SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
TIDEWATER INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
886423102
(CUSIP Number)
December 31, 1999
(Date of Event Which Requires Filing of this Statement)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE
IS FILED:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act.
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CUSIP No. 886423102
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1) Name of Reporting
Person................ Whitney National Bank, as trustee of
the Tidewater Inc. Grantor Stock
Trust
I.R.S. Identification No. of Above
Person (entities only)...................................N/A
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2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)........................................................N/A
(b)........................................................N/A
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3) SEC Use Only
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4) Citizenship or Place of
Organization........................United States of America
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Number of (5) Sole Voting Power..........................N/A
Shares Bene- --------------------------------------------------
ficially (6) Shared Voting Power..................4,930,000
Owned by --------------------------------------------------
Each Reporting (7) Sole Dispositive Power.....................N/A
Person --------------------------------------------------
With (8) Shared Dispositive Power.............4,930,000
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9) Aggregate Amount Beneficially Owned by
Each Reporting Person................................4,930,000
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10) Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions).................N/A
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11) Percent of Class Represented by Amount
in Row (9).............................................8.1%(1)
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12) Type of Reporting Person (See Instructions).................BK
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(1) Based on 60,564,894 shares of Common Stock outstanding on December 31, 1999.
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Item 1(a). Name of Issuer:
Tidewater Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
601 Poydras Street
Suite 1900
New Orleans, Louisiana 70130
Item 2(a). Name of Person Filing:
Whitney National Bank, as Trustee of
the Tidewater Inc. Grantor Stock Trust
Item 2(b). Address of Principal Business Office:
228 St. Charles Avenue
New Orleans, Louisiana 70130
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
886423102
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
(b) [X] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act of 1940
(e) [ ] Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
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(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Savings Association, as defined in Section 3(b)
of the Federal Deposit Insurance Act
(i) [ ] Church Plan excluded from the definition of an
investment company under the Investment Company Act
of 1940
(j) [ ] Group, in accordance with Section
240.13d.13d-1(b)(1)(ii)(H)
Item 4. Ownership:
(a) Amount Beneficially Owned................ 4,930,000
(b) Percent of Class ........................ 8.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct
the vote ..................... N/A
(ii) shared power to vote or to direct
the vote...................... 4,930,000
(iii) sole power to dispose or to direct
the disposition of............ N/A
(iv) shared power to dispose or to
direct the disposition of..... 4,930,000
The Tidewater Inc. Grantor Stock Trust (the "Trust") was
established on January 29, 1999 to acquire, hold and
distribute shares of Tidewater Inc. Common Stock to provide
for the payment of benefits and compensation under the
Company's employee benefit plans. As Trustee of the Trust and
pursuant to the terms of the Trust Agreement, Whitney National
Bank has the power to vote all shares of Common Stock held by
the Trust in accordance with instructions received from
current and former employees of the Issuer (excluding members
of the Board of Directors of the Issuer) who participate in
the Issuer's 401(k) plan or hold options to purchase Common
Stock granted under the Issuer's stock option plans. The
Trustee may only dispose of shares of Common Stock as
specifically provided in the Trust Agreement and it is
anticipated that all shares will be distributed over the term
of the Trust to satisfy the Issuer's employee compensation
obligations.
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The filing of this Statement on Schedule 13G by Whitney
National Bank, as Trustee of the Trust does not constitute,
and should not be construed as, an admission that either the
Trustee or the Trust beneficially owns any securities covered
by this Statement or is required to file this Statement. In
this connection, the Trustee and the Trust disclaim beneficial
ownership of the securities covered by this Statement.
Item 5. Ownership of Five Percent or Less of a Class. If this
statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the
beneficial owner of more than 5 percent of the class of
securities, check the following ____.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Dividends on and the proceeds from any sale of shares of the
Common Stock may be utilized for the purposes provided in the
Trust Agreement, to satisfy the Issuer's employee compensation
obligations and to pay the Trust's obligations to the
Trustee.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
N/A
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Whitney National Bank, as Trustee of
the Tidewater Inc. Grantor Stock Trust
February 9, 2000 By: /s/ Edward J. Welsch
- ------------------------------- --------------------------------------
Date Name: Edward J. Welsch
Title: Vice President
