-----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, DF5QEAhuay9lLugOJKpept7FnFPxM08D4e6QoOZ1G7mzEO1lZkum+hyKnziE62L7 zx70CP5LPJGHdFwE0yhCvw== 0000806085-05-000134.txt : 20050614 0000806085-05-000134.hdr.sgml : 20050613 20050614120846 ACCESSION NUMBER: 0000806085-05-000134 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050614 DATE AS OF CHANGE: 20050614 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: 05894091 BUSINESS ADDRESS: STREET 1: 10111 RICHMOND AVE STREET 2: STE 340 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 7139639522 MAIL ADDRESS: STREET 1: 10111 RICHMOND AVE STREET 2: STE 340 CITY: HOUSTON STATE: TX ZIP: 77042 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: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13D/A 1 f05-06_1413da5gmrk.txt 13D.A5 GULFMARK UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 5 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 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) June 8, 2005 (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 [ ]. CUSIP No. 402629109 1) Name of Reporting Person Lehman Brothers Holdings Inc. S.S. or I.R.S. Identification No. of Above Person 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 Required 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 2,833,090 8) Shared Voting Power -0- 9) Sole Dispositive Power 2,833,090 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,833,090 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row (11) 14.01% 14) Type of Reporting Person HC/CO 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 10111 Richmond Avenue, Suite 340, Houston, Texas 77042. Item 2. Identity and Background This statement is filed on behalf of Lehman Brothers Holdings Inc., a 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 Holdings are set forth in Appendix A hereto. Holdings is the managing partner of Shearson Oil Services Partners ("SOS Partners"), a partnership formed in 1989 to hold, among other things, shares of common stock of Gulfmark International, Inc. ("Gulfmark International"), from which GulfMark Offshore was spun off in 1997, and which holds the shares of Common Stock reported herein. Holdings contributed 100% of the capital of SOS Partners. David J. Butters and Robert B. Millard, the other partners of SOS Partners, are each entitled to receive 5.625% of the profits of SOS Partners after Holdings has received distributions equal to its capital investment plus a return on its capital equal to its cost of funds. Messrs. Butters and Millard, each of whom are U.S. citizens, are directors of GulfMark Offshore and are Managing Directors of Lehman Brothers Inc., a direct, wholly-owned subsidiary of Holdings. Neither the Reporting Person nor, to the best knowledge of the Reporting Person, either of Messrs. Butters or Millard 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 No change. Item 4. Purpose of Transaction No change. The Reporting Person intends to evaluate continually the business, prospects and financial condition of GulfMark Offshore, the market for shares of Common Stock, other opportunities available to the Reporting Person, general economic conditions, money and stock market conditions and other factors and future developments which the Reporting Person may deem relevant from time to time. Depending on these factors, the Reporting Person may decide to sell all or part of the Common Stock that it holds. Any disposition, or any further acquisition, may be effected through privately negotiated transactions, donations to charitable organizations or otherwise. Except as set forth in this Report, as amended, the Reporting Person 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. Item 5. Interest in Securities of the Issuer Since the filing of the Reporting Person's Amendment No.4 to Schedule 13D on March 19, 2004, there has been no other change to the amount of the Common Stock beneficially owned by the Reporting Person, except as set forth in paragraph (c) below. Percentages are based on 20,227,438 shares of Common Stock outstanding as of May 10, 2005, as reported in GulfMark Offshore's most recent Quarterly Report on Form 10-Q. (a) See cover page. As partners of SOS Partners, Messrs. Butters and Millard may each be deemed to beneficially own the shares of Common Stock held by SOS Partners; however, each of them disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. (b) See cover page. As partners of SOS Partners, Messrs. Butters and Millard may each be deemed to share with Holdings and each other the power to vote or direct the vote or to dispose or direct the disposition of the shares of Common Stock held by SOS Partners; however, each of them disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. (c) On June 8, 2005, SOS Partners made a distribution of 384,000 shares of the Common Stock to its partners as follows: Holdings 348,000 David J. Butters 21,600 Robert B. Millard 21,600 On June 8, 2005 Holdings donated 48,000 shares of Common Stock received in the distributions to The Lehman Brothers Foundation (the "Foundation"), a tax-exempt private foundation under Section 501(c)(3) of Internal Revenue Code. The Foundation has informed Holdings that it sold all of such shares pursuant to Rule 144 under the Securities Act of 1933, as amended, on the dates and at the prices per share indicated below: Date Amount Price per Share ---- ------ ---------------- June 8, 2005 7,200 $25.99 June 9, 2005 33,600 $26.01 Holdings sold 300,000 shares of Common Stock on the dates and at the prices per share indicated below: Date Amount Price per Share ---- ------ ---------------- June 9, 2005 56,000 $26.03 June 10, 2005 204,000 $24.63 June 13, 2005 40,000 $24.95 As of the date hereof, Holdings continues to indirectly beneficially own 2,833,090 shares of Common Stock held by SOS Partners. (d) See Item 2. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. No change except as described above in Item 2. Item 7. Material to be Filed as Exhibits. Agreement and Plan of Merger, dated as of December 5, 1996, among Energy Ventures, Inc. ("EVI"), GulfMark Acquisition Co. and GulfMark International (incorporated by reference to Exhibit 2.2 to Form 8-K, 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 International and GulfMark Offshore (incorporated by reference to Exhibit 2.3 to Form 8-K, File No. 0-7265, filed December 26, 1996) Letter Agreement, dated March 14, 1997 (incorporated by reference to Exhibit A to the Reporting Person's Schedule 13D filed May 12, 1997.) Partnership Agreement of SOS Partners, dated as of September 6, 1989 (incorporated by reference to Exhibit 99 to the Reporting Person's Schedule 13D Amendment No.3 filed May 19, 2004.) 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: June 14, 2005 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Barrett S. DiPaolo Name: Barrett S. DiPaolo Title:Vice President 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 Marsha Johnson Evans Lehman Brothers Holdings Inc. President of American Red Cross 745 Seventh Avenue New York, New York 10019 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. Sir Christopher Gent Lehman Brothers Holdings Inc. Non-Executive 745 Seventh Avenue Chairman of GlaxoSmithKline Plc New York, New York 10019 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 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, except for Sir Christopher Gent, who is a citizen of the United Kingdom. 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 New York, New York 10019 Jonathan E. Beyman Lehman Brothers Holdings Inc. Chief of Operations and Technology 745 Seventh Avenue New York, NY 10019 David Goldfarb Lehman Brothers Holdings Inc. Chief Administrative Officer 745 Seventh Avenue New York, New York 10019 Joseph M. Gregory Lehman Brothers Holdings Inc. President and Chief Operating Officer 745 Seventh Avenue New York, New York 10019 Christopher O'Meara Lehman Brothers Holdings Inc. Chief Financial Officer and Controller 745 Seventh Avenue New York, New York 10019 Thomas A. Russo Lehman Brothers Holdings Inc. Chief Legal Officer 745 Seventh Avenue New York, NY 10019 All of the above individuals are citizens of the United States. -----END PRIVACY-ENHANCED MESSAGE-----