-----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, OA0ddAsywzBeHFVHDJahDD3aVZ54K6lqizjTheltBfNW1nVkYYPHeHkOmw2Z3kEv 4CGTSSPQousLbpwEeWZ4XA== 0000312348-01-500046.txt : 20010514 0000312348-01-500046.hdr.sgml : 20010514 ACCESSION NUMBER: 0000312348-01-500046 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010511 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEABULK INTERNATIONAL INC CENTRAL INDEX KEY: 0000922341 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 650524593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46833 FILM NUMBER: 1629532 BUSINESS ADDRESS: STREET 1: 2200 ELLER DR BLDG 27 STREET 2: PO BOX 13038 CITY: FORT LAUDERDALE STATE: FL ZIP: 33316 BUSINESS PHONE: 954-524-4200 MAIL ADDRESS: STREET 1: 2200 ELLER DR BLDG 27 CITY: FT LAUDERDALE STATE: FL ZIP: 33316 FORMER COMPANY: FORMER CONFORMED NAME: HVIDE MARINE INC DATE OF NAME CHANGE: 19940427 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOOMIS SAYLES & CO L P CENTRAL INDEX KEY: 0000312348 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE FINANCIAL CTR STREET 2: 43RD PLACE CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 0000000000 MAIL ADDRESS: STREET 1: ONE FINANCIAL CENTER STREET 2: 43RD PLACE CITY: BOSTON STATE: MA ZIP: 02111 FORMER COMPANY: FORMER CONFORMED NAME: LOOMIS SAYLES & CO INC DATE OF NAME CHANGE: 19920929 SC 13D/A 1 sea13da.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Seabulk International Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Seabulk International Inc. Common Stock, par value $.01 per share, and Warrants exercisable for Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 81169P101 (Common Stock) 81169P127 (144A Warrants) 81169P119 (Warrants) (CUSIP Numbers) Sandra P. Tichenor, Esq. Loomis, Sayles & Company, L.P. One Financial Center Boston, MA 02111 (617) 482-2450 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 15, 1999 (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 the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 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). SCHEDULE 13D CUSIP Nos. Page 2 of 10 Pages 81169P101 (Common Stock) 81169P127 (144A Warrants) 81169P119 (Warrants) NAME OF REPORTING PERSON 1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loomis, Sayles & Company, L.P. Employer ID No. 04-3200030 (a) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS* 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 7. SOLE VOTING POWER NUMBER OF 5,176,229 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER 378,855 9. SOLE DISPOSITIVE POWER 5,863,539 10. SHARED DISPOSITIVE POWER none AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 11. PERSON 5,863,539 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.80% 14. TYPE OF REPORTING PERSON* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! -3- SCHEDULE 13D CUSIP Nos. Page 4 of 10 Pages 81169P101 (Common Stock) 81169P127 (144A Warrants) 81169P119 (Warrants) NAME OF REPORTING PERSON 1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loomis, Sayles & Company, Inc. Employer ID No. 04-3200391 (a) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS* 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 Massachusetts 7. SOLE VOTING POWER NUMBER OF 5,176,229 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER 378,855 9. SOLE DISPOSITIVE POWER 5,863,539 10. SHARED DISPOSITIVE POWER none AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 11. PERSON 5,863,539 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.80% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! -5- SCHEDULE 13D Seabulk International Inc. ITEM 1. SECURITY AND ISSUER. This Schedule 13D pertains to shares of Common Stock, par value $.01 ("Common Stock") and Common Stock issuable upon the exercise of Class A warrants and Rule 144A warrants (collectively, the "Warrants") of Seabulk International Inc. (the "Issuer"). The Issuer's address is Seabulk International Inc., 2200 Eller Drive, PO Box 13038 Fort Lauderdale, FL 33316 ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is being filed by Loomis, Sayles & Company, L.P., a Delaware limited partnership ("Loomis"), and its general partner, Loomis, Sayles & Company, Inc., a Massachusetts corporation ("LS Inc." and, together with Loomis, the "Loomis Entities"). The address of the principal executive offices and the principal business of the Loomis Entities is One Financial Center, Boston, Massachusetts 02111. Loomis is an investment adviser registered under the Investment Advisers Act of 1940, as amended. LS Inc. is a single purpose entity that acts as the general partner of Loomis. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Loomis acts as investment adviser to certain managed accounts (the "Managed Accounts"), which received the Common Stock and the Warrants (the Common Stock and the Warrants together being referred to as the "Account Shares"). Pursuant to a plan of reorganization under Chapter 11 of the Bankruptcy Code (the "Plan"), the Managed Accounts received the Account Shares in exchange for (i) certain securities of the Issuer previously held by the Managed Accounts and (ii) additional consideration paid by Loomis for certain debt securities of the Issuer and Warrants exercisable for a total of 207,200 shares of Common Stock. The effective date of the Plan (the "Effective Date") was December 15, 1999. -6- ITEM 4. PURPOSE OF THE TRANSACTION. As described in Item 3, the Managed Accounts received the Account Shares in exchange for certain securities of the Issuer pursuant to the Plan. The Account Shares and the securities of the Issuer that the Managed Accounts previously held were acquired for investment purposes and not with the purpose of changing or influencing control of the issuer. Although the bankruptcy trustee appointed a Loomis official to the creditors' committee that represented certain creditors of the Issuer in conjunction with the development of the Plan, Loomis disclaims any present intent to change or influence control of the management of the issuer. The Loomis Entities have no present plan or proposal to acquire additional shares of Common Stock, whether on behalf of the Managed Accounts or otherwise. In the ordinary course of business, however, the Loomis Entities may purchase or acquire additional shares of Common Stock (or warrants or other securities exercisable for or convertible into Common Stock) or sell, transfer, or otherwise dispose of Common Stock currently held in the Managed Accounts or Common Stock (or warrants or securities exercisable for or convertible into Common Stock) subsequently acquired by the Loomis Entities, whether on behalf of the Managed Accounts or otherwise. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The Account Shares consist of 5,659,098 shares of Common Stock and a total of 207,200 shares of Common Stock issuable upon exercise of the Warrants. The Account Shares comprise 57.80% of the issued and outstanding Common Stock. The Account Shares have the following characteristics: Sole voting power: 5,176,229 shares Shared voting power: 378,855 shares -7- Sole dispositive power: 5,863,539 shares Shared dispositive power: none Each of the Managed Accounts has the sole right to receive and direct the receipt of dividends in respect of, and to receive proceeds from the sale of, the Account Shares owned by such Managed Accounts. Loomis holds the Account Shares on behalf of a number of Managed Accounts, two of which have a pecuniary interest in more than 5% of the issued and outstanding Common Stock as of the date of this filing. Owners of the Managed Accounts have given Loomis full discretion to manage the Managed Accounts through advisory agreements. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER. Loomis manages the Managed Accounts under advisory agreements that provide clients with the right to terminate their investment advisory relationship with Loomis upon written notice. Termination may take effect immediately, upon receipt of the notice, or at a future date as specified in the notice to Loomis, depending upon the terms of the particular advisory agreement. The owners of the Managed Accounts will have the right to receive all dividends, profits, distributions, and economic benefits in respect of the Common Stock held in the Managed Accounts. On the Effective Date, Loomis and the Issuer entered into a registration rights agreement that provides the following, among other things: (i) the Issuer will, if eligible, file a shelf registration statement (the "SRS") with the Securities and Exchange Commission for the purpose of allowing the unrestricted resale of the Common Stock; (ii) the Issuer will file the SRS within 60 days after the Effective Date and obtain the effectiveness of the SRS within 120 days after the Effective Date; (iii) to the extent that the SRS is ineffective, Loomis shall have the right to demand registration at such time(s); (iv) Loomis will have piggyback rights to participate in capital market transactions initiated by or on behalf of the Issuer; and (v) the Issuer will use its reasonable best efforts to list the Common Stock on a national exchange or for quotation on NASDAQ and will in any event obtain and maintain a trading symbol for the Common Stock. The disclosure in this Item regarding the provisions of certain agreements is a summary only and does not purport to be complete. The agreements should be reviewed for a complete recitation of their respective terms and provisions. -8- ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.* Not Applicable 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: May 11, 2001 LOOMIS, SAYLES & COMPANY, L.P. By: PETER GIANNAKOULIS ------------------------------------- Name: Peter Giannakoulis Title: Securities Trading Manager LOOMIS, SAYLES & COMPANY, INC. By: PETER GIANNAKOULIS ------------------------------------- Name: Peter Giannakoulis Title: Securities Trading Manager -----END PRIVACY-ENHANCED MESSAGE-----