-----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, Qn8BtfKhIA8SLNXzV8/AABKCxt0uSX/JiQtcxJy7xIaogerolVNEjwO9ehtSOnxo n52iLL1qyt2+9bpLiHy8rw== 0000806085-06-000075.txt : 20060428 0000806085-06-000075.hdr.sgml : 20060428 20060428152629 ACCESSION NUMBER: 0000806085-06-000075 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060428 DATE AS OF CHANGE: 20060428 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: 06789675 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 f06-04_2813da8gmrk.txt GMRK SC 13D AMENDMENT NO. 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 8) Under the Securities Exchange Act of 1934 Gulfmark Offshore Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 402629109 (CUSIP Number) Jeffrey A. Welikson Vice President and Corporate Secretary Lehman Brothers Holdings Inc. 745 Seventh Avenue New York, NY 10019 (212) 526-0858 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 28, 2006 (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 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 2,194,866 8) Shared Voting Power -0- 9) Sole Dispositive Power 2,194,866 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,194,866 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row (11) 10.75% (1) 14) Type of Reporting Person HC/CO (1) Based on 20,424,325 shares of Gulfmark Offshore Inc's Common Stock outstanding as of March 9, 2006 as reported on its most recent Annual Report on Form 10-K. SCHEDULE 13D Item 2. Identity and Background No change except as set forth below. On April 7, 2006 Shearson Oil Services Partners ("SOS Partners") of which Lehman Brothers Holdings Inc. ("Holdings") was the General Partner, was dissolved and wound up and distributed 2,473,090 shares of Common Stock of Gulfmark Offshore, Inc. (the "Common Stock")as follows: 2,194,866 shares to Holdings 139,112 shares to David J. Butters 139,112 shares to Robert B. Millard As a result, Holdings no longer beneficially owns the 278,224 shares of Common Stock distributed to Messrs. Butters and Millard. Item 5. Interest in Securities of the Issuer Since the filing of the Reporting Person's Amendment No. 6 to Schedule 13D on March 15, 2006, there has been no other change to the amount of Common Stock beneficially owned by the Reporting Person, except as set forth in paragraph (c) below. Percentages are based on 20,424,325 shares of Common Stock outstanding as of March 9, 2006, as reported in Gulfmark Offshore, Inc.'s most recent Annual Report on Form 10-K. (a) See cover page. (b) See cover page. (c) On April 7, 2006, SOS Partners made a final distribution of 2,473,090 shares of Common Stock to its partners as follows: Holdings 2,194,866 David J. Butters 139,112 Robert B. Millard 139,112 As of the date hereof, Holdings directly beneficially owns 2,149,866 shares of Common Stock. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 28, 2006 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Barrett S. DiPaolo ------------------------ Name: Barrett S. DiPaolo Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----