-----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, ENYPlG0gxOKJpoG9VN1pyIXS7i95frTkJ6xsBa2Ed/S8kVTka5UoaBhFkrAnBRX3 +GlDBQU6LFhTgzAMdC5u4A== 0001282695-05-000540.txt : 20051214 0001282695-05-000540.hdr.sgml : 20051214 20051214171040 ACCESSION NUMBER: 0001282695-05-000540 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051214 DATE AS OF CHANGE: 20051214 GROUP MEMBERS: B. RILEY & CO. RETIREMENT TRUST GROUP MEMBERS: B. RILEY & CO., INC. GROUP MEMBERS: BRYANT R. RILEY GROUP MEMBERS: CARLEEN RILEY GROUP MEMBERS: RICHARD RILEY GROUP MEMBERS: RILEY INVESTMENT MANAGEMENT LLC GROUP MEMBERS: SACC PARTNERS, LP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SACC PARTNERS LP CENTRAL INDEX KEY: 0001123770 IRS NUMBER: 954799552 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11150 SANTA MONICA BLVD STREET 2: STE 750 CITY: LOS ANGELES STATE: CA ZIP: 90025 MAIL ADDRESS: STREET 1: 11150 SANTA MONICA BLVD STE 750 CITY: LOS ANGELES STATE: CA ZIP: 90025 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HORIZON OFFSHORE INC CENTRAL INDEX KEY: 0001051431 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 760487309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53849 FILM NUMBER: 051264546 BUSINESS ADDRESS: STREET 1: HORIZON OFFSHORE INC STREET 2: 2500 CITY WEST BLVD., STE. 2200 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 7133612600 MAIL ADDRESS: STREET 1: HORIZON OFFSHORE INC STREET 2: 2500 CITY WEST BLVD., STE. 2200 CITY: HOUSTON STATE: TX ZIP: 77042 SC 13D/A 1 e65642r_13da.txt AMENDED ACQUISITION OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13D/A (Amendment No. 3) Horizon Offshore, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.00001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 44043J105 - -------------------------------------------------------------------------------- (CUSIP number) Bryant R. Riley B. Riley & Co., Inc. 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90024 (310) 966-1444 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) December 12, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. |_| (Continued on following pages) (Page 1 of 12) - -------------------------------------------------------------------------------- CUSIP No. 44043J105 13D Page 2 of 12 Pages - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) SACC Partners, LP; Riley Investment Management LLC; B. Riley & Co., Inc.; B. Riley & Co. Retirement Trust; Bryant R. Riley; Carleen Riley - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC,PF,OO - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - ------------------------------------------------------------------------------- 7. Sole Voting Power Number of Shares 0 Beneficially ----------------------------------------------------------------- Owned by Each 8. Shared Voting Power Reporting Person With 59,072,753 - ------------------------------------------------------------------------------- 9. Sole Dispositive Power 0 - ------------------------------------------------------------------------------- 10. Shared Dispositive Power 59,072,753 - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 59,072,753 - ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - ------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 8.8% - ------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN,IA,BD,EP,IN,IN - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 44043J105 13D Page 3 of 12 Pages - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Richard Riley - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF,OO - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - ------------------------------------------------------------------------------- 7. Sole Voting Power Number of Shares 305,468 Beneficially ----------------------------------------------------------------- Owned by Each 8. Shared Voting Power Reporting Person With 0 - ------------------------------------------------------------------------------- 9. Sole Dispositive Power 305,468 - ------------------------------------------------------------------------------- 10. Shared Dispositive Power 0 - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 305,468 - ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - ------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0.0% - ------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 44043J105 13D Page 4 of 12 Pages - -------------------------------------------------------------------------------- INTRODUCTION This Amendment No. 3 amends a Statement on Schedule 13D filed on April 11, 2005, Amendment No. 1 thereto filed on September 19, 2005 and Amendment No. 2 thereto filed on November 29,2005 Pursuant to a Recapitalization Letter Agreement (the "Recap Agreement"; filed as Exhibit 7(a) hereto), dated March 31, 2005, among Horizon Offshore, Inc., a Delaware corporation (the "Issuer"), and the holders of the Issuer's subordinated notes (the "Subordinated Notes"), the holders (including SACC Partners, LP ("SACC"), B. Riley & Co. Inc., ("BRC"), B. Riley & Co. Retirement Trust ("BRCRT"), Bryant R. Riley, Carleen Riley and Richard Riley) of the Subordinated Notes agreed to exchange $84,972,823 aggregate principal amount of Subordinated Notes and 1,400 shares of the Issuer's outstanding Series A redeemable participating preferred stock (the "Series A Preferred Stock") for 60 million shares of the Issuer's common stock, par value $0.001 per share (now $.00001 per share) (the "Common Stock"), and one million shares of a new series of the Issuer's Series B mandatorily convertible preferred stock (the "Series B Preferred Stock"). The Series B Preferred Stock was not entitled to any dividend or voting rights (except as required by the Delaware General Corporation Law), but was mandatorily convertible into shares of Common Stock upon the occurrence of certain conditions, as described below. The shares of Common Stock and Series B Preferred Stock were issued on June 10, 2005. The shares of Common Stock and Series B Preferred Stock were also issued in consideration of the holders of the Subordinated Notes having consented to a new $70 million term loan senior secured financing agreement (the "Financing Agreement"), dated as of March 31, 2005, among the Issuer, each of its subsidiaries party thereto, Manchester Securities Corp., as collateral and administrative agent, and the other lenders specified therein, release of all of the collateral securing the Subordinated Notes, amending the terms of the $25 million of Subordinated Notes that remain outstanding following the closing of the recapitalization transactions to extend their maturity to March 2010 and reducing their interest rate to 8% per annum payable-in-kind, and, if applicable, participating in the financing transaction as a lender. In addition, certain of the holders of the Subordinated Notes participated in the Financing Agreement as lenders. Certain of the Reporting Persons under this Schedule 13D participated in the Financing Agreement in the following amounts (and received the following shares of Common Stock and/or Series B Convertible Preferred Stock on June 10, 2005):
- ---------------------------------------------------------------------------------------------------------------------- Reporting Person Financing Agreement Initial Common Stock Series B Convertible Commitment Preferred Stock - ---------------------------------------------------------------------------------------------------------------------- B. Riley & Co. Retirement $80,000.00 70,043 1,167.38 Trust - ---------------------------------------------------------------------------------------------------------------------- B. Riley & Co. $350,000.00 459,043 7,650.71 - ---------------------------------------------------------------------------------------------------------------------- Bryant and Carleen Riley $50,000.00 48,254 804.22 - ---------------------------------------------------------------------------------------------------------------------- SACC Partners, LP $4,520,000.00 5,193,934 86,565.55 - ---------------------------------------------------------------------------------------------------------------------- Richard Riley $0.00 29,844 497.39 - ----------------------------------------------------------------------------------------------------------------------
The Preferred Stock automatically converted into Common Stock upon filing of an amendment to the Issuer's certificate of incorporation on December 12, 2005. The conversion rate was set such that the total outstanding Common Stock issued in the recapitalization transactions (the - -------------------------------------------------------------------------------- CUSIP No. 44043J105 13D Page 5 of 12 Pages - -------------------------------------------------------------------------------- initial 60 million shares plus the shares to be issued upon conversion of the Series B Preferred Stock) would represent an aggregate of 95% of the Issuer's Common Stock on a fully diluted basis (which calculation excludes out-of-the-money director and employee stock options), pro forma for the recapitalization transactions and certain other transactions described in the Recap Agreement. Each party to the Recap Agreement agreed to exercise any voting power it may have had to approve the amendments to the Issuer's certificate of incorporation, and to execute such documentation and take such other action as may reasonably be required in connection therewith. The parties to the Recap Agreement held a sufficient number of shares to ensure adoption of the amendments to the Issuer's certificate of incorporation. The Reporting Persons received the following shares of Common Stock upon conversion of their respective shares of Series B Preferred Stock: Common Stock Received Upon Conversion of Series Reporting Person B Preferred Stock - ---------------- ----------------- B. Riley & Co. Retirement Trust 646,892 B. Riley & Co. 4,239,560 Bryant and Carleen Riley 445,650 SACC Partners, LP 47,969,377 Richard Riley 275,624 The Issuer also entered into a registration rights agreement covering resales of the remaining Subordinated Notes and all Common Stock issued in the recapitalization transactions. Currently, the Reporting Persons hold Subordinated Notes as follows (principal amounts): BRCRT -- $30,257.25; BRC -- $269,034.68; Bryant and Carleen Riley -- $30,257.25; SACC Partners, LP -- $2,001,151.26; Richard Riley -- $73,831.77 Item 1. Security and Issuer The class of equity securities to which this Statement relates is the Common Stock of the Issuer, the principal executive offices of which are located at 2500 City West Boulevard, Suite 2200, Houston, Texas 77042. Item 2. Identity and Background (a) SACC Partners, LP (Delaware limited partnership); Riley Investment Management LLC (Delaware limited liability company); B. Riley & Co., Inc. (Delaware corporation); B. Riley & Co. Retirement Trust (employee benefit plan); Mr. Bryant R. Riley (individual residing in California); Mrs. Carleen Riley (individual residing in California); Mr. Richard Riley (individual residing in California) (b) The principal address for all Reporting Persons is: 11100 Santa Monica Blvd., Suite 800, Los Angeles, CA 90025. (c) Mr. Riley owns all of the outstanding shares of BRC, an NASD member broker-dealer. Mr. Riley also manages and owns all of the outstanding membership interests of RIM, an SEC registered investment adviser. RIM is the investment adviser to and general partner of SACC. Mr. Riley is also a Trustee of BRCRT. Bryant Riley (Chief Executive Officer BRC and RIM) and Carleen Riley (homemaker) own their joint account with rights of survivorship. Richard Riley is retired. (d) N/A (e) N/A (f) United States Item 3. Source and Amount of Funds or Other Consideration Pursuant to the Recap Agreement, BRC, BRCRT, Bryant and Carleen Riley, Richard Riley and SACC exchanged approximately $862,694, $95,789, $95,789, $239,473 and $4,032,589, respectively, in aggregate principal amount of Subordinated Notes for a portion of the Common Stock and Series B Preferred Stock received by - -------------------------------------------------------------------------------- CUSIP No. 44043J105 13D Page 6 of 12 Pages - -------------------------------------------------------------------------------- such Reporting Person. In addition, the Reporting Persons provided the respective amounts set forth under "Financing Agreement Commitment" in "Introduction" above, under the senior secured financing agreement with the Issuer. The funds provided to the Issuer came from the following sources: o SACC - partnership funds o BRC - BRC corporate funds o BRCRT - funds deposited into the trust o Bryant and Carleen Riley - personal funds o Richard Riley - personal funds Item 4. Purpose of Transaction The Reporting Persons have acquired and intend to hold the shares of Common Stock for investment purposes. The Reporting Persons intend to review on a continuing basis their investment in the Issuer and the Issuer's business affairs, financial position and prospects. Based on such evaluation and review, other investment opportunities available to the Reporting Persons, general economic and industry conditions, and other factors that the Reporting Persons may deem relevant, the Reporting Persons may consider from time to time various courses of action, including, among other things, (i) the sale of all or a portion of the shares held by the Reporting Persons or on the open market, in privately negotiated transactions, through a public offering or otherwise or (ii) the acquisition of shares through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise. Other than as described above, in "Introduction" above and in the following paragraph, none of the Reporting Persons has any plans or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons are in discussions with the Issuer regarding a possible exchange of all or a portion of the 8% Subordinated Notes of the Issuer held by the Reporting Persons for convertible subordinated notes and/or Common Stock of the Issuer. The Issuer has agreed to effect a registration of resales of the Common Stock issuable upon conversion of the new convertible subordinated notes (or the Common Stock issued directly in the exchange if Common Stock is directly issued in the exchange). There is no guarantee that any such transaction will occur. Item 5. Interest in Securities of the Issuer (a) and (b) The aggregate number of shares and percentage of Common Stock of the Issuer (based upon the 671,839,215 shares of Common Stock outstanding on December 12, 2005, as reported to the Reporting Persons by the Issuer) beneficially owned by each person named in Item 2 of this Statement, as well as the number of shares of Common Stock as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or direct the disposition, is set forth in the following table.
- ---------------------------------------------------------------------------------------------------------------------------- Reporting Person No. of Shares Percentage Power to Vote Power to Dispose Beneficially of Class Owned Shared Sole Shared Sole - ---------------------------------------------------------------------------------------------------------------------------- SACC Partners, LP 53,163,311 7.9% 53,163,311 0 53,163,311 0 - ---------------------------------------------------------------------------------------------------------------------------- BRC 4,698,603 0.7% 4,698,603 0 4,698,603 0 - ---------------------------------------------------------------------------------------------------------------------------- BRCRT 716,935 0.1% 716,935 0 716,935 0 - ---------------------------------------------------------------------------------------------------------------------------- RIM 53,163,311 7.9% 53,163,311 0 53,163,311 0 - ---------------------------------------------------------------------------------------------------------------------------- Bryant Riley 59,072,753 8.8% 59,072,753 0 59,072,753 0 - ---------------------------------------------------------------------------------------------------------------------------- Carleen Riley 493,904 0.1% 493,904 0 493,904 0 - ---------------------------------------------------------------------------------------------------------------------------- Richard Riley 305,468 0.0% 0 305,468 0 305,468 - ---------------------------------------------------------------------------------------------------------------------------
SACC owns 53,163,311 shares of Common Stock. Because RIM has sole voting and investment power over SACC's security holdings and Mr. Riley, in his - -------------------------------------------------------------------------------- CUSIP No. 44043J105 13D Page 7 of 12 Pages - -------------------------------------------------------------------------------- role as the sole manager of RIM, controls RIM's voting and investment decisions, each of SACC, RIM and Mr. Riley may be deemed to have beneficial ownership of the 53,163,311 shares held by SACC, representing approximately 7.9% of the outstanding Common Stock. BRC owns 4,698,603 shares of Common Stock. Because Mr. Riley has sole voting and investment power over BRC's security holdings, both BRC and Mr. Riley may be deemed to have beneficial ownership of the 4,698,603 shares of Common Stock, representing approximately 0.7% of the outstanding Common Stock. BRCRT owns 716,935 shares of Common Stock. Because Mr. Riley has voting and investment power over BRCRT's security holdings, both BRCRT and Mr. Riley may be deemed to have beneficial ownership of the 716,935 shares of Common Stock, representing approximately 0.1% of the outstanding Common Stock. Bryant and Carleen Riley directly own 493,904 shares of Common Stock in their personal joint account, representing approximately 0.1% of the outstanding Common Stock. With respect to all of the shares that are held by each of SACC, BRC and BRCRT, Mr. Riley has sole power to vote and dispose or direct the disposition of the shares. Bryant and Carleen Riley share the power to vote and dispose or direct the disposition of the shares in their joint account. Richard Riley directly owns 305,468 shares of Common Stock, representing approximately 0.0% of the outstanding Common Stock. Richard Riley is the father of Bryant Riley. All Reporting Persons other than Richard Riley disclaim any beneficial interest in the shares owned by Richard Riley, and vice versa. Carleen Riley disclaims any beneficial interest in any shares other than those owned by Bryant Riley and Carleen Riley jointly. In addition, although the Reporting Persons had interests which may have been generally aligned with other parties to the Recap Agreement (and all such parties agreed to vote their shares in a particular manner), the Reporting Persons disclaim any beneficial interest in the shares held by any other parties to the Recap Agreement. (c) None of the Reporting Persons, described in paragraph (a) of this Item 5, has effected any transaction in the Common Stock of the Issuer during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer a. The Recap Agreement. The Recap Agreement is described/referred to in the Introduction and Items 3 and 5 of this Schedule 13D. b. The Financing Agreement. Pursuant to the Financing Agreement, the lenders under the Financing Agreement extended credit to the Issuer consisting of (a) a $30 million senior secured term loan A facility bearing interest at 15% - -------------------------------------------------------------------------------- CUSIP No. 44043J105 13D Page 8 of 12 Pages - -------------------------------------------------------------------------------- per annum, payable monthly 10% in cash and 5% paid-in-kind, maturing on March 31, 2007, and requiring a monthly principal payment of $500,000 beginning July 2005 and (b) a $40 million senior secured term loan B facility, bearing interest at 10% per annum, payable monthly 8% in cash and 2% paid-in-kind and maturing on March 31, 2007. The Issuer paid a $1.4 million closing fee in connection with the Financing Agreement, and is required to pay quarterly, in cash, a loan servicing fee of 0.5% per annum based upon the aggregate unpaid principal balance of the loans. Upon an event of default under the Financing Agreement, the interest rate on each loan increases 2%, payable in cash on demand. The loans under the Financing Agreement are collateralized by the pledge of the Issuer's equity interests in its subsidiaries that are loan parties to the Financing Agreement, the Issuer's accounts receivable, first or second mortgages on all of the Issuer's vessels, second liens on the Issuer's Port Arthur and Sabine marine facilities, the cash securing the letter of credit under the Issuer's contract with the Israel Electric Corporation, the Issuer's outstanding claims and receivables from Pemex and Williams, and our future assets. The term loan A is repaid from the collateral securing the new senior secured credit facility in priority to the term loan B. The holders of the Subordinated Notes agreed to release the collateral that secured the Subordinated Notes in favor of the lenders under the Financing Agreement. The Financing Agreement has covenants that, among other things, subject to a few limited exceptions, require the Issuer to grant the lenders a security interest in any property the Issuer acquires and restrict the Issuer's ability to issue additional capital stock, create additional liens, incur additional indebtedness, enter into affiliate transactions, dispose of assets, make any investments, pay dividends, make payments and settle its Pemex claims without the consent of the lenders under the Financing Agreement. The Financing Agreement also has the same financial covenants as the Issuer's existing credit facilities, which were amended in connection with the recapitalization and financing transactions described above. In addition, any events of default under the Financing Agreement could result in acceleration of the Issuer's indebtedness. The descriptions of the Recap Agreement and the Financing Agreement contained in this Schedule 13D are qualified in their entirety by the complete text of the documents, copies of which are filed as exhibits to this Schedule 13D. Item 7. Material to be Filed as Exhibits. Exhibit 7(a). Recapitalization Letter Agreement, dated as of March 31, 2005, by and among the Issuer and the holders of Subordinated Notes specified therein (incorporated by reference to Exhibit 10.2 to the Issuer's current report on Form 8-K filed on April 5, 2005). Exhibit 7(b). Financing Agreement, dated as of March 31, 2005, by and among the Issuer, Horizon Offshore Contractors, Inc. and Horizon Vessels, Inc., as borrowers, the guarantors specified therein, Manchester Securities Corp., as agent, and the other lenders specified therein (incorporated by reference to Exhibit 10.1 to the Issuer's current report on Form 8-K filed on April 5, 2005). Exhibit 7(c). Joint Filing Agreement, dated as of April 11, 2005, among SACC, RIM, BRC, BRCRT, Bryant Riley, Carleen Riley and Richard Riley. - -------------------------------------------------------------------------------- CUSIP No. 44043J105 13D Page 9 of 12 Pages - -------------------------------------------------------------------------------- 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. Date: December 14, 2005 SACC PARTNERS, LP By: Riley Investment Management LLC, its General Partner By:/s/Bryant R. Riley --------------------------------- Name: Bryant R. Riley Title: President RILEY INVESTMENT MANAGEMENT LLC By:/s/Bryant R. Riley --------------------------------- Name: Bryant R. Riley Title: President B. RILEY & CO., INC. By:/s/Bryant R. Riley --------------------------------- Name: Bryant R. Riley Title: Chief Executive Officer B. RILEY & CO. RETIREMENT TRUST By:/s/Bryant R. Riley --------------------------------- Name: Bryant R. Riley Title: Trustee - -------------------------------------------------------------------------------- CUSIP No. 44043J105 13D Page 10 of 12 Pages - -------------------------------------------------------------------------------- BRYANT R. RILEY By:/s/Bryant R. Riley --------------------------------- Name: Bryant R. Riley CARLEEN RILEY By:/s/ Carleen Riley --------------------------------- Name: Carleen Riley RICHARD RILEY By:/s/ Richard Riley --------------------------------- Name: Richard Riley - -------------------------------------------------------------------------------- CUSIP No. 44043J105 13D Page 11 of 12 Pages - -------------------------------------------------------------------------------- JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing by SACC Partners, LP on behalf of all of the undersigned of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $1.00 per share, of Horizon Offshore, Inc., and further agree that this Agreement shall be included as an Exhibit to such joint filings. The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate. This Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of April 11, 2005. SACC PARTNERS, LP By: Riley Investment Management LLC, its General Partner By: /s/ Bryant R. Riley ----------------------------------------------------- Name: Bryant R. Riley Title: President RILEY INVESTMENT MANAGEMENT LLC By: /s/ Bryant R. Riley ----------------------------------------------------- Name: Bryant R. Riley Title: President B. RILEY & CO., INC. By: /s/ Bryant R. Riley ----------------------------------------------------- Name: Bryant R. Riley Title: Chief Executive Officer - -------------------------------------------------------------------------------- CUSIP No. 44043J105 13D Page 12 of 12 Pages - -------------------------------------------------------------------------------- B. RILEY & CO. RETIREMENT TRUST By: /s/ Bryant R. Riley ----------------------------------------------------- Name: Bryant R. Riley Title: Trustee BRYANT R. RILEY By: /s/ Bryant R. Riley ----------------------------------------------------- Name: Bryant R. Riley CARLEEN RILEY By: /s/ Carleen Riley ----------------------------------------------------- Name: Carleen Riley RICHARD RILEY By: /s/ Richard Riley ----------------------------------------------------- Name: Richard Riley -----END PRIVACY-ENHANCED MESSAGE-----