-----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, I4iaj9QCvpSLNlD98p7Lj/Gy4hiAzL9XrekfMT3cTKJZfZBuRRWyzH07arG3073o GWJK7zTTBFwTMpxE5nMRng== 0000806085-02-000083.txt : 20020415 0000806085-02-000083.hdr.sgml : 20020415 ACCESSION NUMBER: 0000806085-02-000083 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020318 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: 02577190 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 f02-03_1813da2gulfmark.txt 13D/A 2 GULFMARK OFFSHORE, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No.2 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) March 12, 2002 (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 20.93% 14) Type of Reporting Person HC/CO 4 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 of4400 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"), 745 Seventh Avenue, New York, New York 10019. 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. Neither the Reporting Person, nor, to the best knowledge of the Reporting Person, 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 No change. Item 4. Purpose of Transaction No change. Item 5. Interest in Securities of the Issuer (a) See Item 4. On March 12, 2002, Gulfmark issued 1,500,000 additional shares of Common Stock in a public offering registered under the Securities Act of 1933, as amended (the "Securities Act"). According to Gulfmark's Prospectus dated March 12, 2002, filed with the Securities Exchange Commission on March 13, 2002, pursuant to Rule 424(b) under the Securities Act, the number of shares of Common Stock outstanding after the offering is 9,699,137. Accordingly, the percentage of the Common Stock beneficially owned by the Reporting Persons as of the date hereof is as indicated in Item 13 of the cover page. Since the filing of the Reporting Persons' Amendment No.1 to Schedule 13D on February 14, 2002 ("13D Amendment No.1") there has been no change to the number of the Issuer's shares of Common Stock beneficially owned by the Reporting Person. 5 (b) No change. (c) No change. (d) No change. (e) No change. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. No change. 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 (incorporated by reference to Exhibit A to the Reporting Persons' 13 D Amendment No.1 filed February 14, 2002.) 6 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: March 18, 2002 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title: Vice President 7 APPENDIX A LEHMAN BROTHERS HOLDINGS INC. BOARD OF DIRECTORS NAME / TITLE BUSINESS ADDRESS Michael L. Ainslie Lehman Brothers Holdings Inc. Private Investor and former 745 Seventh Avenue President and Chief Executive New York, New York 10019 Officer of Sotheby's Holdings John F. Akers Lehman Brothers Holdings Inc. Retired Chairman of 745 Seventh Avenue International Business Machines New York, New York 10019 Corporation Roger S. Berlind Lehman Brothers Holdings Inc. Theatrical Producer 745 Seventh Avenue New York, New York 10019 Thomas H. Cruikshank Lehman Brothers Holdings Inc. Retired Chairman and Chief 745 Seventh Avenue Executive Officer of Halliburton New York, New York 10019 Company Richard S. Fuld, Jr. Lehman Brothers Holdings Inc. Chairman and Chief Executive 745 Seventh Avenue Officer of New York, New York 10019 Lehman Brothers Holdings Inc. Henry Kaufman Lehman Brothers Holdings Inc. President of Henry Kaufman & 745 Seventh Avenue Company, Inc. New York, New York 10019 John D. Macomber Lehman Brothers Holdings Inc. Principal of JDM Investment Group 745 Seventh Avenue New York, New York 10019 8 Dina Merrill Lehman Brothers Holdings Inc. Director and Vice 745 Seventh Avenue Chairman of RKO Pictures, Inc. New York, New York 10019 and Actress All of the above individuals are citizens of the United States. 9 LEHMAN BROTHERS HOLDINGS INC. EXECUTIVE OFFICERS NAME / TITLE BUSINESS ADDRESS Richard S. Fuld, Jr. Lehman Brothers Holdings Inc. Chairman and Chief Executive Officer 745 Seventh Avenue of Lehman Brothers Holdings Inc. New York, New York 10019 David Goldfarb Lehman Brothers Holdings Inc. Chief Financial Officer 745 Seventh Avenue New York, New York 10019 Joseph M. Gregory Lehman Brothers Holdings Inc. Chief Administrative Officer 745 Seventh Avenue New York, New York 10019 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 745 Seventh Avenue Division New York, New York 10019 Jeffrey Vanderbeek Lehman Brothers Holdings Inc. Head of Capital Markets Division 745 Seventh Avenue New York, New York 10019 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-----