-----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, Ve3pEJGQL6RSZtZZ78wmC9rbpHNsgBCGEHozL6N3rG2RuF3IN+uoCJHO1OgN4P2m DfbYyMcKbZbNsYc9LgGflg== 0000950127-03-001441.txt : 20031222 0000950127-03-001441.hdr.sgml : 20031222 20031222155726 ACCESSION NUMBER: 0000950127-03-001441 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031203 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: 031067741 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 a3633268_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 December, 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-F0 --- --- 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 December 3, 2003, announcing the sale of the registrant's ROV drill support business. 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 OF DECEMBER 3, 2003 Stolt Offshore S.A. [Graphic omitted] NEWS RELEASE Contacts: Julian Thomson/Fiona Harris US +1 877 603 0267 (toll free) UK +44 1224 718436 julian.thomson@stoltoffshore.com Patrick Handley UK +44 207 396 5395 phandley@brunswickgroup.com Tim Payne US +1 212 333 3810 tpayne@brunswickgroup.com Stolt Offshore S.A. Sells its Drill-Support ROV Business London, England - December 3, 2003 - Stolt Offshore S.A. (NasdaqNM: SOSA; Oslo Stock Exchange: STO) announced today that it has signed Heads of Agreement with Oceaneering International Inc. for the sale of its ROV drill support business, consisting of a fleet of Remotely Operated Vehicles (ROV's) and their ancillaries, together with related contracts and employees. The transaction, which has a value of approximately $50 million before minority interests, is subject to due diligence. Tom Ehret, Chief Executive Officer of Stolt Offshore S.A., said, "This sale is part of our programme of disposals of non-core assets and businesses. It includes drill support ROV's and contracts in place in the North Sea, The Americas, and West Africa. Stolt Offshore will continue to be a major operator of ROV's in relation to our offshore construction business. We are happy to see our ROV drill support employees and assets going to a market leader in this segment." ******************************************************************************** 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-----