-----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, C+9pY5EnJi1jPRtAE3FJc1AfvMs3nEY7Rexx2yCK5YxRW0vlWYv52lU61e+R4YkS AFXRgC3edA1rEKn5spaqOA== 0000806085-04-000099.txt : 20040519 0000806085-04-000099.hdr.sgml : 20040519 20040519164114 ACCESSION NUMBER: 0000806085-04-000099 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040519 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: 04819065 BUSINESS ADDRESS: STREET 1: 4400 POST OAK PARKWAY STREET 2: STE 1170 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7139639522 MAIL ADDRESS: STREET 1: 4400 POST OAK PARKWAY STREET 2: STE 1170 CITY: HOUSTON STATE: TX ZIP: 77027 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 f04-05_1913da3gmrk.txt GULFMARK OFFSHORE INC. SC 13D/A3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 3 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) May 14, 2004 (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 3,860,452* 8) Shared Voting Power -0- 9) Sole Dispositive Power 3,860,452* 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,860,452* 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row (11) 19.26% 14) Type of Reporting Person HC/CO * Reflects 2-for-1 stock split on June 30, 2002. 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 4400 Post Oak Parkway, Suite 1170, Houston, Texas 77027-3414. 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 On June 30, 2002, Gulfmark Offshore effected a two-for-one common stock split. Since the filing of the Reporting Person's Amendment No.2 to Schedule 13D on March 18, 2002, 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 20,042,519 shares of Common Stock outstanding as of May 7, 2004, 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 May 14, 2004, SOS Partners made a distribution of 200,000 shares of the Common Stock to its partners as follows: Holdings 177,500 David J. Butters 11,250 Robert B. Millard 11,250 On May 14, 2004, Holdings donated the 177,500 shares of Common Stock received in the distribution 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 currently intends to sell all of such shares pursuant to Rule 144 under the Securities Act of 1933, as amended, within a reasonable time. (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 ( filed herewith) 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: March 19, 2004 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. Former Chief Executive Officer, 745 Seventh Avenue Vodaphone Group 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 Financial Officer 745 Seventh Avenue New York, New York 10019 Joseph M. Gregory Lehman Brothers Holdings Inc. Chief Operating Officer 745 Seventh Avenue New York, New York 10019 Bradley H. Jack Lehman Brothers Holdings Inc. Chief Operating Officer 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. EXHIBIT INDEX Partnership Agreement of SOS Partners, dated as of September 6, 1989 EX-99 2 f04-05_1913da3gmrkpa.txt PARTNERSHIP AGREEMENT PARTNERSHIP AGREEMENT of SHEARSON OIL SERVICES PARTNERS THE UNDERSIGNED (the "Partners") are executing this Partnership Agreement ("Agreement") for the purpose of memorializing the formation of a partnership (the "Partnership") entered into on September 6, 1989), and do hereby certify and agree as follows: 1. Name. The name of the Partnership shall be Shearson Oil Services Partners. 2. Purpose. The purpose of the Partnership shall be, directly or indirectly through subsidiaries or affiliates, to acquire, hold, sell, transfer, exchange, pledge and dispose of stock in each of Energy Ventures, Inc. (which subsequently merged into Weatherford International, Inc.) and Gulf Applied Technologies, Inc. (which subsequently was renamed Gulfmark International, Inc.) (the "Investments") and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Investments, including, without limitation, the voting of the Investments, the institution and settlement or compromise of suits and administrative proceedings and other similar matters andto do all things incidental or ancillary thereto. 3. Offices. The principal place of business and office of the Partnership shall be located at, and the Partnership's business shall be conducted from, such place or places as Lehman Brothers Holdings Inc. (together with its subsidiaries, "LBHI") may designate to the Partners from time to time. 4. Partners. The name and business or residence address of each Partner of the Partnership are as set forth on Schedule A attached hereto. 5. Term. The term of the Partnership commenced on September 6, 1989 and shall continue until dissolution of the Partnership in accordance with Section 12 of this Agreement. 6. Management of the Partnership. LBHI shall have the exclusive right to manage the business of the Partnership, including the right to purchase and dispose of all or any portion of the Investments at any time and from time to time, and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Partnership. LBHI may appoint, employ, or otherwise contract with any persons or entities for the transaction of the business of the Partnership or the performance of services for or on behalf of the Partnership, and LBHI may delegate to any such person or entity such authority to act on behalf of the Partnership as LBHI may from time to time deem appropriate. It is the intent of the Partners that LBHI shall designate Robert Millard and David Butters to manage the affairs of the Partnership. LBHI may hold the Investments in its name on behalf of the Partnership. 7. Capital Contributions. All capital contributions (which as of the date hereof equal $17,151,130) shall be made by LBHI. 8. Assignments of Partnership Interest. No Partner may transfer all or any part of its interest in the Partnership, nor shall any Partner have the power to substitute a transferee in its place as a substitute Partner, without, in either event, having obtained theconsent of all of the other Partners; provided that LBHI may transfer all or part of its interest to any one or more of its affiliates. 9. Withdrawal. No Partner shall have the right to withdraw from the Partnership except with the consent of the other Partners and upon such terms and conditions as may be specifically agreed upon between Partners. The provisions hereof with respect to distributions upon withdrawal are exclusive and no Partner shall be entitled to claim any further or different distribution upon withdrawal. 10. Allocations and Distributions. a) All items of Partnership income, gain, loss, deduction and credit shall be made at such times as LBHI may determine in the following order of priority: i)First, to LBHI, until LBHI has received distributions pursuant to this Section 10(a)(i) equal to all capital contributions made by LBHI to the Partnership plus a return on such capital contributions equal to LBHI's cost of funds; and ii)Thereafter, to the Partners in accordance with the Profit Percentages set forth on Schedule A hereto. b) All distributions of cash shall be made consistent with the allocation of income and loss as set forth in Section 10(a) above. 11. Return of Capital. No Partner has the right to receive, and LBHI has absolute discretion to make, any distributions to a Partner which include a return of all or any part of such Partner's capital contribution, provided that upon the dissolution of the Partnership, the assets of the Partnership shall be distributed in the same manner as distributions under Section 10(a). 12. Dissolution. The Partnership shall be dissolved and its affairs wound up and terminated upon the determination of the Partners to dissolve the Partnership. 13. Amendments. This Agreement may be amended only upon written consent of all Partners. 14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of September 22, 2000. By: Lehman Brothers Holdings, Inc. By: /s/ Edward Grieb Name: Edward Grieb Title: Assistant Controller By: /s/ Robert Millard Robert Millard By: /s/ David Butters David Butters SCHEDULE A A. PARTNERS Name & Address Lehman Brothers Holdings Inc. 3 World Financial Center New York, NY 10285 Attention: Ed Grieb Robert Millard c/o Lehman Brothers Holdings Inc. 3 World Financial Center New York, NY 10285 David Butters c/o Lehman Brothers Holdings Inc. 3 World Financial Center New York, NY 10285 B. PROFITS PERCENTAGES Lehman Brothers Holdings Inc. 88.75% Robert Millard 5.625% David Butters 5.625% -----END PRIVACY-ENHANCED MESSAGE-----