FILED PURSUANT TO RULE 424(B)(5)
REGISTRATION NO. 333-44696
PROSPECTUS SUPPLEMENT
(to Prospectus Dated August 28, 2000)
1,500,000 SHARES
[GULFMARK OFFSHORE, INC. LOGO]
GULFMARK OFFSHORE, INC.
COMMON STOCK
--------------------------------------------------------------------------------
We are offering 1,500,000 shares of common stock. Our common stock is listed for
trading on the Nasdaq National Market under the symbol "GMRK." The last reported
sale price of our common stock on the Nasdaq National Market on March 12, 2002,
was $35.40 per share.
Investing in the common stock involves risks. See "Risk Factors"
beginning on page S-6 of this prospectus supplement and
page 4 of the accompanying prospectus.
PER SHARE TOTAL
--------- -----------
Public Offering Price................................... $35.40 $53,100,000
Underwriting Discounts and Commissions.................. $ 1.86 $ 2,790,000
Proceeds to GulfMark (before expenses).................. $33.54 $50,310,000
We have granted the underwriters a 30-day option to purchase up to 225,000
additional shares of common stock on the same terms and conditions set forth
above to cover over-allotment, if any.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Lehman Brothers, on behalf of the underwriters, expects to deliver the shares on
or about March 18, 2002.
--------------------------------------------------------------------------------
LEHMAN BROTHERS
A.G. EDWARDS & SONS, INC.
CIBC WORLD MARKETS
STIFEL, NICOLAUS & COMPANY
INCORPORATED
MARCH 12, 2002.
[PHOTOS/MAP]
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
--------------------------------------
Summary............................... S-1
The Company........................... S-1
Recent Developments................... S-1
The Offering.......................... S-5
Risk Factors.......................... S-6
Use of Proceeds....................... S-8
Capitalization........................ S-9
Selected Consolidated Financial
Operating Data...................... S-10
Market for Our Common Stock........... S-11
Price Range of Common Stock and
Dividends........................... S-11
Business.............................. S-12
Underwriting.......................... S-22
Legal Matters......................... S-25
Experts............................... S-25
Forward-looking Statements............ S-25
PROSPECTUS
----------------------------------------
About This Prospectus................... 2
Where You Can Find More Information..... 3
The Company............................. 4
Forward-Looking Statements.............. 4
Risk Factors............................ 4
Use of Proceeds......................... 9
Ratio of Earnings to Fixed Charges...... 9
Description of Common Stock............. 9
Description of Preferred Stock.......... 11
Description of Debt Securities.......... 12
Description of Warrants................. 19
Plan of Distribution.................... 21
Legal Matters........................... 22
Experts................................. 22
This document is in two parts. The first part is this prospectus
supplement, which describes the specific terms of this offering. The second part
is the accompanying prospectus, which gives more general information, some of
which may not apply to this offering.
If the description of the offering varies between the prospectus supplement
and the accompanying prospectus, you should rely on the information in the
prospectus supplement.
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have
not authorized anyone to provide you with additional or different information.
If anyone provides you with additional, different or inconsistent information,
you should not rely on it. We are offering to sell the shares, and seeking
offers to buy the shares, only in jurisdictions where offers and sales are
permitted. You should not assume that the information we have included in this
prospectus supplement or the accompanying prospectus is accurate as of any date
other than the date of this prospectus supplement or the accompanying prospectus
or that any information we have incorporated by reference is accurate as of any
date other than the date of the document incorporated by reference. Our
business, financial condition, results of operations and prospects may have
changed since that date.
i
SUMMARY
This summary highlights some basic information from this prospectus
supplement. It likely does not contain all of the information that is important
to you. You should carefully read the entire prospectus supplement, the
accompanying prospectus and the other documents incorporated by reference to
understand fully the terms of the common stock, as well as other considerations
that are important to you. Unless the context requires otherwise, references in
this prospectus and the accompanying prospectus to "we," "us" and "our" refer to
GulfMark Offshore, Inc. and its subsidiaries. Unless otherwise indicated, we
assume in this prospectus supplement that the underwriters will not exercise
their over-allotment option with respect to the common stock offering.
THE COMPANY
We provide offshore marine services primarily to companies involved in
offshore exploration and production of oil and natural gas. Our vessels
transport drilling materials, supplies and personnel to offshore facilities, as
well as move and position drilling structures. The majority of these
transportation operations are conducted in the North Sea, with the balance in
offshore Southeast Asia, Brazil and West Africa. In addition, we provide standby
rescue and oil spill response services in the Liverpool Bay area of the U.K. Our
principal offices are located at 4400 Post Oak Parkway, Suite 1170, Houston, TX
77027.
Our goal is to enhance our position as a premier supplier of offshore
marine services in international markets. Our strategy is to profitably increase
revenues and enhance shareholder value by:
- developing and maintaining a large, diversified and technologically
sophisticated supply vessel fleet;
- enhancing fleet utilization through development of specialty applications
for our vessels;
- focusing on attractive international markets; and
- managing our risk profile through a balance of long-term and short-term
charters.
We believe this strategy, coupled with an emphasis on providing dependable, high
quality services, will produce higher vessel utilization rates, relatively
stable earnings growth and returns on investments that are superior to those of
our competitors.
The size, diversity and technologically advanced nature of our fleet
enables us to provide offshore exploration and production operators with a broad
range of offshore marine services in several key markets. Our fleet has grown in
size and capability from an original 11 vessels acquired in late 1990 to our
present level of 53 vessels through strategic acquisitions and construction of
technologically advanced vessels. We own 41 vessels in our fleet, four vessels
are bareboat chartered and we manage eight vessels for other owners. We believe
our fleet is among the youngest in the industry with a current overall average
age of 14.3 years, and only 11.8 years in the North Sea. See "Business -- Our
Fleet".
RECENT DEVELOPMENTS
NEW VESSEL CONSTRUCTION PROGRAM
In response to the improving worldwide market conditions, during the second
half of 2000 we committed to the construction of nine North Sea class vessels
with a Norwegian shipbuilder. This shipyard previously constructed several of
our other newbuilds including UT 755 design platform supply vessels (PSVs). We
initiated the newbuild program in response to increased demand for deepwater and
ultra-deepwater capable vessels and the shortage of newer, technologically
advanced vessels. The program includes six PSVs and three anchor-handling,
towing, and supply (AHTS) vessels. All of the vessels are built to Rolls
Royce/Ulstein specifications and designed to be multi-functional. The PSVs will
be capable of supporting underwater remotely-operated vehicle (ROV) operations
as well as traditional offshore support operations. The first PSV, the Highland
Fortress, was delivered in July 2001. Two more PSVs, the Highland Navigator and
North Mariner, were each delivered in February 2002. The Highland Bugler and
S-1
Highland Courage are also scheduled for delivery in 2002, and four yet unnamed
vessels are scheduled for delivery in 2003. The total contracted cost of the
program is approximately $185 million. As of March 5, 2002, we have expended
$69.0 million on the program, including $33.2 million in 2002. In order to
manage the newbuild program through its completion, we have mobilized a team of
experienced marine construction supervisors. We expect to fund the newbuild
vessels from a combination of cash on hand, future free cash flow from
operations, availability under our new credit facility and net proceeds from
this offering.
The table below outlines the remaining $132.7 million of the $185.2 million
cost and the remaining contracted delivery schedule of the newbuild program. The
table also estimates the annual EBITDA for the newbuild vessels based upon (1)
day rates for vessels with approximately the same specifications, (2) estimated
utilization rates and (3) our actual or estimated operating expenses for similar
vessels. EBITDA detailed below is not necessarily indicative of the results that
will be generated from these vessels because these vessels are expected to be
delivered through the fourth quarter of 2003, and day rates, operating expenses
and utilization may differ at those times. See "Risk Factors."
ESTIMATED ESTIMATED
BRAKE DEAD CONTRACTED CONSTRUCTION ANNUAL
VESSEL HORSE WEIGHT DELIVERY COST ESTIMATED EBITDA
VESSEL TYPE LENGTH POWER TONNAGE SCHEDULE (MILLIONS)(a) UTILIZATION (MILLIONS)(b)(c)
------ ------ ------ ------ ------- -------------- ------------- ----------- ----------------
UT 755 (Highland Bugler)... PSV 221' 5,450 3,115 3rd Qtr 2002 12.5 95% 3.2
UT 722L(Highland
Courage)................. AHTS 260' 16,320 2,000 4th Qtr 2002 30.2 80% 6.5
UT 755L.................... PSV 236' 5,450 3,700 1st Qtr 2003 15.0 95% 2.8
UT 755..................... PSV 221' 5,450 3,115 2nd Qtr 2003 13.0 95% 3.2
UT 722L.................... AHTS 260' 16,320 2,000 3rd Qtr 2003 31.0 80% 6.5
UT 722L.................... AHTS 260' 16,320 2,000 4th Qtr 2003 31.0 80% 6.5
------ -----
TOTAL $132.7 $28.7
---------------
PSV: Platform supply vessel.
AHTS: Anchor handling, towing and supply vessel.
(a) The cost of any vessel could change with the addition or deletion of
equipment or an alteration in the design of the vessel.
(b) PSV day rates are based on the average of term day rates for the past 24
months published by ODS-Petrodata Group in The OMEGA Report: North Sea
Supply Vessels (February 2002). AHTS vessel day rates reflect the 24 month
average of the spot day rates published monthly by ODS-Petrodata because
spot day rates are more representative of the AHTS vessel market. We believe
that ODS-Petrodata is a recognized industry source for information relating
to vessel day rates. These rates are averages of historical rates and are
meant only to provide an estimate of expected income from the vessels. We
cannot assure you that we will be able to obtain or maintain charters at
these rates.
(c) EBITDA represents operating income plus depreciation and amortization.
EBITDA is not necessarily a measure of our ability to fund cash needs. While
EBITDA should not be construed as a substitute for operating income or as a
better indicator of liquidity than cash flows from operating activities,
which are determined in accordance with generally accepted accounting
principles, EBITDA is included herein to provide additional information with
respect to our ability to fund our future debt service, capital expenditures
and working capital requirements. EBITDA is included herein because we
believe that certain investors find it to be a useful tool for measuring our
performance.
SEA TRUCK ACQUISITION
On June 21, 2001, we acquired all the shares of Sea Truck Holding, AS, a
privately held Norwegian company which owns five PSVs, four of which operate in
the North Sea. The purchase price of $61.8 million was comprised of $38.6
million in cash and approximately $23.2 million of assumed Sea Truck debt.
Approximately $18.4 million of the cash portion of the acquisition was funded
from borrowings under our existing revolving line of credit while the remainder
was funded from cash on hand.
This acquisition expands our growing presence in the Norwegian sector of
the North Sea. Additionally, we acquired a high-quality, young fleet of vessels
with existing contracts and an experienced management team.
S-2
The following information identifies the vessels acquired in the Sea Truck
transaction:
VESSEL DESIGN YEAR BUILT CHARTER TERM
------ ------ ---------- ------------
Stream Truck............ UT 745 1998 to September 2004 + options
Stout Truck............. UT 755 1998 to April 2003
Safe Truck.............. UT 755 1996 to April 2003
Sound Truck............. UT 705 1983 to January 2006
Zacharias............... UT 705 1979 to April 2003 with purchase
obligation of the charterer
We estimate that EBITDA related to the Sea Truck acquisition will be
approximately $7.8 million for 2002. Our estimate is based on current contracts
and budgeted operating costs and excludes the Zacharias, which is treated as an
installment sale and which will generate interest income under GAAP. EBITDA is
not necessarily a measure of our ability to fund cash needs and is included
because we believe that certain investors find it to be a useful tool for
measuring our performance.
2001 RESULTS AND MARKET CONDITIONS
We reported earnings per diluted share of $2.64 for the year ended December
31, 2001, excluding a deferred tax reversal of $1.87 per diluted share, versus
$0.65 for 2000, excluding the gain on a sale of a vessel. This fourfold increase
reflects the partial-year impact of the addition of nine owned vessels to our
fleet and continued strength in our primary markets during 2001. The fleet
additions resulted from the acquisition of five vessels from Sea Truck, two
vessels acquired from Clear Seas Offshore Ltd., the purchase of the Highland
Patriot and the delivery of the first of the nine newbuilds. All of our primary
markets (North Sea, Southeast Asia and Brazil), were characterized by high
utilization which, in turn, created an improvement in day rates over the prior
year and resulted in increased revenues and operating income. We have already
received delivery of two of the four newbuilds scheduled for delivery in 2002.
During the first part of the first quarter of 2002, the North Sea
experienced the usual seasonal slowdown in activity, which has resulted in a
reduction of our utilization and day rates for the spot market versus the fourth
quarter of 2001. The North Sea term market, however, has remained quite strong
as evidenced by the three year charter, plus options, for the Highland Navigator
at a day rate 15-20% above the 2001 fourth quarter average for our North Sea
fleet. In order to help accelerate the recovery in the region, we placed our
smallest PSV, the Highland Legend, in layup during the first part of January and
anticipate bringing the vessel out in late March. This factor, when coupled with
the acceleration of required vessel drydockings into the first quarter of 2002
will result in a reduction in the first quarter 2002 net income when compared to
$0.78 per diluted share we reported for the fourth quarter of 2001. The extent
of the reduction will be dependent upon the number and duration of the
drydockings, downtime associated with the layup of the Highland Legend and the
level of spot market utilization and dayrate on the one remaining vessel with
spot market exposure. We expect the spot market to recover quickly once the
construction season begins in late March or early April and continue strong
throughout the balance of the year. We also anticipate the term market will
continue at the same or greater levels which will allow us to contract the
newbuild vessels, as well as vessels coming off existing contracts, at
attractive day rates.
S-3
FLEET AVAILABILITY
A significant portion of our available fleet is committed under contracts
of various terms. This represents the highest level of forward contract cover in
our history. The greater contract coverage in 2002 is a function of our
customers' increased demand for long-term contracts for our newer,
technologically advanced vessels and our desire to have high visibility of
future earnings growth. The following table outlines the percentage of our
forward days under contract as of March 5, 2001 and 2002:
AS OF MARCH 5, 2001 AS OF MARCH 5, 2002
------------------------- -------------------------
2001 2002 2002 2003
----------- ----------- ----------- -----------
VESSEL DAYS VESSEL DAYS VESSEL DAYS VESSEL DAYS
North Sea Based Fleet....................... 82.0% 43.9% 88.1% 56.3%
Southeast Asia Based Fleet.................. 43.4% 1.4% 38.0% 5.4%
Brazil Based Fleet.......................... 86.6% 0.0% 80.2% 26.3%
Overall Fleet............................. 68.9% 25.6% 73.5% 40.0%
NEW CREDIT FACILITY
Subsequent to year end, we executed a commitment letter for a new credit
facility (the New Credit Facility) to replace the existing $75 million credit
facility. The New Credit Facility will be for a maximum of $100 million
(approximately $60 million of which will be available upon closing with the
expectation that $100 million will be available by year end) and will be secured
by certain assets. The New Credit Facility is expected to close by March 31,
2002 and will begin reducing availability by $4 million per quarter beginning 30
months after the closing with a final reduction of $40 million at maturity, six
years after closing. The interest rate will range from LIBOR plus a margin of
1.2% to 1.5% depending on our leverage ratio. If the New Credit Facility had
been in effect as of December 31, 2001, the margin would have been 1.3%. The New
Credit Facility includes a commitment fee of one-half of the margin on any
undrawn portion of the available facility. The New Credit Facility will also
require us, on a consolidated basis, to not exceed a maximum leverage ratio and
to maintain a specified interest coverage ratio and a minimum net worth.
S-4
THE OFFERING
Common stock offered....... 1,500,000 shares(a)
Common stock outstanding
after the offering......... 9,699,137 shares(a)
Use of proceeds............ We estimate that we will receive net proceeds from
the common stock offering of $49,810,000, after
deducting underwriting discounts and commissions
and estimated offering expenses payable by us. We
plan to use the net proceeds of the offering for:
- repayment of amounts borrowed under our existing
credit facility; and
- general corporate purposes, which may include
funding of our new vessel construction program,
the repayment of Sea Truck debt and the
acquisition of other vessels.
Net proceeds will be invested in short-term
investments until they are used.
Nasdaq National Market
symbol................... GMRK
---------------
(a) Does not include shares that may be issued to the underwriters pursuant to
their over-allotment option. If the underwriters exercise their
over-allotment option in full, the total number of shares of common stock
offered will be 1,725,000 shares and the total number of outstanding shares
of our common stock will be 9,924,137. We had 8,199,137 shares of common
stock outstanding on March 8, 2002.
S-5
RISK FACTORS
Any investment in our securities involves significant risks. You should
carefully consider the risk factors described below before deciding whether to
invest in our securities. The risks and uncertainties described below are not
the only ones we face. You should also carefully read and consider all of the
information we have included, or incorporated by reference, in this prospectus
supplement or on page 4 of the accompanying prospectus, before you decide to
invest in our securities. Additional risks and uncertainties not presently known
to us or that we currently deem immaterial may also impair our business.
THE VESSELS UNDER CONSTRUCTION MAY NOT BE COMPLETED ON SCHEDULE AND THERE MAY BE
COST OVERRUNS.
Risk of delay and cost overruns are inherent in any large construction
project and result from numerous factors, including the following:
- shortages of equipment, materials or skilled labor;
- unscheduled delays in the delivery of ordered materials and equipment;
- unanticipated cost increases;
- design problems; and
- shipyard failures.
While we have encountered no significant problems in the past with the
shipyards that are constructing the vessels, we can make no guarantee that the
vessels will be completed as promised or that there will be no cost overruns.
AN INCREASE IN SUPPLY OF OFFSHORE MARINE VESSELS WOULD LIKELY HAVE A NEGATIVE
EFFECT ON THE CHARTER RATES FOR OUR VESSELS, WHICH COULD REDUCE OUR EARNINGS.
Excess vessel capacity in the industry can result primarily from the
construction of new vessels and the mobilization of vessels between market
areas. During the last few years there has been a significant increase in
construction of vessels of the type operated by us, for use both in the Gulf of
Mexico and the North Sea. The addition of new capacity to the worldwide offshore
marine fleet has increased competition in those markets where we operate.
Further, we are committed to the construction of six additional new vessels
under our new-build program. Delivery of these vessels is scheduled to continue
through the fourth quarter of 2003. If demand for our vessels decreases, we can
not cancel the construction or delivery of these new vessels. This new capacity,
coupled with a decrease in demand or a prolonged period of low oil and gas
prices in the future, would likely have a material adverse effect on our
financial condition and results of operations.
WE MAY BE UNABLE TO COMPLY WITH NEW INTERNATIONAL MARITIME ORGANIZATION
REGULATIONS THAT RELATE TO THE CERTIFICATION OF OUR CREWS AND VESSELS BY THE
TIME THEY ARE EFFECTIVE.
On or before July 2002, certain crew and vessel certifications will be
required by regulations of the International Maritime Organization, and we
cannot assure you that we can satisfy the regulations on a timely basis. If we
fail to satisfy the requirements of the new regulations by the deadline, we
could be prevented or encumbered from operating the non-qualified vessels in
many markets.
S-6
WE ARE SUBJECT TO WAR, SABOTAGE AND TERRORISM RISK.
The impact that the terrorist attacks of September 11, 2001 may have on the
energy industry in general, and on us in particular, is not known at this time.
Uncertainty surrounding retaliatory military strikes or a sustained military
campaign may affect our operations in unpredictable ways, including changes in
the insurance markets, disruptions of fuel supplies and markets, particularly
oil, and the possibility that infrastructure facilities, including pipelines,
production facilities, refineries, electric generation, transmission and
distribution facilities, could be direct targets of, or indirect casualties of,
an act of terror. War or risk of war may also have an adverse effect on the
economy. The terrorist attacks on September 11, 2001, and the changes in the
insurance markets attributable to the terrorist attacks, have resulted in a
hardening of the insurance market. We maintain insurance coverage against
casualty and liability risks and have renewed our primary insurance program for
the insurance year 2002-2003. As a result of the events of September 11, 2001,
the cost to cover war risks on our vessels has increased and could substantially
increase over prior years' policies as it was included in the cost of our other
coverage. We will evaluate the need to maintain this coverage as it applies to
our fleet in the future. We believe our insurance is adequate, and we have never
experienced a loss in excess of policy limits. There is no assurance that our
insurance coverage will be available or affordable and, if available, whether it
will be adequate to cover future claims that may arise.
Instability in the financial markets as a result of war, sabotage or
terrorism could also affect our ability to raise capital and could also
adversely affect the oil, gas and power industries and restrict their future
growth.
S-7
USE OF PROCEEDS
We expect the net proceeds from the sale of the common stock to be
approximately $49,810,000 ($57,356,500 if the over-allotment option is exercised
in full), after deducting underwriters' discounts and commissions and estimated
offering expenses payable by us. We plan to use the net proceeds for:
- repayment of amounts borrowed under our existing credit facility; and
- general corporate purposes, which may include funding of the our new
vessel construction program, the repayment of Sea Truck debt and the
acquisition of other vessels. See "Recent Developments -- New Vessel
Construction Program" and "Recent Developments -- Sea Truck Acquisition".
At March 5, 2002, we had $43.6 million outstanding under our credit
facility at an effective interest rate of 3.0%. Amounts borrowed were used to
partially fund the Sea Truck acquisition ($24.9 million) and the February 2002
deliveries of the Highland Navigator and North Mariner ($18.7 million).
S-8
CAPITALIZATION
The following table sets forth, as of December 31, 2001:
- our actual capitalization;
- our pro forma capitalization which gives effect to the delivery of two
PSVs in February 2002 (Highland Navigator and North Mariner and certain
progress payments on the remaining undelivered newbuilds); and
- our pro forma as adjusted capitalization, which reflects the pro forma
adjustments described above, and the receipt and application as described
under "Use of Proceeds" of the estimated net proceeds to us from this
offering.
As of December 31, 2001
----------------------------------------
(In thousands)
----------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED(a)
--------- ----------- --------------
(Audited) (Unaudited) (Unaudited)
--------- ----------- --------------
Cash and cash equivalents........................ $ 21,923 $ 7,473 $ 13,683
-------- -------- --------
Debt:
Credit facility................................ $ 24,850 $ 43,600 $ --
8 3/4% Senior Notes due 2008................... 129,723 129,723 129,723
Sea Truck borrowings........................... 21,685 21,685 21,685
Other borrowings............................... 8,771 8,771 8,771
-------- -------- --------
Total debt............................. $185,029 $203,779 $160,179
Minority Interest................................ 1,128 1,128 1,128
Stockholders' equity:
Preferred stock, no par value; 2,000,000
authorized; no shares issued................ $ -- $ -- $ --
Common stock, $0.01 par value; 15,000,000
shares authorized, 8,199,173 actual and pro
forma and
(as adjusted) shares issued and
outstanding................................. 82 82 97
Additional paid in capital..................... 63,239 63,239 113,034
Retained earnings.............................. 94,750 94,750 94,750
Cumulative translation adjustment.............. (24,679) (24,679) (24,679)
-------- -------- --------
Total stockholders' equity............. 133,392 133,392 183,202
-------- -------- --------
Total capitalization................... $319,549 $338,299 $344,509
======== ======== ========
---------------
(a) Net proceeds from this offering reduce borrowings under our credit facility
with excess amounts added to our cash balances.
S-9
SELECTED CONSOLIDATED FINANCIAL OPERATING DATA
Our historical financial data included in the table below as of and for
each of the years ended December 31, 1997, 1998, and 1999 are derived from our
consolidated financial statements audited by Arthur Andersen LLP, independent
accountants. The historical financial data included in the table below as of and
for the years ended December 31, 2000 and 2001, are derived from our
consolidated financial statements audited by Ernst & Young LLP.
The data presented below should be read in conjunction with our
consolidated financial statements, including the notes thereto, and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" incorporated by reference in this prospectus supplement and the
attached prospectus.
YEAR ENDED DECEMBER 31,
-------------------------------------------------
1997 1998 1999 2000 2001
------- ------- ------- -------- --------
OPERATING DATA:
Revenues................................... $46,019 $86,194 $72,258 $ 77,702 $114,063
Direct operating expenses.................. 18,231 30,881 34,127 34,060 43,403
Bareboat charter expense................... -- 3,221 7,089 6,661 8,931
General and administrative expenses........ 5,364 5,718 6,087 6,328 7,623
Depreciation and amortization.............. 6,711 11,345 12,420 12,613 15,327
------- ------- ------- -------- --------
Operating income........................... 15,713 35,029 12,535 18,040 38,779
Gain on sale of assets..................... -- 2,930 -- 3,651 --
Interest expense, net...................... (3,819) (8,208) (9,501) (10,731) (11,569)
Loss from unconsolidated venture........... -- -- (865) (214) --
Other income (expense), net................ (73) (146) -- 217 (1,501)
Income tax (provision) benefit............. (3,626) (8,816) (308) (3,056) 12,213
------- ------- ------- -------- --------
Income from continuing operations.......... $ 8,195 $20,789 $ 1,861 $ 7,907 $ 37,922
Earnings per share from continuing
operations (diluted)(a).................. $ 1.11 $ 2.52 $ 0.22 $ 0.95 $ 4.51
Weighted average common shares
(diluted)(a)............................. 7,413 8,255 8,271 8,326 8,403
OTHER DATA:
EBITDA(b).................................. $22,424 $46,374 $24,955 $ 30,653 $ 54,106(c)
Total vessels in fleet(d).................. 30 38 51 47 50
Average number of owned or chartered
vessels(e)............................... 23.0 28.7 31.8 33.6 38.0
---------------
(a) Earnings per share is based on the weighted average number of shares of
common stock and common stock equivalents outstanding.
(b) EBITDA represents operating income plus depreciation and amortization.
EBITDA is not necessarily a measure of our ability to fund cash needs. While
EBITDA should not be construed as a substitute for operating income or as a
better indicator of liquidity than cash flows from operating activities,
which are determined in accordance with generally accepted accounting
principles, EBITDA is included herein to provide additional information with
respect to our ability to fund our future debt service, capital expenditures
and working capital requirements. EBITDA is included herein because we
believe that certain investors find it to be a useful tool for measuring our
performance.
(c) Pro forma EBITDA, adjusted to include the impact of the Sea Truck
acquisition as of January 1, 2001, was $59.0 million. This value does not
include the full-year impact of the following fleet additions:
(1) Acquisition of the Highland Patriot in April, 2001;
(2) Acquisition of two vessels from Clear Seas in August, 2001; and
(3) Delivery of vessels under our nine vessel newbuild program -- one of
which was delivered in July 2001, two of which were delivered in
February 2002, two of which are scheduled to be delivered in the
remainder of 2002 and four of which are scheduled to be delivered in
2003. See "Recent Developments -- New Vessel Construction Program".
(d) Includes managed vessels in addition to those that are owned and chartered.
(e) Includes owned and chartered vessels only. Adjusted for additions and
dispositions occurring during each period. See "Business -- Our Fleet" for
further information concerning our fleet.
S-10
MARKET FOR OUR COMMON STOCK
On March 12, 2002, the last reported sales price of our common stock on the
Nasdaq National Market was $35.40 per share. Our common stock is traded on the
Nasdaq National Market under the symbol "GMRK."
As of March 8, 2002, and before the issuance of shares pursuant to this
prospectus supplement, we had 8,199,137 shares of common stock outstanding.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The table below provides information regarding our common stock for the
periods indicated. Prices shown are from the Nasdaq National Market stock price
history and reflect sales price of day quotes.
PRICE RANGE
---------------
HIGH LOW
------ ------
1999
First Quarter..................................... $19.88 $11.56
Second Quarter.................................... 19.00 12.00
Third Quarter..................................... 22.38 16.00
Fourth Quarter.................................... 18.38 10.50
2000
First Quarter..................................... $22.50 $11.50
Second Quarter.................................... 26.25 16.75
Third Quarter..................................... 31.75 18.50
Fourth Quarter.................................... 31.00 21.00
2001
First Quarter..................................... $35.00 $23.75
Second Quarter.................................... 39.99 27.40
Third Quarter..................................... 34.00 22.00
Fourth Quarter.................................... 30.45 23.10
2002
First Quarter (through March 12, 2002)............ $40.33 $26.21
We have not paid cash dividends on our common stock at any time during the
periods reflected in the above table. Our credit facility prohibits us from
paying dividends.
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BUSINESS
OFFSHORE MARINE SERVICES INDUSTRY OVERVIEW
Our customers employ our vessels to provide services supporting the
construction, positioning and ongoing operation of offshore oil and natural gas
drilling rigs and platforms (Offshore Marine Services). This industry employs
various types of vessels, referred to broadly as offshore support vessels, that
are used to transport materials, supplies, equipment and personnel. Offshore
Marine Service providers are employed by oil companies that are engaged in the
offshore exploration and production of oil and natural gas and related services.
Services provided by companies in this industry are performed in numerous
locations worldwide. The Gulf of Mexico, the North Sea, offshore Southeast Asia,
offshore West Africa and offshore Brazil are each major markets that employ a
significant number of vessels. Vessel usage is also significant in other
international areas, including India, Australia, the Persian Gulf and the
Mediterranean Sea. The industry is relatively fragmented, with more than 20
major participants and numerous small regional competitors. Historically, few of
these competitors have participated in all five of these major markets. We
operate our fleet of 53 offshore supply vessels in four of the five major
markets: 36 in the North Sea, 12 in Southeast Asia, three in Brazil and two in
West Africa.
Our business is directly impacted by the level of activity in worldwide
offshore oil and natural gas exploration, development and production, which, in
turn, is impacted by trends in oil and natural gas prices. Oil and natural gas
prices are affected by a host of geopolitical and economic forces, including the
fundamental principles of supply and demand. Each of the major geographic
offshore oil and gas production regions has unique characteristics that
influence the economics of exploration and production and consequently the
market for vessels in support of these activities. While there is some vessel
interchangeability between geographic regions, barriers such as mobilization
costs and vessel suitability restrict migration of vessels between regions. This
is most notably the case in the North Sea, where vessel design requirements
dictated by the harsh operating environment restrict migration of vessels into
that market and, to a lesser degree, high operating costs restrict migration out
of the market. The effect of these restrictions on vessel migration is to
segment various regions into separate markets.
GROWTH IN SIZE OF VESSEL FLEET
The size of our vessel fleet has grown from 47 vessels on December 31, 2000
to 53 vessels on March 5, 2002, due in large part to three transactions in which
we acquired eight existing vessels, plus the delivery of the first three of nine
newbuild vessels. Our managed fleet was reduced by five vessels, three of which
we acquired. The expansion of the owned fleet from 30 to 41 vessels during the
same period was the major factor affecting operating income in 2001. This
expansion is also expected to provide the opportunity for growth in operating
income in future periods. The first of the transactions was the acquisition of
the Stirling Fyne, renamed the Highland Patriot, for $6.9 million in April 2001,
whereupon it was immediately chartered for one year, plus options of the
charterer for extensions, at an attractive day rate. In June 2001, we acquired
five vessels through the acquisition of Sea Truck in Norway for approximately
$61.8 million, of which $38.6 million was in cash and $23.2 million was the
assumption of existing Sea Truck debt. Four of the vessels (Stream Truck, Stout
Truck, Sound Truck and Safe Truck) were under term charters at the time of the
acquisition with the fifth vessel (Zacharias) under a bareboat charter with an
obligation to sell the vessel in 2003. In July 2001, we took delivery of the
Highland Fortress, the first of nine newbuild vessels to be delivered over the
2001-2003 period. This vessel immediately went on contract for a primary term of
three years, with options, at an attractive day rate. In August 2001 we acquired
two previously managed vessels (Clwyd Supporter and Sefton Supporter) from Clear
Seas, for approximately $8.9 million in assumed debt. Both of these vessels have
charters extending through June 2002, plus options. At the end of February 2002,
we took delivery of two vessels under our newbuild program, the Highland
Navigator and North Mariner. Both of these vessels are contracted under term
charters beginning in
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March 2002, for three and five year primary terms, respectively, with options.
The following table reconciles the fleet size at the beginning of 2001 through
March 5, 2002:
BAREBOAT
OWNED CHARTERED MANAGED TOTAL
VESSELS VESSELS VESSELS FLEET
------- --------- ------- -----
January 1, 2001............................................ 30 4 13 47
Highland Patriot......................................... 1 -- -- 1
Sea Truck Acquisition.................................... 5 -- (1) 4
Clear Seas Vessels....................................... 2 -- (2) --
Newbuild Program......................................... 1 -- -- 1
Other.................................................... -- -- (2) (2)
--- --- --- ---
December 31, 2001.......................................... 39 4 8 51
--- --- --- ---
Newbuild Program......................................... 2 -- -- 2
March 5, 2002.............................................. 41 4 8 53
=== === === ===
VESSEL CLASSIFICATIONS
Offshore support vessels generally fall into seven functional
classifications derived from their primary or predominant operating
characteristics or capabilities. However, these classifications are neither
precise nor rigid, and it is not unusual for a vessel to fit into more than one
of the categories. These functional classifications are: (i) platform supply
vessel, (ii) anchor handling, towing and supply vessel, (iii) construction
support vessel, (iv) standby rescue vessel, (v) crewboat, (vi) specialty vessel
and (vii) utility vessel.
- PLATFORM SUPPLY VESSELS (PSVS) serve drilling and production facilities
and support offshore construction and maintenance work. They are
differentiated from other offshore support vessels by their cargo
handling capabilities, particularly their large capacity and versatility.
PSVs utilize space on deck and below deck and are used to transport
supplies such as fuel, water, drilling fluids, equipment and provisions.
PSVs range in size from 150' to 200'. Large PSVs (LgPSVs) range up to
275' in length, with a few vessels somewhat larger, and are particularly
suited for supporting large concentrations of offshore production
locations because of their large, clear after deck and below deck
capacities. The majority of the LgPSVs we operate function primarily in
this classification but are also capable of service in construction
support.
- ANCHOR HANDLING, TOWING AND SUPPLY VESSELS (AHTS) are used to set anchors
for drilling rigs and tow mobile drilling rigs and equipment from one
location to another. In addition, these vessels typically can be used in
limited supply roles when they are not performing anchor handling and
towing services. They are characterized by shorter after decks and
special equipment such as towing winches. Vessels of this type with less
than 10,000 brake horsepower (BHP) are referred to as small AHTS vessels
(SmAHTS), while AHTS vessels in excess of 10,000 BHP are referred to as
large AHTS vessels (LgAHTS). The most powerful North Sea Class AHTS
vessels have up to 25,000 BHP. From time to time, all of our AHTS vessels
also function as PSVs.
- CONSTRUCTION SUPPORT VESSELS are vessels such as pipe-laying barges or
specially designed vessels, such as pipe carriers, used to transport the
large cargos of material and supplies required to support the
construction and installation of offshore platforms and pipelines. A
large number of our LgPSVs also function as pipe carriers. Our North Sea
fleet has the distinction of being the only significant concentration of
pipe carrier capable vessels outside of Scandinavian control.
- STANDBY RESCUE VESSELS (STBY) perform a safety patrol function for an
area and are required for all manned locations in the United Kingdom
sector of the North Sea. These vessels typically remain on station to
provide a safety backup to offshore rigs and production facilities and
carry special
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equipment to rescue personnel. They are equipped to provide first aid and
shelter and, in some cases, also function as supply vessels.
- CREWBOATS (CREW) transport personnel and cargo to and from production
platforms and rigs. Older crewboats (early 1980s build) are typically
100' to 120' in length and are designed for speed and to transport
personnel. Newer crewboat designs are generally larger, 130' to 165' in
length and can be longer with greater cargo carrying capacities. They are
used primarily to transport cargo on a time-sensitive basis.
- SPECIALTY VESSELS (SPV) generally have special features to meet the
requirements of specific jobs. The special features include large deck
spaces, high electrical generating capacities, slow controlled speed and
varied propulsion thruster configurations, extra berthing facilities and
long-range capabilities. These vessels are primarily used to support
floating production storing and offloading (FPSOs), diving operations,
remotely operated vehicles (ROVs), survey operations and seismic data
gathering, as well as oil recovery, oil spill response and well
stimulation. Some of our owned vessels frequently provide specialty
functions, and two managed vessels are currently chartered for specialty
functions.
- UTILITY VESSELS are typically 90' to 150' in length and are used to
provide limited crew transportation, some transportation of oilfield
support equipment and, in some locations, standby functions. We do not
operate any vessels in this category.
THE NORTH SEA MARKET
We define the North Sea market as offshore Norway, Denmark, the
Netherlands, Germany, Great Britain and Ireland, the Norwegian Sea and the area
West of Shetlands. Historically, this has been the most demanding of all
exploration frontiers due to harsh weather, erratic sea conditions, significant
water depth and long sailing distances. Exploration and production operators in
the North Sea market are typically large and well-capitalized entities (such as
major oil companies and state-owned oil companies), in large part because of the
significant financial commitment required in this market. Projects in the region
tend to be fewer in number but larger in scope, with longer planning horizons
than projects in regions with less demanding environments, such as the Gulf of
Mexico. Consequently, vessel demand in the North Sea has generally been steadier
and less susceptible to abrupt swings than vessel demand in other regions.
This market can be broadly divided into three areas: exploration,
production platform support and field development or construction. Support of
the more volatile exploration segment of the market represents the primary
demand for AHTS vessels. While supply vessels support the exploration segment,
they also support the production and field construction segments, which
generally are not affected by frequent short-term swings in demand. However,
since AHTS vessels are capable of performing in a supply role, the availability
of AHTS vessels during prolonged periods of weakness in the exploration segment,
as was experienced during 1999 and the first half of 2000, can put downward
pressure on PSV demand.
Our North Sea fleet is oriented toward supply vessels which work in the
more stable segments of production platform support and field development or
construction, and includes 28 owned and bareboat chartered vessels (22 PSVs, two
AHTS vessels, and four SpVs) and eight managed vessels (four PSVs, one AHTS
vessel and three SpVs). Onshore bases in Aberdeen, Scotland and Liverpool,
England support these vessels.
During the period of 1995-1998, the North Sea market experienced
consistently high vessel utilization rates and increasing day rates. Increased
drilling rig requirements during 1995 and 1996 led to a shortage of high
specification drilling rigs. A number of long-term drilling contracts were
signed during that period and, as demand increased in other regions, orders for
new drilling rigs were placed. Accelerated activity in construction and
development projects added to the demand for supply vessel services and by 1997
vessel demand was very strong. The positive market dynamics continued into the
first quarter of 1998. A drop in oil prices in the latter half of 1998 and into
the first quarter of 1999 resulted in significant reductions in
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spending plans for 1999 and caused demand for vessel services in 1999 to fall
well below that experienced in 1997 and 1998. A number of the large integrated
oil companies were merged and the consolidation process in the industry had an
adverse near-term effect on the market for support vessel services. This
slowdown in demand occurred in a period when a number of vessels entered the
marketplace well ahead of the drilling rigs they were built to support. Most of
these vessels were ordered in 1997 and 1998 in response to increased
construction in the drilling industry and were delivered by the end of 1999. The
vessel deliveries aggravated an oversupply condition caused by the reduction in
development activity but was mitigated somewhat by vessels utilized in fiber
optic cable installation and maintenance activity. In the second quarter of
2000, in response to higher commodity pricing and some increase in drilling
activity, this market began to improve. This was at first evidenced by increased
utilization rates for offshore support vessels and was followed by an
improvement in day rates. The steady recovery continued throughout the balance
of the year, with demand outside of the North Sea accelerating price recovery as
deepwater locations in international markets competed for the available vessels.
These factors allowed day rates and utilization to escalate to levels similar to
those experienced during the high point of 1998. At the end of 2000 and
throughout 2001, rates continued to improve, and, during the latter half of
2001, were above those experienced in the previous peak period of 1998, despite
lower oil and natural gas prices.
The supply of vessels to the region has been a function of newbuild vessels
delivered to the market and the migration of vessels to other markets, either
permanently or for temporary assignments. The demand for existing vessels
outside of the North Sea and the expanded role for deepwater projects in
worldwide locations left the North Sea fleet largely in balance through the end
of 1998. As oil and gas activity levels declined after the precipitous oil price
drop in 1998-1999 and a number of newbuild vessels entered the market in advance
of new deepwater drilling rigs which had been delayed, an excess of supply
resulted and caused day rates and utilization to fall. The excess supply began
to be absorbed in 2000 as vessels moved out of the North Sea in support of
drilling rigs in other deepwater markets and as activity levels improved in the
region. During the second half of 2000 and throughout 2001, many companies
committed to a number of newbuild vessels with deliveries scheduled from 2001
through 2003. Industry sources have identified approximately 65 vessels outside
of the United States and Canada which are scheduled to be delivered over the two
year period 2002-2003. These newbuild vessels are generally designed to meet the
expanding demand for deepwater support vessels not only in the North Sea but in
the other major deepwater markets of the world.
THE SOUTHEAST ASIA MARKET
We define the Southeast Asia market as offshore Asia bounded roughly on the
west by the Indian subcontinent and on the north by China. This market includes
offshore Brunei, Cambodia, Indonesia, Malaysia, Myanmar, the Philippines,
Singapore, Thailand and Vietnam. The design requirements for vessels in this
market are generally similar to the requirements of the shallow water Gulf of
Mexico. However, advanced exploration technology and rapid growth in energy
demand among many Pacific Rim countries have led to more remote drilling
locations, which has increased both the overall demand in this market and the
technical requirements for vessels. We believe that a number of exploration and
production projects planned or underway could increase the future demand for
Offshore Marine Services in the Southeast Asia market.
The Southeast Asia market differs country by country, but the competitive
environment is broadly characterized by a large number of small companies, in
contrast to many of the other major offshore exploration and production areas of
the world, where a few large operators dominate the market. Affiliations with
local companies are generally necessary to maintain a viable marketing presence.
Our management has been involved in the region since the mid-1970s, and we
currently maintain long-standing business relationships with a number of local
companies.
Vessels in this market are typically smaller than those operating in areas
such as the North Sea. Yet, the varying weather conditions, annual monsoons and
long distances between supply centers in Southeast Asia have allowed for a
variety of vessel designs to compete in this market, each suited for a
particular set of operating parameters. Vessels designed for the Gulf of Mexico
and other areas where moderate weather
S-15
conditions prevail have historically made up the bulk of the Southeast Asian
fleet. In the middle part of the 1990s there was pressure (most notably from
Malaysia) to upgrade offshore vessel capabilities by establishing limits on the
age of vessels working in certain countries' territorial waters and encouraging
construction of new vessels designed particularly to operate in this region.
Demand for new vessels is developing in the region where deepwater projects
occur or where oil and gas companies employ larger fleets of vessels. This trend
toward newer vessels is less likely to be a factor in vessel selection during a
period of reduced expenditures, as was experienced in part of 1999 and during
much of 2000.
Changes in supply and demand dynamics have led at times, most recently
during 1999, to an excess number of vessels in markets such as the Gulf of
Mexico. It is possible that vessels currently located in the Arabian/Persian
Gulf area, West Africa or the Gulf of Mexico could relocate to Southeast Asia.
Not all vessels currently located in those regions would be able to operate in
Southeast Asia. Furthermore, transferring a vessel from the Gulf of Mexico to
Southeast Asia would involve a significant cash and opportunity cost.
Historically, there has been some movement between these operating areas, but
vessel movements have not been a major factor in the Southeast Asia vessel
market.
Indonesia is the only member of OPEC in the region. Oil and natural gas
exploration activity in Indonesia has historically focused on oil exploration.
Several large projects have now been identified that would exploit gas reserves.
Indonesian-based operations utilize the largest number of service vessels in the
region. Demand in Indonesia has seen a number of peaks and valleys during the
past decade. In 1992, demand softened as exploration activities were reduced
while some of the major oil companies renegotiated their production royalty and
tax structures with local authorities. This reversed somewhat in 1993 and 1994,
as some agreements were reached. However, in 1995, the oil companies pressed for
further modifications to their production royalty and tax structures and reduced
their exploration budgets, resulting in lower-than-expected activity in 1995 and
only marginal improvement in 1996 and 1997. The market improved in early 1998 as
part of a general improvement throughout Southeast Asia but turned lower in 1999
as a result of an overall worldwide slowdown in exploration and development
expenditures. During 2000, as markets in other regions rebounded, this market
lagged behind with several brief upturns only to be followed by contractions
back to the previously reduced levels. During 2001, activity levels improved and
both day rates and utilization were consistently higher than at any time in the
prior two years. Subsequent to the end of 2001, activity levels have remained
relatively high and day rates have also continued to be steady.
In the first quarter of 2000, we secured a contract for one of the newbuild
vessels completed in 1999 to work for a major oil company in Indonesia. This
development was important because it marked a shift from the historical demand
of the commodity type vessels which have dominated this market in the past to
newer, more technologically advanced service vessels. This contract, which was
originally for two years, was extended at a higher day rate until August of
2002.
THE BRAZILIAN MARKET
Similar to the North Sea, the Brazilian market requires highly
sophisticated vessels due to the harsh operating environment. We have
experienced success in meeting the market requirements through owned, managed
and bareboat chartered vessels and will look to our existing and newbuild fleet
to meet the expanding demand for vessels in this important market.
Over the last several years, the Brazilian government has opened up the
petroleum industry to private investment. The early bid rounds resulted in
extensive commitments by major international oil companies and consortiums of
independents, which have explored and will continue to explore the offshore
blocks awarded in the lease sales. This has created a demand for deepwater AHTS
and PSV vessels in support of the drilling and exploration activities that has
been met primarily from mobilization of vessels from other regions. As this
activity increases throughout 2002-2003 to meet the commitments of the oil
companies to the Brazilian government, there will be a growing demand for
offshore support vessels. In addition, Petroleo Brasiliero S.A. (Petrobras), the
Brazilian national oil company, has announced expansion plans for the next
several years which will create additional demand for offshore support vessels.
We have been
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active in bidding on additional work with both Petrobras and the consortiums and
believe we will be successful in the award of a contract for additional vessels
in the region.
The Seapower has been operating in Brazil since 1995 under a contract with
Petrobras, which runs into October 2003. The Leopard Bay, an AHTS vessel built
by Sanko Steamship Co. Ltd., (Sanko) and bareboat chartered by us for three
years, began a three-year contract with Petrobras in November 1998 which was
extended into June 2002. During 2000, we exercised our option to extend the
bareboat charter for this vessel for an additional year through June 2003. We
contracted a third vessel, the Highland Scout, to Petrobras in January 2000 for
an initial period of six months which was extended several times during that
year. At the end of 2001, we extended the contract for an additional year at a
higher day rate. In the first quarter of 2001, we mobilized two of our managed
PSVs, the Torm Kestrel and Waveny Castle, to Brazil to work for BP in support of
their drilling program offshore Belem, Brazil. Both of these vessels were
returned to the North Sea on the completion of the drilling program in mid-2001.
THE WEST AFRICAN MARKET
During January 2000, we mobilized a bareboat chartered vessel from the
North Sea market to Equatorial Guinea under a two-year contract with a major
international oil company which was subsequently extended into 2003. This marked
our entry into this market and was viewed as an important step for us in meeting
the growing demand for deepwater capable vessels in the emerging West African
Offshore Marine Services market. In 2001, we mobilized one of our managed AHTS
vessels to West Africa in support of a construction/cable installation program.
With the notable exploration successes which have been publicized by both major
oil companies and independents operating in the area, we believe that the market
in this region has one of the highest potentials for attracting North Sea
capable vessels. The heightened level of offshore expenditures has created an
increase in the demand for vessels to support drilling operations in this
region, as evidenced by the increase in vessel contracts awarded over the period
1999-2001. We believe that further demand will be created for both AHTS vessels
and PSVs as expenditures to further delineate and exploit the deepwater
discoveries are initiated by the international oil companies. This has been
further evidenced in the first several months of 2002 as bid activity has
increased for projects in Nigeria, Angola and Equatorial Guinea. We will look to
our current fleet of vessels in addition to our newbuild vessels to meet the
requirements of this market.
OUR FLEET
Our existing fleet as of March 5, 2002 includes 53 vessels. Of these
vessels, 41 are owned by us (one of which, the Zacharias, is under an
installment sale which obligates the charterer to purchase the vessel not later
than April 2003), four are bareboat chartered from other owners and eight are
under management for other owners. Additionally, there are six remaining vessels
to be delivered as part of our newbuild program in Norway. Several of these
vessels may replace four of the bareboat chartered vessels, all of which will be
returned during the years 2003-2004.
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LENGTH
FLEET VESSEL TYPE(a) FLAG DELIVERY (FEET) BHP(b) DWT(c)
----- ------------------------- ------- ------- -------- ------ ------ ------
NORTH SEA BASED (d)
Owned Clwyd Supporter.......... SpV UK 1984 266 10,700 1,400
Highland Champion........ LgPSV UK 1979 265 4,800 3,910
Highland Drummer......... LgPSV UK 1997 221 5,450 3,115
Highland Fortress........ LgPSV UK 2001 236 5,450 3,200
Highland Legend.......... PSV UK 1986 194 3,590 1,442
Highland Navigator....... LgPSV UK 2002 275 9,600 4,320
Highland Patriot......... LgPSV UK 1982 233 4,800 2,649
Highland Pioneer......... LgPSV UK 1983 224 5,400 2,500
Highland Piper........... LgPSV UK 1996 221 5,450 3,115
Highland Pride........... LgPSV UK 1992 265 6,600 3,075
Highland Rover........... LgPSV UK 1998 236 5,450 3,200
Highland Spirit.......... SpV UK 1998 202 6,000 1,800
Highland Sprite.......... SpV UK 1986 194 3,590 1,442
Highland Star............ LgPSV UK 1991 265 6,600 3,075
Highland Warrior......... LgPSV Bermuda 1981 265 5,300 4,049
North Prince............. LgPSV UK 1978 259 6,000 2,717
Safe Truck............... LgPSV UK 1996 221 5,450 3,115
Sefton Supporter......... SpV UK 1971 250 1,620 1,233
North Challenger......... LgPSV Norway 1997 221 5,450 3,115
North Crusader........... AHTS Norway 1984 236 12,000 2,064
North Fortune............ LgPSV Norway 1983 264 6,120 3,366
North Mariner............ LgPSV Norway 2002 275 9,600 4,320
North Vanguard........... LgPSV Norway 1990 265 6,600 4,000
Sound Truck.............. LgPSV Norway 1983 265 6,120 3,370
Stout Truck.............. LgPSV Norway 1998 221 5,450 3,115
Stream Truck............. LgPSV Norway 1998 276 9,600 4,320
Highland Bugler (e)...... LgPSV TBD 2002 221 5,450 3,115
Highland Courage (e)..... AHTS TBD 2002 260 16,320 2,000
TBN UT 755 (e)........... LgPSV TBD 2003 221 5,450 3,115
TBN UT 755L (e).......... LgPSV TBD 2003 236 5,450 3,200
TBN UT 722L (e).......... AHTS TBD 2003 260 16,320 2,000
TBN UT 722L (e).......... AHTS TBD 2003 260 16,320 2,000
Chartered Mercury Bay.............. LgPSV Bermuda 1998 221 5,450 3,115
Monarch Bay.............. LgPSV Bermuda 1998 221 5,450 3,115
Torm Heron (f)........... AHTS Bermuda 1999 241 15,000 2,900
SOUTHEAST ASIA BASED
Owned Highland Guide........... LgPSV US 1999 218 4,640 2,800
Sea Conquest............. SmAHTS Panama 1977 185 3,850 1,142
Sea Diligent............. SmAHTS Panama 1981 192 4,610 1,219
Sea Eagle................ SmAHTS Panama 1976 185 3,850 1,215
Sea Endeavor............. SmAHTS Panama 1981 191 4,000 1,000
Sea Explorer............. SmAHTS Panama 1981 192 5,750 1,420
Sea Searcher............. SmAHTS Panama 1976 185 3,850 1,215
Searunner................ Crew Panama 1982 120 2,720 126
Seawhip.................. SmAHTS Panama 1983 192 3,900 1,200
Seawitch................. SmAHTS Panama 1983 192 3,900 1,200
Sem Courageous........... SmAHTS Malaysia 1981 191 4,000 1,000
Sem Valiant.............. SmAHTS Malaysia 1981 191 4,000 1,000
BRAZIL BASED
Owned Highland Scout........... LgPSV US 1999 218 4,640 2,800
Seapower................. SpV Panama 1974 222 7,040 1,205
Chartered Leopard Bay.............. AHTS Bermuda 1998 241 15,000 2,900
---------------
(a) Legend: LgPSV -- Large platform supply vessel SmAHTS -- Small anchor handling, towing and supply
PSV -- Platform supply vessel vessel
AHTS -- Anchor handling, towing and supply Crew -- Crewboat
vessel SpV -- Specialty vessel, including towing and oil
spill response
(b) Brake horsepower.
(c) Deadweight tons.
(d) The Zacharias, acquired as part of the Sea Truck acquisition, is under a
bareboat charter and has a provision requiring the charterer to purchase
the vessel no later than April 2003 and is not included herein.
(e) Vessel currently under construction in Norwegian shipyard.
(f) Operated pursuant to 50/50 joint venture agreement with Torm U.K. Limited,
through May 2002.
Note: Eight additional vessels are under management agreements for other owners.
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CUSTOMERS, CONTRACT TERMS AND COMPETITION
Our principal customers are major integrated oil companies and large
independent oil and natural gas exploration, production companies working in
international markets, and foreign government owned or controlled oil companies,
as well as companies that provide logistic, construction and other services to
such oil companies and foreign government organizations. During 2001, under
multiple contracts in the ordinary course of business, one customer accounted
for more than 10% of total consolidated revenues: Aberdeen Services Company
(ASCO) at 19.0%. ASCO is a logistics coordinator primarily serving major
international oil companies. The contracts are industry standard time charters
involving several of our vessels for periods ranging from a few days or months
to more than a year. The contracts are generally not cancelable except for
unsatisfactory performance by the vessel. The loss of a major customer could
have a material adverse effect on our financial condition and results of
operations if a replacement is not obtained.
Contract or charter durations vary from single-day to multi-year in length,
based upon many different factors that vary by market. Historically, term
charters in the Offshore Marine Services industry have generally extended from
six months to one year in length. Additionally, there are "evergreen" charters
(also known as "life of field" or "forever" charters), and at the other end of
the spectrum, there are "spot" charters and "short duration" charters, which can
vary from single voyage to charters of less than six months. Longer duration
charters are more common where equipment is not as readily available or specific
equipment is required. In the North Sea, multi-year charters have been more
common, and we believe that term charters constitute the majority of the market.
Term charters in Southeast Asia are currently somewhat less common than in the
North Sea and generally are two years or shorter in length. In the developing
Brazil and West Africa markets, term charters are relatively common due to the
harsh operating conditions, the scarcity of quality equipment and the distance
to larger markets. In addition, charters for vessels in support of floating
production, FPSOs are typically "life of field" or "full production horizon
charters". Because of frequent renewals, the stated duration of charters may
have little correlation with the length of time the vessel is actually
contracted to a particular customer.
Bareboat charters are contracts for vessels, generally for a term in excess
of one year, whereby the owner transfers all market exposure for the vessel to
the charterer in exchange for an arranged fee. The charterer has the right to
market the vessel without direction from the owner. In addition to bareboat
charter fees paid to the owner, the charterer is responsible for providing the
crew and all operating costs for the vessel. No depreciation expense is borne by
the charterer. Bareboat chartered vessels, in comparison to identical owned
vessels with the same day rate, generate the same revenue but less operating
income since bareboat charter expense is generally higher than depreciation
expense and less operating cash flow since bareboat charter expense is a cash
cost.
Managed vessels add to the market presence of the manager but provide
limited direct financial contribution. Management fees are typically based on a
per diem rate and are not subject to fluctuations in the charter hire rates. The
manager is typically responsible for disbursement of funds for operating the
vessel on behalf of the owner. Depending on the level of service provided by the
manager, fees for services range from $5,000 to $10,000 per month per vessel.
Substantially all of our charters are fixed in British pounds, Norwegian
Kroner and U.S. dollars. We attempt to reduce currency risk by matching each
vessel's contract revenue to the currency matching its operating expenses.
We compete with approximately 15-20 companies in the North Sea market and
numerous small and large competitors in the Southeast Asia market principally on
the basis of suitability of equipment, price and service. Also, in certain
foreign countries, preferences are given to vessels owned by local companies. We
have attempted to mitigate some of the impact of such preferences through
affiliations with local companies. Some of our competitors have significantly
greater financial resources than we do.
S-19
ENVIRONMENTAL AND GOVERNMENT REGULATION
We must comply with extensive government regulation in the form of
international conventions, federal and state laws and regulations in
jurisdictions where our vessels operate and/or are registered. These
conventions, laws and regulations govern matters of environmental protection,
worker health and safety, and the manning, construction and operation of
vessels. We believe that we are in material compliance with all applicable laws
and regulations. The International Maritime Organization recently made the
regulations of the International Safety Management (ISM) Code mandatory. The ISM
Code provides an international standard for the safe management and operation of
ships, pollution prevention and certain crew and vessel certifications which is
effective, unless extended by governmental authorities, on July 1, 2002. While
we believe the company will be in compliance on the effective date, no assurance
can be given that compliance will be completed on a timely basis. The risks of
incurring substantial compliance costs, liabilities and penalties for
non-compliance are inherent in offshore marine operations. Compliance with
environmental, health and safety laws and regulations increases our cost of
doing business. Additionally, environmental, health and safety laws change
frequently. Therefore, we are unable to predict the future costs or other future
impact of environmental, health and safety laws on our operations. There is no
assurance that we can avoid significant costs, liabilities and penalties imposed
as a result of governmental regulation in the future.
OPERATIONAL RISKS AND INSURANCE
Our operations are subject to various operating hazards and risks,
including:
- adverse sea and weather conditions;
- mechanical failure;
- navigation errors;
- collision;
- oil and hazardous substance spills, containment and clean up;
- labor shortages and strikes;
- damage to and loss of drilling rigs and production facilities; and
- war, sabotage and terrorism risks.
These risks present a threat to the safety of personnel and to our vessels,
cargo, equipment under tow and other property, as well as the environment. We
could be required to suspend our operations or request that others suspend their
operations as a result of these hazards. Third parties may have significant
claims against us for damages due to personal injury, death, property damage,
pollution and loss of business.
We maintain customary insurance coverage for casualty and liability risks.
We have renewed our primary insurance program for the insurance year 2002-2003.
As a result of the events of September 11, 2001, the cost to cover war risks on
our vessels has increased and could substantially increase over prior years'
policies. We will evaluate the need to maintain this coverage as it applies to
our fleet in the future. There is no assurance that our insurance coverage will
be available or affordable in the future, and, if available, whether it will be
adequate to cover future claims that may arise.
FOREIGN OPERATIONS
During the past five years, we derived substantially all of our revenues
from foreign sources. We therefore face risks inherent in conducting business
internationally, such as:
- foreign currency exchange fluctuations or imposition of currency exchange
controls;
- legal and governmental regulatory requirements;
- potential vessel seizure or nationalization of assets;
S-20
- import-export quotas or other trade barriers;
- difficulties in collecting accounts receivable and longer collection
periods;
- political and economic instability;
- potentially adverse tax consequences;
- difficulties and costs of staffing and managing international operations;
and
- language and cultural differences.
In the past, these conditions or events have not materially affected our
operations. However, we cannot predict whether any such conditions or events
might develop in the future. Also, we organized our subsidiary structure and our
operations in part based on certain assumptions about various foreign and
domestic tax laws, currency exchange requirements, and capital repatriation
laws. While we believe our assumptions are correct, there can be no assurance
that taxing or other authorities will reach the same conclusion. If our
assumptions are incorrect, or if the relevant countries change or modify such
laws or the current interpretation of such laws, we may suffer adverse tax and
financial consequences, including the reduction of cash flow available to meet
required debt service and other obligations. Any of these factors could
materially adversely affect our international operations and, consequently, our
business, operating results and financial condition.
SEASONALITY OF BUSINESS
Our fleet operations are subject to seasonal factors. Operations in the
North Sea are generally at their highest level during the months from April to
August and at their lowest levels during November to February. Vessels operating
in Southeast Asia are generally at their lowest utilization rates during the
monsoon season, which moves across the Asian continent between September and
early March. The actual monsoon season for a specific Southeast Asian location
is about two months. In addition, operations in any market may be affected by
unusually long or short construction seasons due to, among other things,
abnormal weather conditions.
EMPLOYEES
At December 31, 2001, we had 300 employees located in the United States,
the United Kingdom, Norway, Southeast Asia and Brazil. Additionally, through our
contract with a crewing agency, we participate in collective bargaining
arrangements with 753 contract crew members working on our North Sea vessels
under evergreen employment agreements with wages renegotiated annually in June.
We have no other collective bargaining agreements. Relations with our employees
are considered satisfactory. To date, our operations have not been interrupted
by strikes or work stoppages.
PROPERTIES
Our principal executive offices are located in Houston, Texas, while
operations are headquartered in Lafayette, Louisiana. For local support, we have
offices and warehouse facilities in Singapore and Aberdeen, Scotland. All
facilities except one owned facility in Aberdeen, Scotland are under lease. Our
operations generally do not require highly specialized facilities, and suitable
facilities are generally available on a lease basis as required.
S-21
UNDERWRITING
Under the underwriting agreement, which will be filed as an exhibit to a
current report on form 8-K and incorporated by reference into this prospectus
supplement and the accompanying prospectus, each of the underwriters named in
the table below has severally agreed to purchase from us the respective number
of shares of our common stock shown opposite its name below:
NUMBER OF
UNDERWRITER SHARES
----------- ---------
Lehman Brothers Inc. .................................... 600,000
A.G. Edwards & Sons, Inc. ............................... 375,000
CIBC World Markets Corp. ................................ 262,500
Stifel, Nicolaus & Company, Incorporated................. 262,500
---------
Total.......................................... 1,500,000
=========
The underwriting agreement provides that the underwriters' obligations to
purchase shares of our common stock depend on the satisfaction of the conditions
contained in the underwriting agreement, including:
- the representations and warranties made by us to the underwriters are
true;
- there is no material change in the financial markets; and
- we deliver customary closing documents to the underwriters.
We have granted the underwriters an option to purchase, from time to time
until 30 days after the date of the underwriting agreement, in whole or in part,
up to an aggregate of an additional 225,000 shares of our common stock at the
public offering price less underwriting discounts and commissions shown on the
cover page of this prospectus supplement. This option may be exercised to cover
over-allotments, if any, made in connection with this offering. To the extent
that the option is exercised, each underwriter will be obligated, so long as the
conditions set forth in the underwriting agreement are satisfied, to purchase
its pro rata portion of these additional shares based on the underwriter's
percentage underwriting commitment in the offering as indicated in the preceding
table and we will be obligated to sell the shares of our common stock to the
underwriters.
The underwriters have advised us that they propose to offer the shares of
common stock directly to the public at the public offering price set forth on
the cover page of this prospectus supplement, and to selected dealers, at such
public offering price less a selling concession not in excess of $1.12 per
share. The underwriters may allow, and the selected dealers may re-allow, a
concession not in excess of $0.10 per share to brokers and dealers. If all the
shares are not sold at the public offering price, the underwriters may change
the offering price and other selling terms.
The following table summarizes the underwriting discounts and commissions
we will pay to the underwriters. These amounts are shown assuming both no
exercise and full exercise of the underwriters' over-allotment option to
purchase up to 225,000 additional shares of our common stock.
NO EXERCISE FULL EXERCISE
----------- -------------
Per share underwriting discounts and
commissions to be paid by Gulfmark
Offshore, Inc. ............................ $ 1.86 $ 1.86
Total........................................ $2,790,000 $3,208,500
We estimate that the total expenses of this offering, excluding
underwriting discounts and commissions, will be approximately $500,000.
S-22
The underwriters may engage in over-allotment, stabilizing transactions,
syndicate covering transactions, and penalty bids or purchases for the purpose
of pegging, fixing or maintaining the price of the common stock, in accordance
with Rule 104 of Regulation M under the Securities Exchange Act of 1934:
- Over-allotment involves sales by the underwriter of shares in excess of
the number of shares the underwriter is obligated to purchase, which
creates a syndicate short position. The short position may be either a
covered short position or a naked short position. In a covered short
position, the number of shares over-allotted by the underwriter is not
greater than the number of shares that they may purchase in the
over-allotment option. In a naked short position, the number of shares
involved is greater than the number of shares in the over-allotment
option. The underwriter may close out any short position by either
exercising its over-allotment option or purchasing shares in the open
market.
- Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.
- Syndicate covering transactions involve purchases of the common stock in
the open market after the distribution has been completed in order to
cover syndicate short positions. In determining the source of shares to
close out the short position, the underwriter will consider, among other
things, the price of shares available for purchase in the open market as
compared to the price at which they may purchase shares through the
over-allotment option. If the underwriter sells more shares than could be
covered by the over-allotment option, which is called a naked short
position, the position can only be closed out by buying shares in the
open market. A naked short position is more likely to be created if the
underwriter is concerned that there could be downward pressure on the
price of the shares in the open market after pricing that could adversely
affect investors who purchase in the offering.
- Penalty bids permit the underwriters to reclaim a selling concession from
a syndicate member when the common stock originally sold by the syndicate
member is purchased in a stabilizing or syndicate covering transaction to
cover syndicate short positions.
These stabilizing transactions, syndicate covering transactions and penalty
bids may have the effect of raising or maintaining the market price of the
common stock or preventing or retarding a decline in the market price of the
common stock. As a result, the price of the common stock may be higher than the
price that might otherwise exist in the open market. These transactions may be
effected on the Nasdaq National Market or otherwise and, if commenced, may be
discontinued at any time.
In connection with this offering, the underwriters, other than Lehman
Brothers Inc., and selling group members may engage in passive market making
transactions in the common stock on the Nasdaq National Market in accordance
with Rule 103 of Regulation M under the Securities Exchange Act of 1934 during
the period before the commencement of offers or sales of common stock and
extending through the completion of distribution. A passive market maker must
display its bids at a price not in excess of the highest independent bid of the
security. However, if all independent bids are lowered below the passive market
maker's bid, that bid must then be lowered when specified purchase limits are
exceeded.
Neither we nor any of the underwriters make any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the common stock. In addition, neither
we nor the underwriters make any representation that the underwriters will
engage in these stabilizing transactions or that any transaction, once
commenced, will not be discontinued without notice.
We, certain of our senior officers and two members of our board of
directors, David J. Butters and Robert B. Millard, have agreed not to, directly
or indirectly:
- offer for sale, sell, pledge or otherwise dispose of any shares of our
common stock or securities convertible into or exchangeable for our
common stock, other than shares of our common stock or other securities
issued pursuant to our employee benefit plans, qualified stock option
plans or other
S-23
employee compensation plans existing, or options, warrants or rights
outstanding, on the date of this prospectus supplement; or
- enter into any swap or other derivatives transaction that transfers to
another, in whole or in part, any of the economic benefits or risks of
ownership of shares of our common stock,
whether any of these transactions is to be settled by delivery of shares of our
common stock or other securities, in cash or otherwise, for a period of 90 days
after the date of this prospectus supplement without first obtaining the written
consent of Lehman Brothers Inc. We have also agreed not to file with the SEC any
registration statement under the Securities Act of 1933 (other than on Form S-8
in connection with our employee plans) or to sell or grant options, rights or
warrants with respect to any shares of our common stock or securities
convertible into or exchangeable for our common stock, other than the grant of
options pursuant to our option plans existing on the date of this prospectus
supplement, for a period of 90 days after the date of this prospectus supplement
without first obtaining the written consent of Lehman Brothers Inc.
We have agreed to indemnify the underwriters against liabilities relating
to this offering, including liabilities under the Securities Act of 1933 and
liabilities arising from breaches of the representations and warranties
contained in the underwriting agreement, and to contribute to payments that the
underwriters may be required to make for these liabilities.
This prospectus supplement is not, and under no circumstances is it to be
construed as, an advertisement or a public offering of shares in Canada or any
province or territory thereof. Any offer or sale of shares in Canada will be
made only under an exemption from the requirements to file a prospectus
supplement or prospectus and an exemption from the dealer registration
requirement in the relevant province or territory of Canada in which such offer
or sale is made.
Purchasers of the shares of our common stock offered by this prospectus
supplement may be required to pay stamp taxes and other charges under the laws
and practices of the country of purchase, in addition to the offering price
listed on the cover page of this prospectus supplement.
A prospectus in electronic format may be made available on the Internet
sites or through other online services maintained by the underwriters or one or
more of the selling group members participating in this offering, or by their
affiliates. In those cases, prospective investors may view offering terms online
and, depending upon the underwriter or the particular selling group member,
prospective investors may be allowed to place orders online. The underwriters
may agree with us to allocate a specific number of shares for sale to online
brokerage account holders. Any such allocation for online distributions will be
made by the underwriters on the same basis as other allocations.
Other than the prospectus in electronic format, the information on the
underwriters' or any selling group member's web site and any information
contained in any other web site maintained by the underwriter or any selling
group member is not part of this prospectus supplement or the accompanying
prospectus or the registration statement of which this prospectus supplement and
the accompanying prospectus form a part, has not been approved or endorsed by us
or the underwriters or any selling group member in its capacity as underwriter
or selling group member and should not be relied upon by investors.
Lehman Brothers Inc. is a subsidiary of Lehman Brothers Holdings Inc.,
which will beneficially own an approximate 20.9% interest in us after this
offering, and, as a result, may be deemed to be our affiliate. Because Lehman
Brothers Holdings Inc. is the beneficial owner of more than 10% of our common
equity, this offering is being conducted in compliance with NASD Conduct Rule
2720. As a result, the underwriters have informed us that they do not intend to
confirm sales to discretionary accounts without the prior written approval of
the customer. However, pursuant to Rule 2720, the appointment of a qualified
independent underwriter is not required in connection with this offering, as a
bona fide independent market (as defined in the NASD Conduct Rules) exists in
the shares of our common stock.
Two of our directors, David J. Butters and Robert B. Millard, are managing
directors of Lehman Brothers Inc. The board representation and ownership of
Lehman Brothers Holdings Inc. enables it to
S-24
exercise substantial influence over the election of directors and other
corporate matters requiring stockholder or board of directors approval.
The underwriters and their affiliates have performed and expect to continue
to perform financial advisory, investment banking, trustee or lending services
for us and our affiliates in the ordinary course of business for which they have
received and will receive customary compensation.
LEGAL MATTERS
Certain legal matters in connection with this offering will be passed upon
for us by Strasburger & Price, LLP, Houston, Texas, and for the underwriters by
Andrews & Kurth Mayor, Day, Caldwell & Keeton L.L.P., Houston, Texas.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 2001, as set forth in their report, which is incorporated by
reference herein. Our consolidated financial statements are incorporated by
reference in reliance on Ernst & Young LLP's report, given on their authority as
experts in accounting and auditing.
The consolidated financial statements as of December 31, 1999 and 1998, and
for each of the three years in the period ended December 31, 1999 incorporated
by reference in this prospectus supplement, the accompanying prospectus and
elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said report.
FORWARD-LOOKING STATEMENTS
Some of the information included in this prospectus supplement, the
attached prospectus and in the documents we have incorporated by reference
contains "forward-looking statements." These forward looking statements include,
without limitation, the estimated information contained in the table under the
heading "Recent Developments -- New Vessel Construction Program."
Forward-looking statements relate to our future plans, objectives, expectations
and intentions and are not based on historical facts. Forward-looking statements
may include, among other things, business strategy and expectations concerning
industry conditions, market position, future operations, margins, profitability,
liquidity and capital resources. You can generally identify these statements by
the use of words such as "anticipate," "believe," "estimate," "expect," "intend"
or similar expressions.
These forward-looking statements are based on assumptions that we believe
are reasonable, but they are open to a wide range of uncertainties and business
risks, many of which are outside our control, including, but not limited to,
those discussed under the heading "Risk Factors." As a result, our actual
results of operations may differ materially from those expressed or implied by
any forward-looking statements. We caution you not to place undue reliance on
these forward-looking statements. Forward-looking statements speak only as of
the date they are made. We will not update or revise any forward-looking
statements unless the securities laws require us to do so.
S-25
PROSPECTUS
$125,000,000
GULFMARK OFFSHORE, INC.
We may use this prospectus to offer the following securities for sale:
- Common stock;
- Preferred stock;
- Debt securities which will rank equally and ratably with our senior debt;
and
- Warrants to purchase our common stock.
We will provide the specific terms of the securities we are offering in
supplements to this prospectus. A supplement may also update or change
information contained in this prospectus. This prospectus may not be used to
sell securities unless accompanied by a prospectus supplement. You should read
this prospectus and any related prospectus supplements carefully before you
invest in our securities.
We may sell securities directly to one or more purchasers or to or through
underwriters, dealers or agents. We will identify any underwriters, dealers or
agents involved in the sale of securities in the accompanying prospectus.
Our common stock is traded on the Nasdaq National Market under the symbol
"GMRK".
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER THE CAPTION "RISK
FACTORS" BEGINNING ON PAGE 4 BEFORE INVESTING IN OUR SECURITIES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS ACCURATE OR COMPLETE. IT IS ILLEGAL FOR ANYONE TO TELL YOU
OTHERWISE.
The Prospectus is dated August 28, 2000.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
U.S. Securities and Exchange Commission using a shelf registration process.
Under this shelf registration process, we may sell any combination of the
securities described in this prospectus in one or more offerings up to a total
dollar amount of $125,000,000.
This prospectus provides you with a general description of the securities
we may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add to or update other information
contained in this prospectus. You should read both this prospectus and the
accompanying prospectus supplement, together with additional information
described below under the heading "Where You Can Find More Information." This
prospectus is preliminary and the information within may be changed when
finalized.
TABLE OF CONTENTS
PAGE
----
About This Prospectus....................................... 2
Where you Can Find More Information......................... 3
The Company................................................. 4
Forward-Looking Statements.................................. 4
Risk Factors................................................ 4
Use of Proceeds............................................. 9
Ratio of Earnings to Fixed Charges.......................... 9
Description of Common Stock................................. 9
Description of Preferred Stock.............................. 11
Description of Debt Securities.............................. 12
Description of Warrants..................................... 19
Plan of Distribution........................................ 21
Legal Matters............................................... 22
Experts..................................................... 22
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT. WE HAVE
NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THE PROSPECTUS.
2
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the public reference rooms at the SEC's offices at the
following locations:
Judiciary Plaza 7 World Trade Center Northwestern Atrium Center
Room 1024 New York, NY 10048 500 West Madison St.
450 Fifth Street, NW Suite 1400
Washington, DC 20549 Chicago, IL 60661
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms.
We have filed a registration statement and related exhibits on Form S-3
with the SEC under the Securities Act of 1933. The registration statement
contains additional information about us and our securities. You may read the
registration statement and exhibits without charge at the SEC's public reference
rooms, you may access same at the SEC's web site described above, or you may
obtain copies from the SEC at prescribed rates.
The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means that we can disclose important information to you by
referring to other documents on file with the SEC. Some information that we
currently have on file is incorporated by reference and is an important part of
this prospectus. Some information that we file later with the SEC will
automatically update and supersede this information.
We incorporate by reference the following documents that we have filed or
may file with the SEC pursuant to the Securities Exchange Act of 1934:
- Annual Report on Form 10-K for the fiscal year ended December 31,
1999(filed March 29, 2000); and
- Current Report on Form 8-K dated April 10, 2000 (filed April 14, 2000);
and
- Current Report on Form 8-K dated May 10, 2000 (filed May 10, 2000); and
- Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (filed
May 15, 2000); and
- Current Report on Form 8-K dated August 7, 2000 (filed August 7, 2000);
and
- Current Report on Form 8-K dated August 8, 2000 (filed August 8, 2000);
and
- Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 (filed
August 11, 2000); and
- All documents filed by us with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
prospectus and prior to the termination of this offering.
At your request, we will provide you with a free copy of any of these
filings (except for exhibits, unless the exhibits are specifically incorporated
by reference into the filing). You may request copies by writing or telephoning
us at:
5 Post Oak Park, Suite 1170
Houston, Texas 77027-3414
(713) 963-9522
Attention: Edward A. Guthrie
3
THE COMPANY
We are one of the largest operators of vessels providing marine support and
transportation services to the offshore oil and natural gas industry. The
services provided by our 50 vessel fleet include:
- the transportation of drilling materials, supplies and personnel to
offshore facilities and to drilling rigs;
- the towing of drilling rigs from one location to another;
- the support for the construction and removal of offshore pipelines and
facilities; and
- vessel management services for other offshore vessel shipowners.
We have operations in four of the five major oil and natural gas
exploration and development areas of the world:
- The North Sea, where we operate 16 owned vessels, 2 bareboat chartered
vessels and 16 managed vessels;
- Southeast Asia, where we operate 12 owned vessels;
- Brazil, where we operate 2 owned vessels and one bareboat chartered
vessel; and
- West Africa (Equatorial Guinea), where we operate one bareboat chartered
vessel.
We also operate vessels in other regions of the world to meet customer
requirements.
Our principal executive offices are located at 5 Post Oak Park, Suite 1170,
Houston, Texas 77027-3414, and our telephone number at that address is (713)
963-9522.
FORWARD-LOOKING STATEMENTS
Some of the information included in this prospectus and in the documents we
have incorporated by reference contains, and any prospectus supplement may
contain, "forward-looking statements." Forward-looking statements relate to our
future plans, objectives, expectations and intentions and are not based on
historical facts. Forward-looking statements may include, among other things,
business strategy and expectations concerning industry conditions, market
position, future operations, margins, profitability, liquidity and capital
resources. You can generally identify these statements by the use of words such
as "anticipate," "believe," "estimate," "expect," "intend" or similar
expressions.
These forward-looking statements are based on assumptions that we believe
are reasonable, but they are open to a wide range of uncertainties and business
risks, many of which are outside our control, including, but not limited to,
those discussed under the heading "Risk Factors" below. As a result, our actual
results of operations may differ materially from those expressed or implied by
any forward-looking statements. We caution you not to place undue reliance on
these forward-looking statements. Forward-looking statements speak only as of
the date they are made. We will not update or revise any forward-looking
statements unless the securities laws require us to do so.
RISK FACTORS
An investment in our securities involves significant risks. You should
carefully consider the risk factors described below before deciding whether to
invest in our securities. The risks and uncertainties described below are not
the only ones we face. You should also carefully read and consider all of the
information we have included, or incorporated by reference, in this prospectus,
before you decide to invest in our securities. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may
also impair our business.
4
OUR BUSINESS RELIES ON THE OIL AND NATURAL GAS INDUSTRY.
Demand for our services depends on activity in offshore oil and natural gas
exploration, development and production. The level of exploration, development
and production activity is affected by factors such as:
- prevailing oil and natural gas prices;
- expectations about future prices;
- the cost of exploring for, producing and delivering oil and natural gas;
- the sale and expiration dates of available offshore leases;
- demand for petroleum products;
- current availability of oil and natural gas resources;
- the rate of discovery of new oil and natural gas reserves in offshore
areas;
- local and international political and economic conditions;
- technological advances; and
- the ability of oil and natural gas companies to generate or otherwise
obtain funds for capital.
During recent years, the level of offshore exploration, development and
production activity has been volatile. A decline in the worldwide demand for oil
and natural gas or prolonged low oil or natural gas prices in the future would
likely result in reduced exploration and development of offshore areas and a
decline in the demand for offshore marine services. Any such decrease in
activity is likely to reduce our day rates and our utilization rates and,
therefore, could have a material adverse effect on our financial condition and
results of operations.
AN INCREASED SUPPLY OF OFFSHORE SUPPORT VESSELS COULD REDUCE DAY RATES,
UTILIZATION RATES AND OPERATING MARGINS.
Charter rates for marine support vessels depend in part on the supply of
vessels. Excess vessel capacity in the industry may occur in the event of any
significant increase in the supply of offshore support vessels, which may result
from:
- refurbishing vessels that have been taken out of service,
- converting vessels formerly dedicated to services other than offshore
marine services,
- constructing new vessels, or
- moving vessels from one offshore market area to another.
During the period 1996 to 1998, construction of vessels of the type
operated by us for use in the North Sea has significantly increased. The
addition of new capacity to the worldwide offshore marine fleet is likely to
increase competition in those markets where we presently operate, which in turn,
could reduce day rates, utilization rates and operating margins. If this
increased vessel capacity does not result in the retirement of older vessels,
and a prolonged period of low oil and natural gas prices occurs in the future,
our financial condition and results of operations may be adversely affected.
GOVERNMENT REGULATION COULD ADVERSELY AFFECT OUR BUSINESS.
We must comply with extensive government regulation in the form of
international conventions, federal and state laws and regulations in
jurisdictions where our vessels operate and/or are registered. These
conventions, laws and regulations govern matters of environmental protection,
worker health and safety, and the manning, construction and operation of
vessels. We believe that we are in material
5
compliance with all applicable environmental, health and safety laws and
regulations. We are not a party to any pending litigation or similar proceeding,
and we are not aware of any threatened litigation or proceeding which, if
adversely determined, would have a material adverse effect on our financial
condition or results of operations. However, the risks of incurring substantial
compliance costs, liabilities and penalties for non-compliance are inherent in
offshore marine operations. Compliance with environmental, health and safety
laws increases our costs of doing business. Additionally, environmental, health
and safety laws change frequently. Therefore, we are unable to predict the
future costs or other future impact of environmental, health and safety laws on
our operations. There is no assurance that we can avoid significant costs,
liabilities and penalties imposed as a result of governmental regulation in the
future.
OPERATING HAZARDS INCREASE OUR RISK OF LIABILITY; WE MAY NOT BE ABLE TO FULLY
INSURE AGAINST THESE RISKS.
Our operations are subject to various operating hazards and risks,
including:
- adverse weather conditions,
- mechanical failure,
- navigation errors,
- collision, and
- oil and hazardous substance spills.
These risks present a threat to the safety of personnel and to our vessels,
cargo, equipment under tow and other property, as well as the environment. We
could be required to suspend our operations or request that others suspend their
operations as a result of these hazards. Third parties may have significant
claims against us for damages due to personal injury, death, property damage,
pollution and loss of business.
We maintain insurance coverage against the casualty and liability risks
listed above. We believe our insurance is adequate, and we have never
experienced a loss in excess of policy limits. However, we may not be able to
renew or maintain our existing insurance coverage at commercially reasonable
rates or at all. Additionally, there is no assurance that our insurance coverage
will be adequate to cover future claims that may arise.
WE RELY ON FOREIGN OPERATIONS.
During the past five years, we derived substantially all of our revenues
from foreign sources. We therefore face risks inherent in conducting business
internationally, such as:
- legal and governmental regulatory requirements;
- difficulties and costs of staffing and managing international operations;
- language and cultural differences;
- potential vessel seizure or nationalization of assets;
- import-export quotas or other trade barriers;
- difficulties in collecting accounts receivable and longer collection
periods; political and economic instability;
- imposition of currency exchange controls; and
- potentially adverse tax consequences.
In the past, these conditions or events have not materially affected our
operations. However, we cannot predict whether any such conditions or events
might develop in the future. Also, we organized our subsidiary structure and our
operations in part based on certain assumptions about various foreign and
domestic tax laws, currency exchange requirements, and capital repatriation
laws. While we believe our
6
assumptions are correct, there can be no assurance that taxing or other
authorities will reach the same conclusion. If our assumptions are incorrect, or
if the relevant countries change or modify such laws or the current
interpretation of such laws, we may suffer adverse tax and financial
consequences, including the reduction of cash flow available to meet required
debt service and other obligations. Any of these factors could materially
adversely affect our international operations and, consequently, our business,
operating results and financial condition.
WE ARE EXPOSED TO FOREIGN CURRENCY FLUCTUATIONS.
We are exposed to currency fluctuations and exchange rate risks as a result
of our foreign operations. To minimize the financial impact of these risks, we
attempt to match the currency of operating costs with the currency of charter
revenue. We occasionally enter into forward foreign exchange contracts to hedge
specific foreign currency exposures, but we do not speculate in foreign
currencies. Because we conduct a large portion of our operations in foreign
currencies, any increase in the value of the U.S. dollar in relation to the
value of applicable foreign currencies could adversely affect our operating
revenues when translated into U.S. dollars. To date, currency fluctuations have
not had a material impact on our financial condition or results of operations.
OUR FLEET OF OWNED VESSELS IS AGING, REQUIRING INCREASING CAPITAL EXPENDITURES.
As of July 31, 2000, the average age of our 30 owned offshore support
vessel fleet was approximately 14 years, categorized as follows:
- the North Sea capable fleet, consisting of 18 vessels with an average age
of 10 years; and
- the standard fleet, consisting of 12 vessels with an average age of 20
years.
Expenditures required for the repair, certification and maintenance of a
vessel typically increase with vessel age. These expenditures may increase to a
level at which they are not economically justifiable. We cannot assure you that
we will have sufficient resources to maintain our fleet either by extending the
economic life of existing vessels through major refurbishment or by acquiring
new or used vessels.
COMPETITION COULD ADVERSELY AFFECT OUR BUSINESS.
We operate in a competitive industry. The principal competitive factors in
the marine support services industry include:
- price, service and reputation of vessel operators and crews;
- national flag preferences;
- operating conditions;
- suitability of vessel types;
- vessel availability;
- technical capabilities of equipment and personnel;
- safety and efficiency;
- complexity of maintaining logistical support; and
- cost of moving equipment from one market to another.
Many of our competitors have substantially greater resources than we have.
Competitive bidding and downward pressures on profits and pricing margins could
adversely affect our business, financial condition and results of operations.
7
WE HAVE A SIGNIFICANT AMOUNT OF DEBT.
We have significant indebtedness and will require substantial cash flow to
meet our debt service requirements. At June 30, 2000, our total indebtedness was
approximately $130.2 million. After this offering, we may have increased
indebtedness. A high level of indebtedness will affect our future operations in
several ways, including the following:
- A substantial amount of our cash flow from operations is dedicated to the
payment of interest on our indebtedness and is not available for other
purposes.
- We may be more vulnerable to general adverse economic and industry
conditions than some of our competitors who have less debt, and
therefore, we may be at a competitive disadvantage.
- Covenants in our debt obligations require us to meet certain financial
tests and limit our ability to borrow additional funds, make certain
capital expenditures, or sell assets.
- We may experience difficulties in obtaining additional financing in the
future for working capital, capital expenditures, acquisitions or general
corporate purposes.
Our ability to meet our debt obligations will depend on our future
performance. To the extent that we are unable to repay our indebtedness as it
becomes due or at maturity with cash on hand or from other sources, we will need
to refinance our debt, sell assets or repay the debt with the proceeds of an
equity offering. There is no assurance that additional indebtedness or equity
financing will be available to us in the future for the refinancing or repayment
of existing indebtedness, nor can we give any assurance as to the timing of any
asset sales or the proceeds that could be realized by us from any such asset
sale.
WE HAVE A CONTINGENT LIABILITY FOR THE OPERATIONS OF OUR PREDECESSOR.
GulfMark was formed as a spin-off from our predecessor and began separate
trading on May 1, 1997. The assets remaining with the predecessor included a
domestic erosion control business known as "Ercon" and an investment in the
common stock of EVI, Inc. (now known as Weatherford, Inc.). In effecting the
spin-off, we agreed to indemnify our predecessor, Weatherford and certain of
their affiliates against:
- liabilities for all past and future claims and litigation against
Weatherford or our predecessor stemming from the predecessor's or our
offshore marine services operations;
- liabilities for claims and litigation against Weatherford, our
predecessor, or its current or past subsidiaries and affiliates,
including Ercon, arising out of acts or omissions prior to May 1, 1997;
and
- any tax liabilities in the event the spin-off and related transactions
are determined to be taxable.
We have established a reserve on our financial statements which we believe
is adequate to cover the contingent liabilities that may arise under the
indemnity. However, there is no assurance that the reserve is adequate. Any
future successor of GulfMark would be required to assume these indemnity
obligations, which may have the effect of delaying, deferring or preventing a
change of control of GulfMark.
CONTROL BY OUR AFFILIATES MAY LIMIT THE ABILITY OF STOCKHOLDERS TO INFLUENCE THE
OUTCOME OF DIRECTOR ELECTIONS AND OTHER MATTERS REQUIRING STOCKHOLDER APPROVAL.
As of August 18, 2000, Lehman Brothers Holdings, Inc. beneficially owned
approximately 24.88%, and Estabrook Capital Management Inc. beneficially owned
approximately 17.62%, of the issued and outstanding shares of our common stock.
The Chairman of the Board of Directors and one additional director of GulfMark
are employees of Lehman Brothers, Inc., which is an affiliate of Lehman Brothers
Holdings, Inc. The ownership and board representation of Lehman Brothers
Holdings, Inc. enables it to exercise substantial influence over the election of
directors and other corporate matters requiring stockholder or board of
directors approval. This concentration of ownership may also have the effect of
delaying or preventing a change of control.
8
WE DEPEND ON KEY PERSONNEL.
We depend to a significant extent upon the efforts and abilities of our
executive officers and other key management personnel. There is no assurance
that these individuals will continue in such capacity for any particular period
of time. The loss of the services of one or more of our executive officers or
key management personnel could adversely affect our operations.
USE OF PROCEEDS
Unless we state otherwise in a prospectus supplement, we will use the net
proceeds from the sale of the securities for general corporate purposes, which
may include the repayment of debt, acquisitions, capital expenditures and
working capital. We may temporarily invest funds we receive from the sale of the
securities that we do not immediately need for these purposes.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for the years indicated below was as
follows:
YEARS ENDED DECEMBER 31, 6 MONTHS ENDED
------------------------------------------------ --------------
1995 1996 1997 1998 1999 JUNE 30, 2000
---- ---- ---- ---- ---- --------------
1.1 2.3 3.1 3.5 1.1 (a)
---------------
(a) Earnings were insufficient to cover fixed charges and fixed charges exceeded
earnings by approximately $0.7 million.
Our ratios of earnings to fixed charges are calculated as follows:
- "earnings," which consist of consolidated income or loss from continuing
operations plus income taxes, minority interest and fixed charges, except
capitalized interest; and
- "fixed charges," which consist of consolidated interest on indebtedness,
including capitalized interest, amortization of debt discount and
issuance cost, and the estimated portion of rental expense deemed to be
equivalent to interest.
DESCRIPTION OF COMMON STOCK
GENERAL
Our certificate of incorporation authorizes us to issue up to 15,000,000
shares of common stock, par value $0.01 per share, and up to 2,000,000 shares of
preferred stock, without par value. As of August 28, 2000, an aggregate of
8,161,399 shares of common stock and no shares of preferred stock were
outstanding. Our common stock is listed on the Nasdaq National Market under the
symbol "GMRK."
VOTING RIGHTS
Holders of common stock are entitled to one vote for each share on all
matters submitted to a vote of our stockholders. Holders of common stock do not
have any cumulative voting rights.
REMOVAL OF DIRECTORS; FILLING VACANCIES ON BOARD OF DIRECTORS; SIZE OF THE BOARD
Our directors may be removed, with or without cause, by vote of the holders
of a majority of the shares then entitled to vote at an election of directors.
Vacancies in a directorship or newly created directorships resulting from an
increase in the number of directors may be filled by the vote of a majority of
the remaining directors then in office, even though less than a quorum. Any
director elected to fill a vacancy on the board serves for the remainder of the
full term of the class of directors in which the new
9
directorship was created or in which the vacancy occurred. The number of
directors is fixed from time to time by the board, but shall not be less than 3
nor more than 15 persons.
SPECIAL MEETINGS OF THE STOCKHOLDERS
Our bylaws provide that special meetings of stockholders may be called only
by our chairman or by a vote of the majority of our board of directors. Our
stockholders do not have the power to call a special meeting.
DIVIDENDS
Subject to any preferences that may be applicable to any then-outstanding
shares of preferred stock, holders of common stock are entitled to receive
dividends at such times and amounts as may be declared by our board of
directors. We do not intend to pay cash dividends on our common stock in the
foreseeable future. Certain of our financing arrangements restrict the payment
of cash dividends.
LIQUIDATION OR DISSOLUTION
In the event we liquidate, dissolve, or wind up our affairs, prior to any
distributions to the holders of our common stock, our creditors and the holders
of our preferred stock, if any, will receive any payments to which they are
entitled. Subsequent to those payments, the holders of our common stock will
share ratably, according to the number of shares held, in our remaining assets,
if any.
OTHER PROVISIONS
Shares of our of common stock are not redeemable and have no subscription,
conversion or preemptive rights.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for our common stock is American Stock
Transfer Trust Company.
PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS
We are a Delaware corporation. Certain Delaware laws are designed in part
to make it more difficult and time consuming for a person to obtain control of
our company. These provisions reduce the vulnerability of our company to an
unsolicited takeover proposal. On the other hand, these provisions may have an
adverse effect on the ability of stockholders to influence the governance of our
company.
We have summarized certain provisions of our certificate of incorporation
and bylaws below, but you should read our certificate of incorporation and
bylaws for a more complete description of the rights of holders of our common
stock.
LIMITATION OF DIRECTORS LIABILITY
Our certificate of incorporation contains provisions eliminating the
personal liability of our directors to us and our stockholders for monetary
damages for breaches of their fiduciary duties as directors to the fullest
extent permitted by Delaware law. Under Delaware law and our certificate of
incorporation, our directors will not be liable for a breach of his or her duty
except for liability for:
- a breach of his or her duty of loyalty to us or our stockholders;
- acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
- dividends or stock repurchases or redemptions that are unlawful under
Delaware law; and
- any transaction from which he or she receives an improper personal
benefit.
10
These provisions pertain only to breaches of duty by directors as directors
and not in any other corporate capacity, such as officers. In addition, these
provisions limit liability only for breaches of fiduciary duties under Delaware
corporate law and not for violations of other laws such as the federal
securities laws.
As a result of these provisions in our certificate of incorporation, our
stockholders may be unable to recover monetary damages against directors for
actions taken by them that constitute negligence or gross negligence or that are
in violation of their fiduciary duties. However, our stockholders may obtain
injunctive or other equitable relief for these actions. These provisions also
reduce the likelihood of derivative litigation against directors that might
benefit us.
DELAWARE SECTION 203
As a Delaware corporation we are subject to Section 203 of the Delaware
General Corporation Law. Section 203 imposes a three-year moratorium on the
ability of Delaware corporations to engage in a wide range of specified
transactions with any "interested stockholder." An interested stockholder
includes, among other things, any person other than the corporation and its
majority-owned subsidiaries who owns 15% or more of any class or series of stock
entitled to vote generally in the election of directors. However, the moratorium
will not apply if, among other things, the transaction is approved by:
- the corporation's board of directors prior to the date the interested
stockholder became an interested stockholder; or
- the holders of two-thirds of the outstanding shares of each class or
series of stock entitled to vote generally in the election of directors,
not including those shares owned by the interested stockholder.
We have approved the acquisition by Lehman Brothers Holdings, Inc. of its
shares of our common stock. Therefore, Lehman is not subject to the restrictions
under Section 203.
DESCRIPTION OF PREFERRED STOCK
Our certificate of incorporation authorizes us to issue, without
stockholder approval, up to 2,000,000 shares of preferred stock, without par
value. As of the date of this prospectus, we have not issued any preferred
stock. Our board of directors may from time to time authorize us to issue one or
more series of preferred stock and may fix the designations, terms, and relative
rights and preferences, including the dividend rate, voting rights, conversion
rights, redemption and sinking fund provisions and liquidation values of each of
these series.
Thus, our board of directors could authorize us to issue preferred stock
with voting, conversion and other rights that could adversely affect the voting
power and other rights of holders of our common stock or other series of
preferred stock. Also, the issuance of preferred stock could have the effect of
delaying, deferring or preventing a change in control of our company.
The particular terms of any series of preferred stock that we offer with
this prospectus will be described in the prospectus supplement relating to that
series of preferred stock. Those terms may include:
- the designation of the series, which may be by distinguishing number,
letter and title;
- the number of shares of the series;
- the price at which the preferred stock will be issued;
- the dividend rate, if any, or the method of calculation, including
whether dividends shall be cumulative or non-cumulative;
- the dates at which dividends, if any, shall be payable;
- the redemption rights and price or prices, if any;
11
- the terms and amount of any sinking fund;
- the liquidation preference per share;
- whether the shares of the series shall be convertible, and if so,
- the specification of the securities into which such preferred stock is
convertible;
- the conversion price or prices or rate or rates, and any adjustments
thereof,
- the dates as of which such shares shall be convertible, and
- all other terms and conditions upon which such conversion may be made;
- restrictions on the issuance of shares of the same series or of any other
class or series;
- the voting rights, if any.
DESCRIPTION OF DEBT SECURITIES
GENERAL
We may issue debt securities from time to time in one or more series. The
following description, together with any applicable prospectus supplement,
summarizes the material terms and provisions of the debt securities that we may
offer under this prospectus and any related indentures. Unless otherwise
indicated in the applicable prospectus supplement, we will issue the debt
securities under an indenture dated June 8, 1998, between us and State Street
Bank and Trust Company, as trustee. The indenture is an exhibit to the
registration statement of which this prospectus is a part.
We have summarized below some of the provisions that will apply to the debt
securities unless the applicable prospectus supplement provides otherwise. The
summary may not contain all information that is important to you. The indenture
and any supplemental indenture have been or will be included or incorporated by
reference as exhibits to the registration statement of which this prospectus is
a part. You should read the indenture and any supplemental indenture. You should
also read the prospectus supplement, which will contain additional information
and which may update or change some of the information below.
We will describe the specific terms of the series of debt securities being
offered in the related prospectus supplement. These terms will include some or
all of the following:
- the designation or title of the debt securities;
- any limit on the aggregate principal amount of the debt securities;
- the percentage of the principal amount at which debt securities will be
issued;
- the terms relating to the subordination of the debt securities;
- whether any of the debt securities are to be issuable as a global
security and whether global securities are to be issued in temporary
global form or permanent global form;
- the person to whom any interest on the debt security will be payable if
other than the person in whose name the debt security is registered on
the record date;
- the date or dates on which the debt securities will mature;
- the rate or rates of interest, if any, that the debt securities will
bear, or the method of calculation of the interest rate or rates;
- the date or dates from which any interest on the debt securities will
accrue, the dates on which any interest will be payable and the record
date for any interest payable on any interest payment date;
- the place or places where payments on the debt securities will be
payable;
12
- whether we will have the right or obligation to redeem or repurchase any
of the debt securities, and the terms applicable to any optional or
mandatory redemption or repurchase;
- the denominations in which the debt securities will be issuable;
- any index or formula used to determine the amount of payments on the debt
securities;
- the portion of the principal amount of the debt securities that will be
payable if there is an acceleration of the maturity of the debt
securities, if that amount is other than the principal amount;
- the terms of any guarantee of the payment of amounts due on the debt
securities;
- any restrictive covenants for the benefit of the holders of the debt
securities;
- the events of default with respect to the debt securities; and
- any other terms of the debt securities.
PRIORITY OF THE DEBT SECURITIES
The debt securities will be our general unsecured obligations and will rank
pari passu (i.e., equally and ratably) with all of our other senior unsecured
and unsubordinated indebtedness. The debt securities will be effectively
subordinated to all of our secured indebtedness to the extent of the value of
the assets securing that indebtedness. In the event of insolvency, our creditors
who are holders of secured indebtedness, as well as some of our general
creditors, may recover more, ratably, than the holders of the debt securities.
With respect to any offering of debt securities, we will describe in the
accompanying prospectus supplement or the information incorporated by reference
the approximate amount of our outstanding indebtedness as of the end of our most
recent fiscal quarter.
GUARANTEES
One or more of our subsidiaries, as guarantors, may guarantee our
obligations under the debt securities. Any such guarantee will fully and
unconditionally guarantee our obligations under the debt securities on a joint
and several basis subject to the limitation described in the next paragraph. If
we default in payment of the principal of, or premium, if any, or interest on,
the debt securities, the guarantors, jointly and severally, will be
unconditionally obligated to duly and punctually make such payments. The
prospectus supplement for a particular issue of debt securities will describe
any subsidiary guarantors and any material terms of the guarantees for such
securities.
Each guarantor's obligations will be limited to the lesser of the following
amounts:
- the aggregate amount of our obligations under the debt securities and the
indenture; and
- the amount, if any, which would not have rendered such guarantor
"insolvent" under Federal or New York law, or have left it with
unreasonably small capital, at the time it entered into the guarantee.
Each guarantor that makes a payment or distribution under its guarantee
shall be entitled to contribution from each other guarantor in a pro rata amount
based on the net assets of each guarantor.
FORM AND DENOMINATIONS
The debt securities will be issued in fully registered form and in
denominations of $1,000 and integral multiples thereof, unless otherwise
specified in a prospectus supplement.
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TRANSFER AND EXCHANGE
You may have your debt securities broken into more debt securities of
smaller denominations or combined into fewer debt securities of larger
denominations, as long as the total principal amount is not changed. This is
called an "exchange."
You may exchange or transfer debt securities at any office we maintain for
this purpose in accordance with the terms of the indenture. The trustee acts as
our agent for registering debt securities in the names of holders and
transferring debt securities. We may change this appointment to another entity
or perform these tasks ourselves. The entity performing the role of maintaining
the list of registered holders is called the "security registrar."
You will not be required to pay a service charge to transfer or exchange
debt securities, but you may be required to pay for any tax or other
governmental charge associated with the exchange or transfer. The transfer or
exchange will only be made if the security registrar is satisfied with your
proof of ownership.
If we designate additional transfer agents, they will be named in the
prospectus supplement. We may cancel the designation of any particular transfer
agent. We may also approve a change in the office through which any transfer
agent acts.
If we redeem less than all of the debt securities, we may block the
transfer or exchange of debt securities during the period beginning 15 days
before the day we mail the notice of redemption and ending on the day of that
mailing, in order to freeze the list of holders to prepare the mailing. We may
also refuse to register transfers or exchanges of debt securities selected for
redemption, except that we will continue to permit transfers and exchanges of
the unredeemed portion of any security being partially redeemed. Additionally,
we may refuse to register transfers or exchanges between a record date and the
next succeeding interest payment date.
REDEMPTION
Unless otherwise provided in the applicable prospectus supplement, we may
redeem the debt securities at our option on the terms set forth in the
indenture. Upon the occurrence of either a change of control (as defined in the
indenture) or certain asset sales for which we have sale proceeds exceeding $10
million which are not timely applied toward repayment of debt or investment in
other assets useful to our business, as described in the indenture, we are
required to offer to purchase outstanding debt securities, in whole or in part.
PAYMENT AND PAYING AGENTS
Unless otherwise provided in a prospectus supplement, we will pay interest
to you on June 1st and December 1st if you are a direct holder listed in the
trustee's records at the close of business on May 15th and November 15th,
respectively, even if you no longer own the security on the interest due date.
Holders buying and selling debt securities must work out between them how to
compensate for the fact that we will pay all the interest for an interest period
to the one who is the registered holder on the record date. The most common
manner is to adjust the sale price of the debt securities to allocate interest
fairly between buyer and seller. This allocated interest amount is called
"accrued interest."
We will pay interest, principal and any other money due on the debt
securities at the corporate trust office of the trustee. We may also choose to
pay interest by mailing checks.
INTEREST RATES AND DISCOUNTS
The debt securities will earn interest at a fixed or floating rate or rates
for the period or periods of time specified in the applicable prospectus
supplement. Unless otherwise specified in the applicable prospectus supplement,
the debt securities will bear interest on the basis of a 360-day year consisting
of twelve 30-day months.
14
We may sell debt securities at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate that at the time of
issuance is below market rates. Federal income tax consequences and special
considerations that apply to any series will be described in the applicable
prospectus supplement.
GLOBAL SECURITIES
We may issue the debt securities in whole or in part in the form of one or
more global securities. A global security is a security, typically held by a
depositary such as the Depository Trust Company, that represents the beneficial
interests of a number of purchasers of such security. We may issue the global
securities in either temporary or permanent form. We will deposit global
securities with the depositary identified in the prospectus supplement. A global
security may be transferred as a whole only as follows:
- by the depositary to a nominee of the depositary;
- by a nominee of the depositary to the depositary or another nominee of
the depositary; or
- by the depositary or any nominee to a successor depositary or any nominee
of the successor.
We will describe the specific terms of the depositary arrangement with
respect to a series of debt securities in a prospectus supplement. We expect
that the following provisions will generally apply to depositary arrangements.
After we issue a global security, the depositary will credit on its
book-entry registration and transfer system the respective principal amounts of
the debt securities represented by such global security to the accounts of
persons that have accounts with such depositary ("participants"). The
underwriters or agents participating in the distribution of the debt securities
will designate the accounts to be credited. If we offer and sell the debt
securities directly or through agents, either we or our agents will designate
the accounts. Ownership of beneficial interests in a global security will be
limited to participants or persons that hold interests through participants.
Ownership of beneficial interests in the global security will be shown on, and
the transfer of that ownership will be effected only through, records maintained
by the depositary and its participants.
We and the trustee will treat the depositary or its nominee as the sole
owner or holder of the debt securities represented by a global security.
Principal, any premium and any interest payments on debt securities represented
by a global security registered in the name of a depositary or its nominee will
be made to such depositary or its nominee as the registered owner of such global
security.
Unless otherwise indicated in the applicable prospectus supplement, owners
of beneficial interests in a global security will be entitled to have the debt
securities represented by such global security registered in their names and
will be entitled to receive physical delivery of such debt securities in
definitive form upon the terms set forth in the indenture. The laws of some
states require that certain purchasers of securities take physical delivery of
the securities. Such laws may impair the ability to transfer beneficial
interests in a global security.
We expect that the depositary or its nominee, upon receipt of any payments,
will immediately credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of the global security as shown on the depositary's or its nominee's records. We
also expect that payments by participants to owners of beneficial interests in
the global security will be governed by standing instructions and customary
practices, as is the case with the securities held for the accounts of customers
registered in "street names" and will be the responsibility of such
participants.
If the depositary is at any time unwilling or unable to continue as
depositary and we do not appoint a successor depositary within ninety days, we
will issue individual debt securities in exchange for such global security. In
addition, we may at any time in our sole discretion determine not to have any of
the debt securities of a series represented by global securities and, in such
event, will issue debt securities of such series in exchange for such global
security.
15
Neither we, the trustee nor any paying agent will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in such global security or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests. No such person will be liable for any delay by the
depositary or any of its participants in identifying the owners of beneficial
interests in a global security, and we, the trustee and any paying agent may
conclusively rely on instructions from the depositary or its nominee for all
purposes.
COVENANTS
With respect to each series of debt securities, we will be required to:
- pay the principal of, and interest and any premium on, the debt
securities when due;
- maintain a place of payment;
- deliver certain periodic reports to the holders of the debt securities at
the times set forth in the indenture;
- provide to the trustee within 90 days after the end of each fiscal year a
certificate regarding our compliance with the obligations and covenants
in the indenture; and
- pay any material taxes.
The indenture for the debt securities contains covenants limiting our ability,
or the ability of our subsidiaries, to:
- incur additional debt (including guarantees);
- make certain payments;
- engage in other business activities;
- issue other securities;
- dispose of assets;
- enter into certain transactions with our subsidiaries and other
affiliates;
- incur liens; and
- enter into certain mergers and consolidations involving us and our
subsidiaries.
Any additional covenants will be described in the applicable prospectus
supplement.
Unless we state otherwise in the applicable prospectus supplement, we will
agree not to consolidate with or merge into any individual, corporation,
partnership or other entity (each, a "person") or sell, lease, convey, transfer
or otherwise dispose of all or substantially all of our assets to any person, or
permit any person to consolidate or merge into us or sell, lease, convey,
transfer or otherwise dispose of all or substantially all of its assets to us
unless:
- the person formed by or surviving the consolidation or merger (if not
us), or to which the sale, lease, conveyance, transfer or other
disposition is to be made is a corporation, limited liability company or
partnership organized and existing under the laws of the United States or
any state or the District of Columbia, and the person assumes by
supplemental indenture in a form satisfactory to the trustee all of our
obligations under any indenture;
- immediately before and after giving effect to the transaction and
treating any debt that becomes an obligation of ours or of any of our
subsidiaries as having been incurred by us or our subsidiary at the time
of the transaction, no default or event of default shall have occurred
and be continuing; and
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- the entity formed by or surviving such transaction (if not us) will have
a certain net worth and will be able to incur additional indebtedness
under the indenture after giving effect to the transaction.
EVENTS OF DEFAULT
Unless we state otherwise in the applicable prospectus supplement, an
"event of default" with respect to the debt securities under any indenture
means:
- our default for 30 days in payment of any interest on the debt
securities;
- our default in payment of any principal or premium on the debt securities
of the series upon maturity or otherwise;
- our default in the observance of certain covenants as set forth in the
indenture;
- our default, for 30 days after delivery of written notice, in the
observance or performance of other covenants;
- our default in the payment of our other indebtedness;
- bankruptcy, insolvency or reorganization events relating to us or our
subsidiaries;
- the entry of a judgment in excess of the amount specified in the
indenture or any supplemental indenture against us or such significant
subsidiary which is not covered by insurance and not discharged, waived
or stayed; or
- any other event of default included in the indenture or any supplemental
indenture and described in the prospectus supplement.
The consequences of an event of default, and the remedies available under
the indenture or any supplemental indenture, will vary depending upon the type
of event of default that has occurred.
Unless we state otherwise in the applicable prospectus supplement, if an
event of default with respect to any debt securities has occurred and is
continuing, then either the trustee or the holders of at least 25% of the
principal amount specified in the indenture or any supplemental indenture of the
outstanding debt securities may declare the principal of all the affected debt
securities and interest accrued to be due and payable immediately.
Unless we state otherwise in the applicable prospectus supplement, if an
event of default with respect to any debt securities has occurred and is
continuing and is due to a bankruptcy, insolvency or reorganization event
relating to us, then the principal (or such portion of the principal as is
specified in the terms of the debt securities) of and interest accrued on all
debt securities then outstanding will become due and payable automatically,
without further action by the trustee or the holders.
Under conditions specified in the indenture and any supplemental indenture,
the holders of a majority of the principal amount of the debt securities may
annul or waive certain declarations and defaults described above. These holders
may not, however, waive a continuing default in payment of principal of (or
premium, if any) or interest on the debt securities.
The indenture provides that subject to the duty of the trustee during a
default to act with the required standard of care, the trustee has no obligation
to exercise any right or power granted to it under the indenture at the request
of holders of debt securities unless the holders have indemnified the trustee.
Subject to the provisions in the indenture and any supplemental indenture for
the indemnification of the trustee and other limitations specified therein, the
holders of a majority in principal amount of the outstanding debt securities may
direct the time, method and place of conducting any proceeding for any remedy
available to the trustee, or exercising any trust or power conferred on the
trustee with respect to the debt securities.
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If you hold debt securities, you will not be permitted under the terms of
the indenture or any supplemental indenture to institute any action against us
in connection with any default (except actions for payment of overdue principal,
premium, or interest or other amounts) unless:
- you have given the trustee written notice of the default and its
continuance;
- holders of not less than 25% in principal amount of the debt securities
issued under the indenture have made a written request upon the trustee
to institute the action and have offered the trustee reasonable
indemnity;
- the trustee has not instituted the action within 60 days of the request;
and
- during such 60-day period, the trustee has not received directions
inconsistent with the written request by the holders of a majority in
principal amount of the outstanding debt securities issued under the
indenture.
DEFEASANCE PROVISIONS APPLICABLE TO THE DEBT SECURITIES
Unless otherwise specified in a prospectus supplement, under the indenture
or any supplemental indenture, we, at our option,
- will be discharged from our obligations in respect of the debt securities
under the indenture (except for certain obligations relating to the
trustee and obligations to register the transfer or exchange of debt
securities, replace stolen, lost or mutilated debt securities, maintain
paying agencies and hold moneys for payment in trust) or
- need not comply with certain restrictive covenants of the indenture or
supplemental indenture,
in each case, if we irrevocably deposit, in trust with the trustee, money or
U.S. government obligations which through the payment of interest and principal
will provide money sufficient to pay all the principal of, and interest and
premium, if any, on, the debt securities on the dates on which such payments are
due. We must also specify whether the debt securities are being defeased to
maturity or to a particular redemption date.
To exercise the above option, no default or event of default shall have
occurred or be continuing on the date of such deposit, and such defeasance must
not result in a breach of or constitute a default under any material agreement
to which we are bound. We also must deliver a certificate stating that the
deposit was not made with the intent of preferring holders of the debt
securities over our other creditors. In addition, we must deliver to the trustee
an opinion of counsel that:
- the deposit and related defeasance would not cause the holders of the
debt securities to recognize income, gain or loss for federal income tax
purposes and, in the case of a discharge pursuant to the first bullet
point above, the opinion will be accompanied by a private letter ruling
to that effect from the IRS or a revenue ruling concerning a comparable
form of transaction to that effect published by the IRS,
- after the 91st day following the deposit, the funds will not be subject
to the effect of any applicable bankruptcy, insolvency or similar laws,
and
- all conditions precedent relating to the defeasance have been complied
with.
MODIFICATION AND WAIVER
We and the trustee may, without the consent of holders, modify provisions
of the indenture for certain purposes, including, among other things, curing
ambiguities and maintaining the qualification of the indenture under the Trust
Indenture Act. Under the indenture, our rights and obligations and the rights of
holders may be modified with the consent of the holders of a majority in
aggregate principal amount of the outstanding debt securities affected by the
modification. However, unless indicated otherwise in the
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applicable prospectus supplement, the provisions of the indenture may not be
modified without the consent of each holder of debt securities affected thereby
if the modification would:
- reduce the principal of or change the stated maturity of any such debt
securities;
- waive certain provisions regarding redemption in a manner adverse to the
rights of any holder of such debt securities;
- reduce the rate of or change the time for payment of interest on such
debt securities;
- waive a default in the payment of principal or interest on such debt
securities;
- change the currency in which any of such debt securities are payable;
- waive a redemption payment with respect to such debt securities (other
than as specified in the indenture); or
- change the provisions of the indenture regarding waiver and amendment.
THE TRUSTEE
We will include information regarding the trustee in the prospectus
supplement relating to any series of debt securities. If any event of default
shall occur (and be continuing) under the indenture or any supplemental
indenture, the trustee will be required to use the degree of care and skill of a
prudent man in the conduct of his own affairs. The trustee will be under no
obligation to exercise any of its powers at the request of any of the holders of
the debt securities, unless the holders shall have offered the trustee
reasonable indemnity against the costs, expenses and liabilities it might incur.
The indenture, any supplemental indenture, and the provisions of the Trust
Indenture Act incorporated by reference thereby, contain limitations on the
rights of the trustee, should it become a creditor of ours, to obtain payment of
claims or to realize on property received by it in respect of any claims as
security or otherwise.
DESCRIPTION OF WARRANTS
We summarize below some of the provisions that will apply to the warrants
unless the applicable prospectus supplement provides otherwise. The summary may
not contain all information that is important to you. The complete terms of the
warrants will be contained in the applicable warrant certificate and warrant
agreement. These documents have been or will be included or incorporated by
reference as exhibits to the registration statement of which this prospectus is
a part. You should read the warrant certificate and the warrant agreement. You
should also read the prospectus supplement, which will contain additional
information and which may update or change some of the information below.
GENERAL
We may issue warrants to purchase common stock independently or together
with other securities. The warrants may be attached to or separate from the
other securities. We may issue warrants in one or more series. Each series of
warrants will be issued under a separate warrant agreement to be entered into
between us and a warrant agent. The warrant agent will be our agent and will not
assume any obligations to any holder or beneficial owner of the warrants.
The prospectus supplement and the warrant agreement relating to any series
of warrants will include specific terms of the warrants. These terms include the
following:
- the title and aggregate number of warrants;
- the price or prices at which the warrants will be issued;
- the amount of common stock for which the warrant can be exercised and the
price or the manner of determining the price or other consideration to
purchase the common stock;
- the date on which the right to exercise the warrant begins and the date
on which the right expires;
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- if applicable, the minimum or maximum amount of warrants that may be
exercised at any one time;
- if applicable, the designation and terms of the securities with which the
warrants are issued and the number of warrants issued with each other
security;
- any provision dealing with the date on which the warrants and related
securities will be separately transferable;
- any mandatory or optional redemption provision;
- the identity of the warrant agent; and
- any other terms of the warrants.
The warrants will be represented by certificates. The warrants may be
exchanged under the terms outlined in the warrant agreement. We will not charge
any service charges for any transfer or exchange of warrant certificates, but we
may require payment for tax or other governmental charges in connection with the
exchange or transfer. Unless the prospectus supplement states otherwise, until a
warrant is exercised, a holder will not be entitled to any payments on or have
any rights with respect to the common stock issuable upon exercise of the
warrant.
EXERCISE OF WARRANTS
To exercise the warrants, the holder must provide the warrant agent with
the following:
- payment of the exercise price;
- any required information described on the warrant certificates;
- the number of warrants to be exercised;
- an executed and completed warrant certificate; and
- any other items required by the warrant agreement.
If a warrant holder exercises only part of the warrants represented by a
single certificate, the warrant agent will issue a new warrant certificate for
any warrants not exercised. Unless the prospectus supplement states otherwise,
no fractional shares will be issued upon exercise of warrants, but we will pay
the cash value of any fractional shares otherwise issuable.
The exercise price and the number of shares of common stock for which each
warrant can be exercised will be adjusted upon the occurrence of events
described in the warrant agreement, including the issuance of a common stock
dividend or a combination, subdivision or reclassification of common stock.
Unless the prospectus supplement states otherwise, no adjustment will be
required until cumulative adjustments require an adjustment of at least 1%. From
time to time, we may reduce the exercise price as may be provided in the warrant
agreement.
Unless the prospectus supplement states otherwise, if we enter into any
consolidation, merger, or sale or conveyance of our property as an entirety, the
holder of each outstanding warrant will have the right to acquire the kind and
amount of shares of stock, other securities, property or cash receivable by a
holder of the number of shares of common stock into which the warrants were
exercisable immediately prior to the occurrence of the event.
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MODIFICATION OF THE WARRANT AGREEMENT
The common stock warrant agreement will permit us and the warrant agent,
without the consent of the warrant holders, to supplement or amend the agreement
in the following circumstances:
- to cure any ambiguity;
- to correct or supplement any provision which may be defective or
inconsistent with any other provisions; or
- to add new provisions regarding matters or questions that we and the
warrant agent may deem necessary or desirable and which do not adversely
affect the interests of the warrant holders.
PLAN OF DISTRIBUTION
We may sell securities directly to one or more purchasers or to or through
underwriters, dealers or agents. The related prospectus supplement will set
forth the terms of each offering, including the name or names of any
underwriters, the purchase price and proceeds to us from such sale, any
underwriting discounts and other items constituting underwriters' compensation,
the public offering price and any discounts or concessions allowed, reallowed or
paid to dealers, and any securities exchanges on which the securities may be
listed.
We may distribute our securities from time to time in one or more
transactions at a fixed price or prices (which may be changed), at market prices
prevailing at the time of sale, at prices related to prevailing market prices or
at negotiated prices. Our prospectus supplement will describe the method of
distribution.
If underwriters are used in the sale, the underwriters may acquire the
securities for their own account and may resell them from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. Securities may be
offered to the public through underwriting syndicates represented by one or more
managing underwriters or directly by one or more underwriters without a
syndicate. If an underwriting syndicate is used, the managing underwriter or
underwriters will be named in the prospectus supplement. Unless otherwise set
forth in the prospectus supplement, the obligations of the underwriters to
purchase securities will be subject to certain conditions precedent, and the
underwriters will be obligated to purchase all securities offered if any are
purchased. Any public offering price and any discounts or concessions allowed,
reallowed or paid to dealers may be changed from time to time.
If a dealer is used in an offering of securities, we may sell the
securities to the dealer, as principal. The dealer may then resell the
securities to the public at varying prices to be determined by the dealer at the
time of sale. The terms of the transaction will be set forth in a prospectus
supplement.
Commissions payable by us to any agent involved in the offer or sale of
securities (or the method by which such commissions may be determined) will be
set forth in a prospectus supplement. Unless otherwise indicated in the
prospectus supplement, the agent will be acting on a best efforts basis.
If so indicated in the prospectus supplement, we may authorize
underwriters, dealers or agents to solicit offers by certain specified
institutions to purchase securities from us pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
These contracts will be subject to the conditions set forth in the prospectus
supplement, and the prospectus supplement will set forth the commission payable
by us for solicitation of the contracts.
Dealers and agents named in a prospectus supplement may be deemed to be
underwriters of the securities within the meaning of the Securities Act of 1933.
Underwriters, dealers and agents may be entitled under agreements entered into
with us to indemnification by us against certain civil liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments that the underwriters, dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions with or perform
services for us in the ordinary course of business.
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As of the date of this prospectus, only our common stock is traded on the
Nasdaq National Market. Except for our common stock, each security sold using
this prospectus will have no established trading market. Any underwriters to
whom securities are sold may make a market in the securities, but will not be
obligated to do so and may discontinue their market making activities at any
time. There can be no assurance that a secondary market will be created for any
of the securities that may be sold using this prospectus or that any market
created will continue.
LEGAL MATTERS
Griggs & Harrison, P.C., Houston, Texas, will pass upon certain legal
matters relating to the validity of the common stock, preferred stock, debt
securities and warrants.
EXPERTS
The consolidated financial statements as of December 31, 1999 and 1998, and
for each of the three years in the period ended December 31, 1999 incorporated
by reference in this prospectus and elsewhere in the registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said report.
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[PHOTOS/MAP]
1,500,000 SHARES
[GULFMARK OFFSHORE, INC. LOGO]
GULFMARK OFFSHORE, INC.
COMMON STOCK
----------------------------
PROSPECTUS SUPPLEMENT
MARCH 12, 2002
----------------------------
LEHMAN BROTHERS
A.G. EDWARDS & SONS, INC.
CIBC WORLD MARKETS
STIFEL, NICOLAUS & COMPANY
INCORPORATED
LOGO