UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
_____________________
Date of Report (Date of earliest event reported) September 19, 1996
TIDEWATER INC.
(Exact name of registrant as specified in its charter)
Delaware 1-6311 72-0487776
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
1440 Canal Street, New Orleans, Louisiana 70112
(Address of principal executive offices) (Zip Code)
(504) 568-1010
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
On September 19, 1996, the Board of Directors of Tidewater
Inc., a Delaware corporation (the "Company") declared a dividend
of one preference share purchase right (a "Right") for each
outstanding share of common stock, par value $.10 per share (the
"Common Shares"), of the Company. The dividend is payable on
November 1, 1996 to stockholders of record on October 1, 1996
(the "Record Date"). Each Right entitles the registered holder
to purchase from the Company one one-hundredth of a share of
Series B Participating Cumulative Preference Stock, no par value
per share (the "Preference Shares"), of the Company at a price of
$160.00 per one one-hundredth of a Preference Share (the
"Purchase Price"), subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement dated as
of September 19, 1996 (the "Rights Agreement") between the
Company and The First National Bank of Boston, as Rights Agent
(the "Rights Agent"), which is designed to supersede a Rights
Plan originally adopted in April 1990.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") have acquired beneficial
ownership of 15% or more of the outstanding Common Shares or (ii)
10 business days (or such later date as may be determined by
action of the Board of Directors prior to such time as any person
or group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of
15% or more of the outstanding Common Shares (the earlier of such
dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share
certificate, with a copy of a Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the
Rights will be transferred with and only with the Common Shares.
Until the Distribution Date (or earlier redemption or expiration
of the Rights), new Common Share certificates issued after the
Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any
certificates for Common Shares outstanding as of the Record Date,
even without such notation or a copy of the Summary of Rights
being attached thereto, will also constitute the transfer of the
Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on November 1, 2006 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless
the Rights are earlier redeemed or exchanged by the Company, in
each case, as described below.
The Purchase Price payable, and the number of Preference
Shares or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preference
Shares, (ii) upon the grant to holders of the Preference Shares
of certain rights or warrants to subscribe for or purchase
Preference Shares at a price, or securities convertible into
Preference Shares with a conversion price, less than the then-
current market price of the Preference Shares or (iii) upon the
distribution to holders of the Preference Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends
paid out of earnings or retained earnings or dividends payable in
Preference Shares) or of subscription rights or warrants (other
than those referred to above).
The number of outstanding Rights and the number of one one-
hundredths of a Preference Share issuable upon exercise of each
Right are also subject to adjustment in the event of a stock
split of the Common Shares or a stock dividend on the Common
Shares payable in Common Shares or subdivisions, consolidations
or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preference Shares purchasable upon exercise of the Rights
will not be redeemable. Each Preference Share will be entitled
to a minimum preferential quarterly dividend payment of $10 per
share but will be entitled to an aggregate dividend of 100 times
the dividend declared per Common Share. In the event of
liquidation, the holders of the Preference Shares will be
entitled to a minimum preferential liquidation payment of $100
per share but will be entitled to an aggregate payment of 100
times the payment made per Common Share. Each Preference Share
will have 100 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preference
Share will be entitled to receive 100 times the amount received
per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preference Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth
interest in a Preference Share purchasable upon exercise of each
Right should approximate the value of one Common Share.
In the event that the Company is acquired in a merger or
other business combination transaction or 50% or more of its
consolidated assets or earning power are sold after a person or
group has become an Acquiring Person, proper provision will be
made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise
price of the Right. In the event that any person or group of
affiliated or associated persons becomes an Acquiring Person,
proper provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right
to receive upon exercise that number of Common Shares having a
market value at the time of such occurrence of two times the
exercise price of the Right.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of
50% or more of the outstanding Common Shares, the Board of
Directors of the Company may exchange the Rights (other than
Rights owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of one Common
Share, or one one-hundredth of a Preference Share, per Right
(subject to adjustment).
The ownership by Non-U.S. Citizens of Common Shares,
Preference Shares or any other voting securities of the Company
by reason of the exercise of the Rights is subject to the terms
and limitations contained in the Company's Restated Certificate
of Incorporation regarding foreign ownership of the Company's
capital stock.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
Preference Shares will be issued (other than fractions which are
integral multiples of one one-hundredth of a Preference Share,
which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preference Shares
on the last trading day prior to the date of exercise.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15%
or more of the outstanding Common Shares, the Board of Directors
of the Company may redeem the Rights in whole, but not in part,
at a price of $.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on
such basis and with such conditions as the Board of Directors in
its sole discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of
the Rights, including an amendment to lower certain thresholds
described above to not less than the greater of (i) the sum of
.001% and the largest percentage of the outstanding Common Shares
then known to the Company to be beneficially owned by any person
or group of affiliated or associated persons and (ii) 10%, except
that from and after such time as any person or group of
affiliated or associated persons becomes an Acquiring Person, no
such amendment may adversely affect the interests of the holders
of the Rights.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
The Rights will not prevent a takeover of the Company.
However, the Rights may cause substantial dilution to a person or
group that acquires 15% or more of the Common Stock unless the
Rights are first redeemed by the Board of Directors of the
Company. Nevertheless, the Rights should not interfere with a
transaction that is in the best interests of the Company and its
stockholders because the Rights can be redeemed on or prior to
the consummation of such transaction.
As of September 19, 1996 there were 62,022,356 shares of
Common Stock issued and outstanding. As long as the Rights are
attached to the Common Stock, the Company will issue one Right
with each new share of Common Stock so that all such shares will
have Rights attached.
The Rights Agreement and a form of press release announcing
the declaration of the Rights are attached hereto as exhibits and
are incorporated herein by reference. The foregoing description
of the Rights is qualified in its entirety by reference to such
exhibits.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
4. Rights Agreement, dated as of September 19,
1996, between Tidewater Inc. and The First
National Bank of Boston, as Rights Agent,
including (i) as Exhibit A-the Form of
Certificate of Designation for the Series B
Participating Cumulative Preference Stock, (ii)
as Exhibit B-the Forms of Rights Certificate,
Assignment and Election to Purchase, and (iii)
as Exhibit C-the Summary of Rights to Purchase
Preference Shares (incorporated herein by
reference to Exhibits 1, 2, 3 and 4 to the
Company's Registration Statement on Form 8-A,
filed with the Commission on September 30,
1996).
99. Press release, dated September 20, 1996, issued
by the Company (incorporated hereby reference
to Exhibit 5 to the Company's Registration
Statement on Form 8-A filed with the Commission
on September 30, 1996).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
TIDEWATER INC.
By: /s/ William C. O'Malley
____________________________________
William C. O'Malley
Chairman of the Board, President
and Chief Executive Officer
Date: September 30, 1996
EXHIBIT INDEX
Exhibit No. Description
4. Rights Agreement, dated as of September
19, 1996, between Tidewater Inc. and The
First National Bank of Boston, as Rights
Agent, including (i) as Exhibit A-the
Form of Certificate of Designation for
the Series B Participating Cumulative
Preference Stock, (ii) as Exhibit B-the
Forms of Rights Certificate, Assignment
and Election to Purchase, and (iii) as
Exhibit C-the Summary of Rights to
Purchase Preference Shares (incorporated
herein by reference to Exhibits 1, 2, 3
and 4 to the Company's Registration
Statement on Form 8-A, filed with the
Commission on September 30, 1996).
99. Press release, dated September 20, 1996,
issued by the Company (incorporated
hereby reference to Exhibit 5 to the
Company's Registration Statement on Form
8-A filed with the Commission on
September 30, 1996).
