-----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, NeK+2kd/ni0jBJWyj6kJWsi0/hUbLwiMIYOHxgB8IJysw/8qBN00tigGP9Fg2RGa MURSmMTCFWqwxZET5PwI6w== 0000950127-03-001437.txt : 20031222 0000950127-03-001437.hdr.sgml : 20031222 20031222120402 ACCESSION NUMBER: 0000950127-03-001437 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031128 FILED AS OF DATE: 20031222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STOLT OFFSHORE S A CENTRAL INDEX KEY: 0000898685 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21742 FILM NUMBER: 031066936 BUSINESS ADDRESS: STREET 1: C/O STOLT COMEX SEAWAY MS LTD STREET 2: BUCKSBURN HOUSE HOWES RD BUCKSBURN CITY: ABERDEEN STATE: L2 ZIP: AB21 9RQ BUSINESS PHONE: 2036253667 MAIL ADDRESS: STREET 1: C/O STOLT COMEX SEAWAY M S LTD STREET 2: BUCKSBURN HOUSE HOWES ROAD BUCKSBURN CITY: ABERDEEN STATE: L2 ZIP: AB21 9RQ FORMER COMPANY: FORMER CONFORMED NAME: STOLT COMEX SEAWAY S A DATE OF NAME CHANGE: 19930315 6-K 1 a3633243_6-k.txt REPORT OF FOREIGN PRIVATE ISSUER SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of November, 2003 Commission File Number: 000-21742 Stolt Offshore S.A. ----------------------------------------------- (Translation of registrant's name into English) c/o Stolt Offshore M.S. Ltd. Dolphin House Windmill Road Sunbury-on-Thames Middlesex, TW16 7HT, England (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F X Form 40-F --- --- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): __ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): __ Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X --- --- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________ In accordance with General Instruction B, item (i), attached herewith is a press release, dated November 28, 2003, announcing guidance on the registrant's financial performance for the twelve months ending November 30, 2003 and an update. The press release furnished pursuant to this Form 6-K shall be deemed to be incorporated by reference into the registrant's Registration Statement on Form F-3 (No. 333-86288) and to be a part of such registration statement from the date of the filing thereof, to the extent not superseded by documents or reports subsequently filed. Certain statements contained in the press release furnished pursuant to this Form 6-K may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements may be identified by the use of words like "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "project," "will," "should," "seek," and similar expressions. The forward-looking statements reflect our current views and assumptions and are subject to risks and uncertainties. The following factors, and others which are discussed in our public filings and submissions with the U.S. Securities and Exchange Commission, are among those that may cause actual and future results and trends to differ materially from our forward-looking statements: the terms, conditions and amount of our indebtedness; our ability to restructure our indebtedness; our ability to recover costs on significant projects; the general economic conditions and competition in the markets and businesses in which we operate; our relationship with significant customers; the outcome of legal proceedings; uncertainties inherent in operating internationally; the impact of laws and regulations; and operating hazards, including spills and environmental damage. Many of these factors are beyond our ability to control or predict. Given these factors, you should not place undue reliance on the forward-looking statements. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. STOLT OFFSHORE S.A. Date: December 22, 2003 By: /s/ Alan B. Winsor --------------------------------- Name: Alan B. Winsor Title: Attorney-in-Fact EX-99.1 3 exh_99-1.txt PRESS RELEASE Stolt Offshore S.A. [Graphic omitted] NEWS RELEASE Contacts: Julian Thomson/Fiona Harris Stolt Offshore S.A. US +1 877 603 0267 (toll free) UK +44 1224 718436 julian.thomson@stoltoffshore.com Patrick Handley (UK)/Tim Payne (US) Brunswick Group UK +44 207 404 5959 US +1 212 333 3810 phandley@brunswickgroup.com tpayne@brunswickgroup.com Stolt Offshore S.A. Earnings Guidance and Update London, England - November 28, 2003 - Stolt Offshore S.A. (Nasdaq NM: SOSA: Oslo Stock Exchange: STO) today provides guidance on financial performance for the twelve months ending November 30, 2003, together with an update on current trading. Earnings Guidance Stolt Offshore's net loss for 2003 is expected to be between $400 million and $450 million. This figure reflects project losses, asset write-downs, non-recurring restructuring charges and provisions resulting from a more conservative view being adopted in respect of revenue recognition. This latter point, taken together with current negotiations with clients on 2003 receivables, accounts for the range in estimated losses. Losses on Legacy Contracts: Losses on the Burullus, OGGS and Bonga projects are now estimated to be in the region of $170 million in 2003. Work programmes on Burullus and OGGS are now complete, with Bonga 70% finished and due to complete in Q2 2004. For the remainder of the Bonga project, Stolt Offshore has agreed to an incentive scheme with the client, SNEPCO, which provides the potential for future revenue gains. Stolt Offshore has initiated arbitration proceedings against the Algonquin Gas Transmission Company, a Duke Energy subsidiary, in pursuit of a resolution for the Hubline project. The parties are organising a parallel mediation process in an attempt to reach a settlement. Asset Write-downs: Following the conclusion of a thorough review of certain businesses and the asset base, Stolt Offshore will recognise a non-cash write-down of approximately $180 million in Q4. This figure includes an impairment of the anticipated value of assets already offered for sale. Corporate Reorganisation: Stolt Offshore will recognise Blueprint implementation costs of up to $25 million in 2003. These costs reflect, in part, the Company's plans to reduce the total workforce by 21% from its existing level of 7,000. Some 1,100 posts would be affected as a result of the disposal programme, and a further head count reduction of 400 is planned through restructuring Stolt Offshore's Regional Businesses. The estimated reduction in the Company's annual Sales, General and Administrative costs is 15% or $15 million. Revenue Recognition: While it is currently in full compliance with US GAAP, the Company has decided to apply more conservative criteria to the probability of outcome in respect of the relevant standard on revenue recognition. The change means that Stolt Offshore will record a provision of between $25 million and $75 million in 2003 with regard to the revenue already recognised, but for which formal agreement has not yet been obtained from the client. The extent of the provision will depend on the outcome of ongoing client negotiations. Tom Ehret, Chief Executive Officer, Stolt Offshore, said: "Stolt Offshore's trading losses for 2003 are primarily associated with legacy contracts now largely behind us. They represent lessons painfully learned about the importance of sound contractual discipline and margin protection; disciplines now fully incorporated into the Company's working practices. The scale of the overall loss reflects firm action to reposition the Company's asset base and balance sheet - namely write-downs against asset values, claims and variation orders. Stolt Offshore is now moving forward with a targeted commercial strategy." Update Asset Disposals: Negotiations with potential purchasers of the businesses and assets for sale indicate that Stolt Offshore is likely to reach its proceeds target of $100 million to $150 million. These proceeds will be recognised in 2004. Financial Restructuring: Stolt Offshore continues to make progress in negotiations with its lenders and as reported on November 27, the Company has obtained an extension from November 26 until December 15 of the waiver of covenants to facilitate this process. Stolt Offshore has appointed a Chief Restructuring Officer from AlixPartners and retained ABG Sundal Collier to assist in the restructuring process. The objective is to achieve an appropriate longer term solution in Q1 2004. Current Trading: The offshore contracting industry continues to experience subdued markets in Q4 2003 and visibility for 2004 remains near term. However, Stolt Offshore has maintained its competitive position with inclusion on every major bid list that it has sought to contest. The recently announced contract from the Ormen Lange license group is a significant vote of confidence in the Company. Conference call information as follows:
- ----------------------------------------------------------------------------------------------------------------------- Conference Call Information Replay Facility details - ----------------------------------------------------------------------------------------------------------------------- Lines will open 10 minutes prior to conference call This facility is available from 5pm GMT (1200 EST) Friday Date : Friday, November 28, 2003 November 28th, until 10pm GMT (5pm EST), December 5th, 2003. Time : 2pm BST (9am EST) Freephone Dial In Numbers: Dialing from the UK : 0800 953 1533 UK : 0800 953 0938 USA : 1 866 389 9773 Dialing from the US : 1 866 276 1167 Norway : 800 165 33 France : 0805 110 466 International Dial In: 44 1452 55 00 00 Italy : 800 783 256 Netherlands: 0800 023 4993 Passcode : 701149# International Dial In : +44 1452 569113 Reservation No : 701149 - ----------------------------------------------------------------------------------------------------------------------- Alternatively a live webcast and a playback facility will be available on the Company's website www.stoltoffshore.com - -----------------------------------------------------------------------------------------------------------------------
******************************************************************************** Stolt Offshore is a leading offshore contractor to the oil and gas industry, specialising in technologically sophisticated deepwater engineering, flowline and pipeline lay, construction, inspection and maintenance services. The Company operates in Europe, the Middle East, West Africa, Asia Pacific, and the Americas ******************************************************************************** Forward-Looking Statements: Certain statements made in this press release may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements may be identified by the use of words like "anticipate", "believe", "estimate", "expect", "intend", "may", "plan", "project", "will", "should", "seek", and similar expressions. The forward-looking statements reflect our current views and assumptions and are subject to risks and uncertainties. The following factors, and others which are discussed in our public filings and submissions with the U.S. Securities and Exchange Commission, are among those that may cause actual and future results and trends to differ materially from our forward-looking statements: the terms, conditions and amount of our indebtedness; our ability to recover costs on significant projects; the general economic conditions and competition in the markets and businesses in which we operate; our relationship with significant customers; the outcome of legal proceedings; uncertainties inherent in operating internationally; the impact of laws and regulations; and operating hazards, including spills and environmental damage. Many of these factors are beyond our ability to control or predict. Given these factors, you should not place undue reliance on the forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----