consolidated Financial Statements included in the
Form 10-K incorporated by reference herein concerning the March 1993
disposal of the Company's container shipping segment. Earnings (loss) from
this discontinued operation were $3,099,000 ($.06 per common share),
$357,000 ($.01 per common share) and ($2,258,000) (($.04) per common share)
for the years ended March 31, 1993, 1992 and 1991, respectively.
5
<PAGE>
RISK FACTORS
Prospective purchasers of the Common Stock offered hereby should carefully
consider the risk factors set forth below, as well as the other information
contained or incorporated by reference in this Prospectus.
INDUSTRY CONDITIONS
Tidewater Marine's operations are materially dependent upon the levels of
activity in offshore oil and natural gas exploration, development and
production throughout the world. Such activity levels are affected both by
short-term and long-term trends in world oil and natural gas prices. In recent
years, oil and natural gas prices and, therefore, the level of offshore
drilling and exploration activity, have been extremely volatile. Any prolonged
reduction in oil and natural gas prices would, in all likelihood, depress the
level of offshore exploration and development activity and result in a
corresponding decline in the demand for the Company's marine support services.
Any sustained reduction in such activity would, in all likelihood, have a
material adverse effect on the Company's revenues and profitability.
INTERNATIONAL MARINE OPERATIONS
The Company's foreign marine equipment operations are subject to the usual
risks inherent in doing business in foreign countries. Such risks include
political changes, possible vessel seizure, company nationalization or other
governmental actions, currency restrictions and revaluations and import/export
restrictions, all of which are beyond the control of the Company. Although it
is impossible to predict the likelihood of such occurrences or their effect on
the Company, the Company believes these risks to be within acceptable limits,
and, in view of the mobile nature of the Company's principal revenue producing
assets, does not consider them to constitute a factor materially adverse to the
conduct of its foreign marine equipment operations as a whole.
INSURANCE
During the past several years, the Company has experienced significant
increases in the cost of marine insurance. These increases were due in part to
the contraction of capacity in the third-party marine insurance market, with
those insurers that remain in the market being unwilling to provide levels of
coverage available in the past at comparable rates. The increase also reflects,
however, an increase in the Company's loss experience in recent years, the
financial instability of certain underwriters and the recognition of
underinsured marine losses for Zapata Gulf marine insurance programs. Although
management believes that the Company's loss experience and current insurance
costs are comparable to those of other marine service companies, the Company
has added and expanded vessel safety programs since April 1992 in an effort to
control future insurance costs. No assurance is given that the programs
initiated by the Company will succeed or that capacity in the insurance
industry will increase sufficiently to control rising insurance costs. However,
management believes that the Company currently is adequately insured and will
continue to be able to obtain adequate coverage at competitive rates for the
foreseeable future.
AGE OF FLEET
Because of over capacity within the industry on a worldwide basis, there has
been no significant new vessel construction since 1983. Currently, the average
age of the Company's vessel fleet is approximately 17 years, and the average
age of the Company's towing-supply and supply vessels is approximately 15
years. Because repair and maintenance costs increase as vessels age, they have
an estimated economic life ranging from 15 years for the Company's smaller
vessels to approximately 25 years for its towing-supply and supply vessels.
There can be no assurance that the Company will be able to maintain the size of
its fleet through extending the economic life of existing vessels, acquiring
used vessels or, unless day rates increase substantially, through new vessel
construction.
FOREIGN OWNERSHIP LIMITATION
Under the Merchant Marine Act of 1920, in the event that persons other than
U.S. citizens should in the aggregate own in excess of 25% of the Company's
outstanding stock, the Company's U.S. flag vessels
6
<PAGE>
would lose the privilege of engaging in the transportation of merchandise in
U.S. coastwise trade. To assure the Company's continued ability to engage in
U.S. coastwise trade, the Company's Restated Certificate of Incorporation
contains provisions designed to assure that not more than 24% of the
outstanding shares of Common Stock are owned by persons who are not U.S.
citizens. The Restated Certificate provides that any transfer or purported
transfer of shares of Common Stock that would result in the ownership by
persons who are not U.S. citizens of more than 24% of the then outstanding
shares of Common Stock will not be effective against the Company, and the
Company has the power to deny voting and dividend rights with respect to such
shares. Based on information supplied to the Company by its transfer agent,
approximately 10% of the Common Stock outstanding, including approximately 7.5%
of the Common Stock outstanding owned by the Selling Stockholders, was owned by
non-U.S. citizens at August 29, 1995; however, the Company cannot predict the
percentage of the outstanding Common Stock that will be owned by non-U.S.
citizens at the time offers or sales are made pursuant to this Prospectus.
CURRENCY FLUCTUATIONS AND INFLATION
Because of its significant foreign operations, the Company is exposed to
currency fluctuations and exchange risks. To minimize the financial impact of
these items the Company attempts to contract a majority of its services in
United States dollars.
Day-to-day operating costs generally are affected by inflation. However,
because the energy services industry requires specialized goods and services,
general economic inflationary trends may not affect the Company's operating
costs. The major impact on operating costs is the level of offshore exploration
and development spending by energy exploration and production companies. As
this spending increases, prices of goods and services used by the oil and gas
industry and the energy services industry will increase. Future improvements in
vessel day rates and compressor rental rates may buffer the Company from the
inflationary effects on operating costs.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of the Offering, the Selling Stockholders will collectively
be the beneficial owners of approximately 4.1% of the Company's outstanding
Common Stock (3.7%, if the Underwriters' over-allotment options are exercised
in full). The shares of Common Stock that will continue to be owned by the
Selling Stockholders may be eligible for resale under Rule 144 or otherwise.
The Selling Stockholders have agreed not to offer or sell any shares of Common
Stock for a period of 90 days from the date of this Prospectus without the
prior written consent of the representatives of the Underwriters. The
eligibility for sale and the sale of shares of Common Stock by the Selling
Stockholders, whether as part of a registered public offering, pursuant to an
exemption or exemptions from Securities Act registration, or otherwise, could
adversely affect the market price of the Common Stock.
7
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the number and percentage of shares of Common
Stock owned by each Selling Stockholder at August 29, 1995 and after giving
effect to the Offering. The Company will not receive any proceeds from the sale
of Common Stock by the Selling Stockholders.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING NUMBER OF AFTER OFFERING
-------------------- SHARES TO --------------------
NUMBER OF BE NUMBER OF
NAME SHARES PERCENTAGE SOLD(/1/) SHARES PERCENTAGE
---- --------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Corporate Partners,
L.P.(/2/)(/3/)............ 3,394,683 6.4% 1,530,286 1,864,397 3.5%
Corporate Offshore
Partners, L.P.(/2/)(/3/).. 243,316 0.5% 109,685 133,631 0.3%
The State Board of
Administration
of Florida(/2/)(/3/)...... 355,000 0.7% 160,029 194,971 0.4%
--------- --- --------- --------- ---
Total for the Corporate
Partners Group(/2/)(/3/).. 3,992,999 7.5% 1,800,000 2,192,999 4.1%
In care of Corporate
Advisors, L.P.(/2/)
One Rockefeller Plaza
New York, NY 10020
</TABLE>
--------
(1) Assumes the Underwriters' over-allotment options are not exercised.
(2) Lester Pollack, who is a director of the Company, is the Senior Managing
Director of Corporate Advisors, L.P. ("Corporate Advisors") and is a
Managing Director of Lazard Freres & Co. LLC ("Lazard"), which is one of
the representatives of the Underwriters. See "Underwriting." A wholly-owned
subsidiary of Lazard is the general partner of Corporate Advisors, which in
turn is the general partner of Corporate Partners, L.P. and Corporate
Offshore Partners, L.P. Pursuant to an investment management agreement,
Corporate Advisors also manages certain investments on behalf of The State
Board of Administration of Florida ("SBAF") (including SBAF's investment in
the Company described above) and SBAF has appointed Corporate Advisors as
SBAF's attorney-in-fact with respect to the shares of the Company's Common
Stock under investment management.
(3) The table reflects shares held of record by these Selling Stockholders;
however, all of such shares may be deemed to be beneficially owned by the
other members of the Corporate Partners Group because of the relationships
described in footnote (2).
The shares of Common Stock offered hereby were issued to the Selling
Stockholders in connection with the Company's merger with Zapata Gulf, and are
being registered by the Company at the request of the Selling Stockholders. The
Company will bear the expenses of the registration of the shares of Common
Stock offered hereby, other than underwriting discount and commissions, the
fees and expenses of counsel to the Selling Stockholders and all other out-of-
pocket expenses of the Selling Stockholders. The expenses to be paid by the
Company for the registration of the shares of Common Stock offered hereby are
estimated at $110,000. The expenses to be paid by the Selling Stockholders are
estimated at $50,000.
The Company has agreed to indemnify the Selling Stockholders against certain
liabilities under the Securities Act. Under certain stockholders' agreements
entered into between the Company and the Selling Stockholders at the time of
the Zapata Gulf merger, following the sale of shares of Common Stock offered
hereby, the Selling Stockholders will not be entitled to any additional demand
registrations but will be entitled to include shares of Common Stock owned by
them in most registrations of Common Stock initiated by the Company.
8
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
the Selling Stockholders have agreed to sell to each of the Underwriters named
below (the "Underwriters"), for whom Lazard Freres & Co. LLC, Salomon Brothers
Inc and Howard, Weil, Labouisse, Friedrichs Incorporated are acting as
Representatives (the "Representatives"), and each of the Underwriters has
severally agreed to purchase from the Selling Stockholders, the respective
number of shares of Common Stock set forth opposite its name below:
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
------------ ---------
<S> <C>
Lazard Freres & Co. LLC............................................... 600,000
Salomon Brothers Inc.................................................. 600,000
Howard, Weil, Labouisse, Friedrichs Incorporated...................... 600,000
---------
Total............................................................... 1,800,000
=========
</TABLE>
In the Underwriting Agreement, the Underwriters have agreed, subject to the
terms and conditions set forth therein, to purchase all shares of Common Stock
offered hereby if any such shares are purchased. In the event of a default of
any Underwriter, the Underwriting Agreement provides that, in certain
circumstances, purchase commitments of the non-defaulting Underwriter may be
increased or the Underwriting Agreement may be terminated. The Selling
Stockholders have been advised by the Underwriters that they propose initially
to offer such shares of Common Stock to the public at the public offering price
set forth on the cover page of this Prospectus, and to certain dealers at such
price, less a concession not in excess of $.53 per share of the Common Stock.
The Underwriters may allow, and such dealers may reallow, a concession not in
excess of $.10 per share of Common Stock to other dealers. After the Offering,
the public offering price and such concessions may be changed.
The Selling Stockholders have granted to the Underwriters options,
exercisable during the 30-day period after the date of this Prospectus, to
purchase up to 200,000 additional shares of Common Stock (divided on a pro rata
basis among the Selling Stockholders) at the same price per share as the
initial 1,800,000 shares of Common Stock to be purchased by the Underwriters.
The Underwriters may exercise such options to cover over-allotments in the sale
of the shares of Common Stock. To the extent that the Underwriters exercise
such options, each Underwriter will have a firm commitment, subject to certain
conditions, to purchase the same proportion of the option shares of Common
Stock as the number of such shares of Common Stock to be purchased and offered
by such Underwriter as set forth in the above table bears to the total number
of shares of Common Stock initially offered by the Underwriters hereby.
The Company and the Selling Stockholders have agreed not to offer, sell,
contract to sell, or otherwise dispose of, directly or indirectly, or announce
the offering by the Company of, any shares of Common Stock, or any securities
convertible into, or exchangeable for, shares of Common Stock, for a period of
60 days, in the case of the Company, and 90 days, in the case of the Selling
Stockholders, from the date of this Prospectus, except those offered hereby or
issued by the Company pursuant to its existing benefit plans or existing stock
option (including restricted stock) plans, the conversion of existing
securities, or pursuant to the Company's Rights Agreement without the prior
written consent of the Representatives. In addition, the Company may issue
shares of Common Stock in connection with an acquisition or merger after a 30
day period from the date of this Prospectus, although the Company currently has
no agreements or understandings for any such transactions.
The Underwriting Agreement provides that the Company (and the Selling
Stockholders, with respect to information provided by them) will indemnify the
several Underwriters against certain liabilities, including liabilities under
the Securities Act, or contribute to payments the Underwriters may be required
to make in respect thereof.
9
<PAGE>
LEGAL MATTERS
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., New Orleans,
Louisiana, will render an opinion that under the General Corporation Law of
Delaware the shares of Common Stock offered hereby have been duly authorized
and validly issued and are fully paid and nonassessable.
Cliffe F. Laborde, General Counsel of the Company, and Jones Walker will pass
upon certain legal matters for the Company, Vinson & Elkins L.L.P. will pass
upon certain legal matters for the Underwriters and Cravath, Swaine & Moore
will pass upon certain legal matters for the Selling Stockholders. Mr. Laborde
beneficially owns approximately 56,509 shares of Common Stock.
EXPERTS
The consolidated financial statements and schedule of Tidewater Inc. and
subsidiaries as of March 31, 1995 and 1994 and for each of the years in the
three-year period ended March 31, 1995, incorporated by reference herein and in
the Registration Statement, have been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of such
firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP
covering the March 31, 1995 consolidated financial statements refers to a
change in the method of accounting for postretirement benefits other than
pensions in fiscal year 1993.
With respect to the unaudited interim financial information of Tidewater Inc.
and subsidiaries for the periods ended June 30, 1995 and 1994, incorporated by
reference herein, the independent certified public accountants have reported
that they applied limited procedures in accordance with professional standards
for a review of such information. However, their separate report included in
the June 30, 1995 Form 10-Q and incorporated by reference herein states that
they did not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their report on such
information should be restricted in light of the limited nature of the review
procedures applied. The accountants are not subject to the liability provisions
of Section 11 of the Securities Act of 1933 for their report on the unaudited
interim financial information because this report is not a "report" or a "part"
of the Registration Statement on Form S-3 prepared or certified by the
accountants within the meaning of Sections 7 and 11 of the Securities Act.
10
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, THE SELLING STOCKHOLDERS OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE SUCH DATE.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Prospectus Summary......................................................... 3
Risk Factors............................................................... 6
Selling Stockholders....................................................... 8
Underwriting............................................................... 9
Legal Matters.............................................................. 10
Experts.................................................................... 10
</TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1,800,000 SHARES
LOGO
[LOGO OF TIDEWATER INC.]
TIDEWATER INC.
COMMON STOCK
----------------
PROSPECTUS
----------------
LAZARD FRERES & CO. LLC
SALOMON BROTHERS INC
HOWARD, WEIL,
LABOUISSE, FRIEDRICHS
INCORPORATED
SEPTEMBER 7, 1995
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
