-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CoAqFu5uw0Hu/p+sE1eq2GoCRbx2aHZRsX61vcxCLb3YaUqScf4HU7aYaTH46g21 sizP+bwRbspTp172mc+aAA== 0000806085-02-000077.txt : 20020414 0000806085-02-000077.hdr.sgml : 20020414 ACCESSION NUMBER: 0000806085-02-000077 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GULFMARK OFFSHORE INC CENTRAL INDEX KEY: 0001030749 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 760526032 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50945 FILM NUMBER: 02549352 BUSINESS ADDRESS: STREET 1: 4400 POST OAK PARKWAY STREET 2: STE 1170 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7139639522 MAIL ADDRESS: STREET 1: 4400 POST OAK PARKWAY STREET 2: STE 1170 CITY: HOUSTON STATE: TX ZIP: 77027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 3 WORLD FINANCIAL CENTER CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 3 WORLD FINANCIAL CENTER CITY: NEW YORK STATE: NY ZIP: 10285 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13D/A 1 f02-02_1413dagulfmark.txt 13D/A GULFMARK 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No.1 Under the Securities Exchange Act of 1934 GULFMARK OFFSHORE, INC. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 402629109 (CUSIP Number) Jeffrey A Welikson Senior Vice President and Secretary Lehman Brothers Holdings Inc. 399 Park Avenue New York, NY 10022 (212) 526-0858 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) See Item 5(a) (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). NOT APPLICABLE 2 CUSIP No. 402629109 1) Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person Lehman Brothers Holdings Inc. 13-3216325 2) Check the Appropriate box if a Member of a Group (see instructions) (a) [ ] (b) [ ] 3) SEC Use Only 4) Source of Funds (see instructions) OO 5) Check Box if Disclosure of Legal Proceedings is Requires Pursuant to Items 2(d) or 2(E) [ ] 6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power 2,030,226 8) Shared Voting Power -0- 9) Sole Dispositive Power 2,030,226 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,030,226 3 12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row 9 24.76% 14) Type of Reporting Person HC/CO 4 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 14, 2002 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title: Vice President 5 Schedule 13D Item 1. Security and Issuer This statement relates to the Common Stock, par value $0.01 (the "Common Stock"), of GulfMark Offshore, Inc., a Delaware corporation ("GulfMark Offshore"). The address of the principal executive offices of Gulfmark Offshore is 4400 Post Oak Parkway, Suite 1170, Houston, Texas 77027-3414. Item 2. Identity and Background This statement is filed on behalf of Lehman Brothers Holdings Inc., Delaware corporation ("Holdings"), 399 Park Avenue, New York, New York 10022. Holdings is one of the leading global investment banks, serving institutional, corporate, government and high-net-worth clients and customers. The names, residence or business addresses, citizenships and present principal occupations or employment of the senior executive officers and directors of the Reporting Person are set forth in Appendix A hereto. The Reporting Person, nor to the best knowledge of the Reporting Person or any of the persons listed in Appendix A hereto has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been party to a civil proceeding of a judicial or administrative body of a competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source of Funds or Other Consideration See Item 4. Item 4. Purpose of Transaction Pursuant to an Agreement and Plan of Merger dated December 5, 1996 among Energy Ventures, Inc., a Delaware corporation ("EVI"), GulfMark Acquisition Co., a Delaware corporation ("Sub"), GulfMark International, Inc., a Delaware corporation ("GulfMark"), and GulfMark Offshore, Inc., upon the merger of Sub, a wholly owned subsidiary of EVI, with and into GulfMark, each outstanding share of GulfMark Common Stock was exchanged for .6693 shares of EVI Common Stock. 6 Prior to the Merger, Holdings owned 1,015,113 shares of Common Stock of GulfMark. As a result of the Merger on May 1, 1997, Holdings acquired 679,618 shares of the Common Stock of EVI. Prior to the Merger, as a means of permitting EVI to acquire GulfMark, without the marine transportation services business and all liabilities associated with such assets, EVI, GulfMark and GulfMark Offshore, a wholly-owned subsidiary of GulfMark, entered into a Agreement and Plan of Distribution dated as of December 5, 1996. Pursuant to the Agreement and Plan of Distribution, the assets and certain other GulfMark subsidiaries stock were contributed by GulfMark to GulfMark Offshore, in consideration for the issuance by GulfMark Offshore to GulfMark of additional shares of GulfMark Offshore Common Stock. As a result of this Spin-Off on April 30, 1997, GulfMark distributed to its stockholders all of the outstanding stock of GulfMark Offshore on the basis of 2 shares of GulfMark Offshore for each share of GulfMark Common Stock. As a result of the Distribution, Holdings acquired 2,030,226 shares of the GulfMark Offshore and control of the company. Holdings intends to continually evaluate EVI's business, prospects, financial condition, the market for the Shares, other opportunities available to Holdings, general economic conditions, money and stock market conditions and other factors and future developments which Holdings may deem relevant from time to time. Depending on same factors, Holdings may decide, subject to the below referenced agreement, to sell all or part of the shares it holds. Any such acquisition or disposition of Shares may be effected through open market or privately negotiated transactions, or otherwise. Except as set forth in this Item 4, Holdings does not have any specific plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. In connection with the Distribution and Merger, Holdings agreed that it will not for a period of one (1) year, sell, exchange, transfer by gift or otherwise dispose, of any GulfMark Common Stock, GulfMark Offshore Common Stock or EVI Common Stock received in the Merger. Item 5. Interest in Securities of the Issuer (a) See Item 4. According to the Issuer's quarterly report filed on Form 10Q for the quarter ended September 30, 2001, the number of shares of Common Stock outstanding was 8,199,137 as of November 7, 2001. Accordingly, the percentage of the Common Stock beneficially owned by the Reporting Persons as of that date was as indicated in Item 13 of the cover page. Since the filing of the Reporting Persons' Schedule 13D on May 13, 1997 (the "Original 13D") there has been no change to the number of the Issuer's shares of Common Stock beneficially owned by the Reporting Person. 7 (b) See Item 4. (c) None. (d) Neither the Reporting Person nor, to its knowledge, or any of the persons listed in Appendix A hereto knows of any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Person, other than customers of Lehman Brothers over whose shares Lehman Brothers may have investment discretion. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Two Managing Directors of LBI are members of the Board of Directors of GulfMark offshore: David J. Butters and Robert B. Millard. See Item 4. Item 7. Material to be Filed as Exhibits. Agreement and Plan of Merger, dated as of December 5, 1996, among EVI, GulfMark, Sub and GulfMark Offshore (Incorporated by reference to Exhibit 2.2 to Form 8K, File No. 0-7265, filed December 26, 1996) Agreement and Plan of Distribution, dated as of dated as of December 5, 1996, among EVI, GulfMark and GulfMark Offshore (Incorporated by reference to Exhibit 2.3 to Form 8K, File No. 0-7265, filed December 26, 1996) Letter Agreement, dated March 14, 1997 (Previously filed with the Original 13D). 8 APPENDIX A LEHMAN BROTHERS HOLDINGS INC. BOARD OF DIRECTORS NAME / TITLE BUSINESS ADDRESS Michael L. Ainslie Lehman Brothers Holdings Inc. Private Investor and former 399 Park Avenue President and Chief Executive New York, New York 10022 Officer of Sotheby's Holdings John F. Akers Lehman Brothers Holdings Inc. Retired Chairman of 399 Park Avenue International Business Machines New York, New York 10022 Corporation Roger S. Berlind Lehman Brothers Holdings Inc. Theatrical Producer 399 Park Avenue New York, New York 10022 Thomas H. Cruikshank Lehman Brothers Holdings Inc. Retired Chairman and Chief 399 Park Avenue Executive Officer of Halliburton New York, New York 10022 Company Richard S. Fuld, Jr. Lehman Brothers Holdings Inc. Chairman and Chief Executive 399 Park Avenue Officer of New York, NY 10285 Lehman Brothers Holdings Inc. Henry Kaufman Lehman Brothers Holdings Inc. President of Henry Kaufman & 399 Park Avenue Company, Inc. New York, NY 10285 John D. Macomber Lehman Brothers Holdings Inc. Principal of JDM Investment Group 399 Park Avenue New York, NY 10285 9 Dina Merrill Lehman Brothers Holdings Inc. Director and Vice 399 Park Avenue Chairman of RKO Pictures, Inc. New York, NY 10285 and actress All of the above individuals are citizens of the United States. 10 LEHMAN BROTHERS HOLDINGS INC. EXECUTIVE OFFICERS NAME / TITLE BUSINESS ADDRESS Richard S. Fuld, Jr. Lehman Brothers Holdings Inc. Chairman and Chief Executive Officer 399 Park Avenue of Lehman Brothers Holdings Inc. New York, NY 10285 David Goldfarb Lehman Brothers Holdings Inc. Chief Financial Officer 399 Park Avenue New York, New York 10022 Joseph M. Gregory Lehman Brothers Holdings Inc. Chief Administrative Officer 399 Park Avenue New York, New York 10022 Jeremy M. Isaacs Lehman Brothers Holdings Inc. Chief Executive Officer- One Broadgate London Europe and Asia EC2M7HA United Kingdom Bradley H. Jack Lehman Brothers Holdings Inc. Head of Investment Banking 399 Park Avenue Division New York, New York 10022 Jeffrey Vanderbeek Lehman Brothers Holdings Inc. Head of Capital Markets Division 399 Park Avenue New York, New York 10022 All of the above individuals are citizens of the United States, except Mr. Isaacs, who is a citizen of the United Kingdom. -----END PRIVACY-ENHANCED MESSAGE-----