0001104659-09-059218.txt : 20091016 0001104659-09-059218.hdr.sgml : 20091016 20091016143939 ACCESSION NUMBER: 0001104659-09-059218 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20091016 DATE AS OF CHANGE: 20091016 GROUP MEMBERS: CHRISTEN SVEAAS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRICO MARINE SERVICES INC CENTRAL INDEX KEY: 0000921549 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 721252405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49411 FILM NUMBER: 091123219 BUSINESS ADDRESS: STREET 1: 10001 WOODLOCH FOREST DR. STREET 2: SUITE 610 CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 281-203-5700 MAIL ADDRESS: STREET 1: 10001 WOODLOCH FOREST DR. STREET 2: SUITE 610 CITY: THE WOODLANDS STATE: TX ZIP: 77380 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kistefos AS CENTRAL INDEX KEY: 0001321465 IRS NUMBER: 000000000 STATE OF INCORPORATION: Q8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: STRANDEN 1, N-0250 CITY: OSLO STATE: Q8 ZIP: N-0250 BUSINESS PHONE: 011 47 23 11 70 00 MAIL ADDRESS: STREET 1: STRANDEN 1, N-0250 CITY: OSLO STATE: Q8 ZIP: N-0250 SC 13D/A 1 a09-31768_1sc13da.htm AMENDMENT

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 33)*

Trico Marine Services, Inc.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

896106200

(CUSIP Number)

Frode Jensen, Esq.

Holland & Knight LLP

195 Broadway, 24th Floor

New York, NY 10007

212-513-3200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 15, 2009

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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. 896106200

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Kistefos AS

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(c) o

	6.	Citizenship or Place of Organization Norway

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 3,535,959

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 3,535,959

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,535,959

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o NOT APPLICABLE

	13.	Percent of Class Represented by Amount in Row (11) 18.4%

	14.	Type of Reporting Person (See Instructions) CO,IV

CUSIP No. 896106200

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Christen Sveaas

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Norway

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 3,535,959

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 3,535,959

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,535,959

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o NOT APPLICABLE

	13.	Percent of Class Represented by Amount in Row (11) 18.4%

	14.	Type of Reporting Person (See Instructions) IN

This Amendment No. 33 (this “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D (as amended, the “Schedule 13D”) of Kistefos AS (“Kistefos”) with respect to the common stock, par value $0.01 per share (the “Common Stock”), issued by Trico Marine Services, Inc., a Delaware corporation (the “Company”). The address of the principal executive office of the Company is 10001 Woodloch Forest Dr., Suite 610, The Woodlands, Texas 77380. Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.

Item 1.	Security and Issuer

The title of the class of equity securities to which this statement relates is the common stock, par value $0.01 per share, issued by the Company. The address of the principal executive office of the Company is 10001 Woodloch Forest Dr., Suite 610, The Woodlands, Texas 77380.

Item 2.	Identity and Background

(a)	Name of Persons Filing (the “Reporting Persons”):
	Kistefos AS (“Kistefos”) Christen Sveaas

(b)	Business address of Reporting Persons: Stranden 1, N-0250 Oslo, Norway

(c)	Christen Sveaas’ principal occupation is as the chairman and sole owner of Kistefos. Kistefos’ address is Stranden 1, N-0250 Oslo, Norway. Kistefos is a privately owned investment company with a portfolio of listed and unlisted companies in the offshore services, shipping, property development and IT/telecommunications sectors.

(d)	During the last five years, neither Christen Sveaas, Kistefos nor their affiliates has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)	During the last five years, neither Christen Sveaas, Kistefos nor their affiliates were a party to a civil proceeding of a judicial or administrative body of 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 prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)	Citizenship:

	Christen Sveaas is a citizen of Norway. Kistefos is a Norwegian aksjeselskap (stock company).

Item 3.	Source and Amount of Funds or Other Consideration
Kistefos is the holder of the Common Stock to which this statement relates. The sole owner of Kistefos is Christen Sveaas. The Reporting Persons hereby incorporate by reference the information contained in Item 3 of Amendment 26 to this Schedule 13D.

Item 4.	Purpose of Transaction
The Reporting Persons hereby incorporate by reference the information contained in Item 4 of Amendment 32 to this Schedule 13D. Item 4 is hereby amended to add the following: On October 15, 2009, Mr. Christen Sveaas, one of the Reporting Persons, delivered a letter to Mr. Ben Guill, a director of the Company. A copy of the letter is attached hereto as Exhibit 18. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in Item 4 of Schedule 13D, but the Reporting Persons reserve the right to propose or undertake or participate in any such actions in the future in light of its ongoing evaluation of (a) the Company’s business and liquidity, (b) the Company’s financial condition, business operations, competitive position, prospects and/or share price, (c) industry, economic and/or securities markets conditions, (d) alternative investment opportunities and (e) other relevant factors. Without limiting the generality of the preceding sentence, Kistefos reserves the right to, at any time or from time to time, (i) purchase or otherwise acquire additional shares of Common Stock, or other securities of the Company, or instruments convertible into or exercisable for any such securities (collectively, “Company Securities”), in the open market, in privately negotiated transactions or otherwise, (ii) sell, transfer or otherwise dispose of Company Securities in the open market, in privately negotiated transactions or otherwise, (iii) cause Company Securities to be distributed in kind to its investors, (iv) acquire or write options contracts, or enter into derivatives or hedging transactions, relating to Company Securities, (v) engage in the solicitation of proxies to effect a change in the composition or size of the present Board of Directors or management of the Company, including by removing and replacing members of the Board, by increasing the number of directors and/or by changing the quorum requirements applicable to the Board, at an annual or special meeting of the stockholders or otherwise, or (vi) encourage (including, without limitation, through communications with the Company’s directors and management, existing or potential security holders, investors, lenders or strategic partners, and investment and financing professionals or through active representation on the Board) the Company to consider or explore (A) sales or acquisitions of assets or businesses, including a sale of the US operations to remove the Jones Act restrictions on the ownership of the Company’s shares and citizenship of its directors and officers, or extraordinary corporate transactions, such as a merger or other reorganization, (B) changes to the Company’s capitalization or dividend policy, or (C) other changes to the Company’s business, structure or charter.

Item 5.	Interest in Securities of the Issuer
Kistefos is the owner of 3,535,959 shares of the Common Stock. These shares represent approximately 18.4% of the Common Stock computed in accordance with Rule 13d-3. Kistefos has shared voting and dispositive power with Christen Sveaas with respect to these shares. Kistefos is directly owned 63.2% by Christen Sveaas, 32.3% by Svolder Holding AS, a Norwegian aksjeselskap (stock company), and 4.5% by an entity directly owned by Christen Sveaas. Mr. Sveaas indirectly owns Svolder Holding AS. As the sole beneficial owner of Kistefos, Christen Sveaas is the beneficial owner of 3,535,959 shares of the Common Stock, These shares represent approximately 18.4% of the Common Stock computed in accordance with Rule 13d-3. Christen Sveaas has shared voting and dispositive power with Kistefos with respect to the shares it owns due to his ownership control of Kistefos. The calculation of the percentages of beneficial ownership of the Common Stock set forth herein is based upon the 19,222,931 shares of Common Stock outstanding as of August 4, 2009, as disclosed in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2009. The Reporting Persons hereby incorporate by reference the information on share acquisitions contained in Item 5 of Amendment 26 to this Schedule 13D.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The Reporting Persons hereby incorporate by reference the information contained in Item 6 of Amendment 26 to this Schedule 13D. Except as otherwise set forth in Amendment No. 32 to this Schedule 13D, none of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or voting of any securities of the Company, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, division of profits or loss or the giving or withholding of proxies.

Item 7.	Material to be Filed as Exhibits
1. An Agreement for Joint Filing pursuant to Rule 13d-1(k)(i) under the Exchange Act (incorporated by reference from the initial Schedule 13D filed by the Reporting Persons on March 25, 2005). 2. A power of attorney dated as of October 7, 2005 naming Frode Jensen, Esq. and Neal Beaton, Esq. as attorneys-in-fact for Kistefos AS and Christen Sveaas (incorporated by reference from Amendment No. 25 to this Schedule 13D filed by the Reporting Persons on September 10, 2008).

3. A letter dated May 4, 2007 from Mr. Åge Korsvold, Chief Executive Officer of Kistefos AS, to the Board of Directors of the Company (incorporated by reference from Amendment No. 11 to this Schedule 13D filed by the Reporting Persons on May 4, 2007).

4. The Stock Purchase Agreement dated as of August 9, 2007 between Kistefos and the Company (incorporated by reference from Amendment No. 14 to this Schedule 13D filed by the Reporting Persons on August 14, 2007).

5. Amendment No. 1 dated as of August 21, 2007 to the Stock Purchase Agreement dated as of August 9, 2007 between Kistefos and the Company (incorporated by reference from Amendment 19 to this Schedule 13D filed by the Reporting Persons on August 27, 2007).

6. Registration Rights Agreement dated as of March 15, 2005 by and among the Company and certain holders (as therein defined) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 16, 2005).

7. Letter agreement dated as of August 24, 2007 relating to the Registration Rights Agreement dated as of March 15, 2005 (incorporated by reference from Amendment 19 to this Schedule 13D filed by the Reporting Persons on August 27, 2007).

8. A letter dated December 23, 2008 from Mr. Åge Korsvold, Chief Executive Officer of Kistefos AS, to the Board of Directors of the Company (incorporated by reference from Amendment 27 to this Schedule 13D filed by the Reporting Persons on December 24, 2008).

9. Press release issued by Kistefos on December 23, 2008 (incorporated by reference from Amendment 27 to this Schedule 13D filed by the Reporting Persons on December 24, 2008).

10. A letter dated January 13, 2009 from Mr. Åge Korsvold, Chief Executive Officer of Kistefos AS, to Mr. Rishi Varma, Corporate Secretary of the Company, enclosing the revised Declassification Proposal (incorporated by reference from Amendment 28 to this Schedule I3D filed by the Reporting Persons on January 15, 2009).

11. Demand Letter dated January 14, 2009 requesting inspection of stockholder records of the Company (incorporated by reference from Amendment 28 to this Schedule I3D filed by the Reporting Persons on January 15, 2009).

12. Notice Letter dated February 27, 2009 Mr. Åge Korsvold to Mr. Rishi Varma, Corporate Secretary of the Company, nominating directors for election and submitting proposals to be considered at the 2009 annual meeting of stockholders (incorporated by reference from Amendment 29 to this Schedule 13D filed by the Reporting Persons on March 2, 2009).

13. Press release issued by Kistefos on February 27, 2009 (incorporated by reference from Amendment 29 to this Schedule 13D filed by the Reporting Persons on March 2, 2009).

14. Supplemental Notice dated March 5, 2009 from Kistefos to Mr. Rishi Varma, Corporate Secretary of the Company (incorporated by reference from Amendment 30 to this Schedule 13D filed by the Reporting Persons on March 6, 2009).

15. 14a-7 Demand Letter dated March 6, 2009 requesting the Company’s stockholder list and security position listings (incorporated by reference from Amendment 30 to this Schedule 13D filed by the Reporting Persons on March 6, 2009).

16. Supplemental Notice Letter dated March 13, 2009 from Kistefos to Mr. Rishi Varma, Corporate Secretary of the Company (incorporated by reference from Amendment 31 to this Schedule 13D filed by the Reporting Persons on March 16, 2009).

17. Letter dated March 13, 2009 from the Reporting Persons to the independent directors of the Company and related press release (incorporated by reference from Amendment 31 to this Schedule 13D filed by the Reporting Persons on March 16, 2009).

18. Letter dated October 15, 2009 from Mr. Christen Sveaas, one of the Reporting Persons to Mr. Ben Guill, a director of the Company (filed herewith).

SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned persons, each of the undersigned persons certifies that the information set forth in this statement is true, complete and correct.

Dated: October 16, 2009	Kistefos AS

	By:	/s/ Frode Jensen
		Frode Jensen, Esq.
		Attorney-in-fact for Kistefos AS


	Christen Sveaas

	By:	/s/ Frode Jensen
		Frode Jensen, Esq.
		Attorney-in-fact for Christen Sveaas

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name of and any title of each person who signs the statement shall be typed or printed beneath his signature.

	ATTENTION:
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

EX-18 2 a09-31768_1ex18.htm EX-18

Exhibit 18

	15 October 2009

Mr. Ben Guill
Director
Trico Marine Services, Inc.
c/o Corporate Secretary
10001 Woodloch Forest Dr
Suite 610
The Woodlands, Texas 77380

Dear Mr. Guill,

I have just received a letter from Mr Compofelice dated 1 October in reply to mine of 25 August. I must say first that I find Mr Compofelice’s casual response — which I received over five weeks after our letter to you was posted — to be highly unsatisfactory. It is clear from the company’s recent Form 8-K filing that Trico is in a serious financial crisis. We are aware also that your independent accountants have now qualified the company’s financial statements and that you in fact have failed to file statutory financial statements in Norway. The company clearly is in the dire straits we predicted during the proxy contest. Whether or not the proposed note offering is successful, we do not have confidence in management and again must insist that you add Mr Korsvold and myself to the Board. I would again remind you that a substantial majority of the shareholders voted for this result at the Annual Meeting. In addition, because there is no serious dialog with the shareholders who voted for change, let alone with your largest shareholder, we feel that the only way we can continue to protect our investment value is to make sure that all relevant information be exposed to the shareholders in a manner they can understand.

We do believe that the present condition of the company can be laid entirely at the feet of the chief executive officer. His audacity is truly amazing to us: on the one hand he writes that he “continues to solicit and be interested in the view of our stockholders” but then asserts that Kistefos is not acting in the best interest of all shareholders. First of all I would say that based on the results of the Annual Meeting it appears that an overwhelming majority of shareholders who voted believe that Kistefos has the best interests of the shareholders in mind. How else do you explain the 77.7% of the shares present at the meeting that voted for my election to the Board? Please also explain to me how Kistefos’ interests differ from those of any shareholder who is not also an employee of Trico? For months now, management has implied that Kistefos has a different agenda from the rest of the shareholders. I would ask you to tell me exactly what that agenda is — because, frankly, it does not exist. And lastly, please let me know when Mr Compofelice has ever seriously and constructively solicited the input of its largest shareholder.

On the other hand, the actions of the company suggest that the last thing management wants is constructive shareholder participation. In September the Board adopted bylaws which purport to be responsive to the shareholder discontent expressed at the Annual Meeting, but which in numerous respects simply further protect the special interests of the current management at the expense of legitimate shareholder interest. For example, a large number of shareholders voted to relax the standards for calling a special meeting. What has the Board done? It has made calling a special meeting more difficult and uncertain. And, as was the case during the proxy contest, the Jones Act again is the instrument of choice.

In my letter to you dated August 25, we asked you expressly to consider that Trico have not been in compliance with the foreign ownership limitations of the Jones Act for some time. I am disappointed that Mr Compofelice has elected not to respond in any way to our stated concern.

Please let me be perfectly clear. We have been concerned for some time and have questioned in the past whether the total direct and indirect cost to shareholders of continuing compliance with Jones Act ownership limitations in light of the company’s reduction in its Gulf of Mexico supply business is necessarily in the best interests of the company and its shareholders. In particular, we have been concerned that the Jones Act limitations negatively impact the liquidity of the company’s common stock and consequently its value and that the same limitations have forced the company into reliance on expensive and highly dilutive convertible debt instruments, warrants and phantom stock units for acquisition currency which also confuse and diminish common stockholder value.

Our level of concern was greatly increased earlier this year when management objected to our governance proposals on Jones Act grounds. We could not credit management’s objections as bona fide or in good faith when upon submission to the Maritime Administration it found no compliance problems with our proposals that could not be easily and simply dealt with. This was of course not surprising, since we consciously structured our proposals to avoid the possibility of violating the Jones Act. As a result, we had to conclude (as we believe most shareholders did) that Trico’s strained Jones Act objections were simply a negative and defensive measure to prevent the shareholders from obtaining Board representation.

Our concerns increased again when we discovered later in the spring that at the same time management was seeking to avoid shareholder participation on the Board by its Jones Act defence, it was simultaneously quietly withdrawing from the US trade. This fact was not disclosed to the shareholders until after the conclusion of the Annual Meeting. We now understand that the company has withdrawn entirely from operating in the Gulf of Mexico, and yet management would have the shareholders believe that additional onerous protections in the bylaws are necessary to maintain Jones Act status. I should add that while management has said repeatedly that Jones Act qualification may be necessary to work in the Gulf again in the future, you have given the shareholders no credible basis to believe that the company will have the resources in the future to operate in the Gulf or that the kind of work arising in the Gulf will in fact require US flag vessels.

So, you can imagine our disbelief when we learned (based on information contained in public SEC ownership reports and the company’s own records) that Trico apparently was not a United States citizen at any time during the proxy contest, and in all likelihood, is not a United States citizen today. In addition to the blatant hypocrisy of claiming that Kistefos’ governance proposals would violate the Jones Act when in fact the company had failed to maintain compliance itself, we are very concerned that violation of the ownership requirements led not only to management’s improperly counting excess shares as valid votes at the Annual Meeting in violation of Section 2 of Article Six of the certificate of incorporation but also could possibly result in default and acceleration under Trico’s Title XI documentation and other financing agreements. We can hardly believe that Trico would go to the great lengths it has to repeatedly assure the shareholders that it is necessary to stay in compliance with the United States citizenship requirements of the Jones Act, when SEC filings and the company’s own records demonstrate clearly that management has known that Trico is not in compliance. I also shouldn’t have to say that this kind of double talk reflects as poorly on the Board as it does on management.

Management’s cynical use of the Jones Act to avoid being held accountable to the shareholders at the same time that it appears to have been itself in violation of the act does not surprise me, however. This is the same management that has failed to file financial statements for its principal subsidiaries for the year 2008 as required by Norwegian law, adding to the risks which it faces.

As a result of our concern about the company’s Jones Act status, we have asked our lawyers to raise the matter directly with Marad. A copy of their letter to Marad, dated October 2, was sent to Mr. Varma on October 12, but it is also attached to this letter. The lawyers met with Marad on October 7 to discuss these concerns and my understanding is that Marad will be in touch with the company shortly to raise these questions directly.

And, while we exchange letters, Trico shareholders continue to pay the high price of bad management. The recent sale of an AHTS and a PSV for USD 40 million was forced upon the company in order to cope with its very difficult and challenging financial position. Brokers indicate that the same vessels could have been sold for around USD 75 million 12 to 18 months ago. Management is entirely responsible for so tying the company’s hands that it must sell assets in a declining market in order to repay the exorbitant indebtedness that management took on at the top of the market. Furthermore, we understand that Trico has had to suspend 50 % of its Subsea new building contracts which form part of the Active Subsea acquisition for the same reasons of financial mismanagement. These are all reversals of earlier decisions by management resulting from the highly leveraged acquisitions made at the peak of the market and due to Trico’s inability to refinance its indebtedness..

In closing, I will simply reiterate our position with respect to an open and honest communication with Trico: We will present new and viable ideas about the future of Trico as soon as we are elected to the Board. Within the Board, we will present ideas that will benefit all shareholders. Following the disastrous performance of Trico over the last fifteen months, we would start by telling the current CEO that it is time for him to leave the company.

Please also keep in mind that notwithstanding Trico’s global ambitions, a significant part of Trico’s subsea competence, activities and organisation remains in the North Sea. If the Board would take steps to independently inform itself about the state of affairs in this part of the company, I have reason to believe they would find that a change of culture and competence at the top would greatly improve Trico’s ability to conduct its business in a constructive and value added way.

Based on recent events, we are of course realistic in our expectations with respect of an open and honest dialog with the Board. However, we remain your largest shareholder, and we believe that our CEO continues to underperform in various crucial respects. We would urge the Board to independently investigate the matters addressed in this letter and we look forward to a more constructive dialog with the Board on these issues.

Sincerely,


Christen Sveaas

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