SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
(RULE 13D-101)
(AMENDMENT NO. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
SEABULK INTERNATIONAL, INC.
---------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
---------------------------------------
(Title of Class of Securities)
81169P101
---------
(CUSIP Number)
Nautilus Acquisition, L.P.
c/o Credit Suisse First Boston Private Equity, Inc.
Eleven Madison Avenue
New York, New York 10010
Attention: Ivy Dodes
Credit Suisse First Boston,
on behalf of the investment banking business of the
Credit Suisse First Boston business unit
Eleven Madison Avenue
New York, New York 10010
Attention: Ivy Dodes
---------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
September 13, 2002
------------------
(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 Rule 13d-1(e), (f) or (g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
NY2:\1185577\04\P#SP04!.DOC\41753.0064
========== =============================================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
NAUTILUS ACQUISITION, L.P.
---------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
---------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00 - CONTRIBUTIONS FROM PARTNERS
---------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
---------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------- --------- ----------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES SEE ITEM 5
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------- --------- ----------------------------------------------------------
8 SHARED VOTING POWER
SEE ITEM 5
--------------------------------------------------- --------- ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
SEE ITEM 5
--------------------------------------------------- --------- ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
---------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
---------- -------------------------------------------------------------------------------------------------------------
2
========== =============================================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
NAUTILUS INTERMEDIARY, L.P.
---------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
---------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00 - CONTRIBUTIONS FROM PARTNERS
---------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
---------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------- --------- ----------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES SEE ITEM 5
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------- --------- ----------------------------------------------------------
8 SHARED VOTING POWER
SEE ITEM 5
--------------------------------------------------- --------- ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
SEE ITEM 5
--------------------------------------------------- --------- ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
---------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
---------- -------------------------------------------------------------------------------------------------------------
3
========== =============================================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
NAUTILUS AIV, L.P.
---------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
---------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00 - CONTRIBUTIONS FROM PARTNERS
---------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
---------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------- --------- ----------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES SEE ITEM 5
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------- --------- ----------------------------------------------------------
8 SHARED VOTING POWER
SEE ITEM 5
--------------------------------------------------- --------- ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
SEE ITEM 5
--------------------------------------------------- --------- ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
---------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
---------- -------------------------------------------------------------------------------------------------------------
4
========== =============================================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
NAUTILUS GP, LLC
---------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
---------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
---------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
---------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------- --------- ----------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES SEE ITEM 5
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------- --------- ----------------------------------------------------------
8 SHARED VOTING POWER
SEE ITEM 5
--------------------------------------------------- --------- ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
SEE ITEM 5
--------------------------------------------------- --------- ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
---------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
---------- -------------------------------------------------------------------------------------------------------------
5
========== =============================================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
CREDIT SUISSE FIRST BOSTON PRIVATE EQUITY, INC.
---------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
---------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
---------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
---------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------- --------- ----------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES SEE ITEM 5
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------- --------- ----------------------------------------------------------
8 SHARED VOTING POWER
SEE ITEM 5
--------------------------------------------------- --------- ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
SEE ITEM 5
--------------------------------------------------- --------- ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
---------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
---------- -------------------------------------------------------------------------------------------------------------
6
========== =============================================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
W.M. CRAIG
---------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
---------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
---------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
---------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
--------------------------------------------------- --------- ----------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES SEE ITEM 5
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------- --------- ----------------------------------------------------------
8 SHARED VOTING POWER
SEE ITEM 5
--------------------------------------------------- --------- ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
SEE ITEM 5
--------------------------------------------------- --------- ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
---------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
---------- -------------------------------------------------------------------------------------------------------------
7
========== =============================================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
JONATHAN DEAN
---------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
---------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
---------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
---------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
--------------------------------------------------- --------- ----------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES SEE ITEM 5
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------- --------- ----------------------------------------------------------
8 SHARED VOTING POWER
SEE ITEM 5
--------------------------------------------------- --------- ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
SEE ITEM 5
--------------------------------------------------- --------- ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
---------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
---------- -------------------------------------------------------------------------------------------------------------
8
========== =============================================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
KENNETH V. HUSEMAN
---------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
---------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
---------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
---------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
--------------------------------------------------- --------- ----------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES SEE ITEM 5
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------- --------- ----------------------------------------------------------
8 SHARED VOTING POWER
SEE ITEM 5
--------------------------------------------------- --------- ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
SEE ITEM 5
--------------------------------------------------- --------- ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
---------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
---------- -------------------------------------------------------------------------------------------------------------
9
========== =============================================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
CREDIT SUISSE FIRST BOSTON SOLELY ON BEHALF ON THE INVESTMENT BANKING
BUSINESS OF THE CREDIT SUISSE FIRST BOSTON BUSINESS UNIT
---------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
---------- -------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------- -------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00 - CONTRIBUTIONS FROM PARTNERS
---------- -------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
---------- -------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------- --------- ----------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES SEE ITEM 5
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------- --------- ----------------------------------------------------------
8 SHARED VOTING POWER
SEE ITEM 5
--------------------------------------------------- --------- ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
SEE ITEM 5
--------------------------------------------------- --------- ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
---------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
SEE ITEM 5
---------- -------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
BK, HC, OO
---------- -------------------------------------------------------------------------------------------------------------
10
This Amendment No. 1 amends and restates in its entirety the
Statement on Schedule 13D dated July 15, 2002 filed by (1) Nautilus Acquisition,
L.P., a Delaware limited partnership; (2) Nautilus Intermediary, L.P., a
Delaware limited partnership; (3) DLJ Merchant Banking Partners III, L.P., a
Delaware limited partnership ("Partners III"); (4) Nautilus GP, LLC, a Delaware
limited liability company; and (5) Credit Suisse First Boston, a Swiss bank (the
"Bank"), on behalf of itself and its subsidiaries, to the extent that they
constitute part of the investment banking business (the "CSFB Entities") of the
Credit Suisse First Boston business unit. This Amendment is being filed by each
of the foregoing persons, except that Partners III is a reporting person only to
the extent it is considered a CSFB Entity, Nautilus AIV, L.P., a Delaware
limited partnership ("Nautilus AIV"), Credit Suisse First Boston Private Equity,
Inc., a Delaware corporation ("CSFBPE"), W.M. Craig, Jonathan Dean and Kenneth
V. Huseman.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $0.01 per share
(the "Common Stock"), of Seabulk International, Inc. (the "Company").
The Company's principal executive office is located at 2200 Eller
Drive, Fort Lauderdale, Florida 33316.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed jointly on behalf of the following
persons (collectively, the "Reporting Persons"): (1) Nautilus Acquisition, L.P.,
a Delaware limited partnership ("Nautilus"); (2) Nautilus Intermediary, L.P., a
Delaware limited partnership ("Nautilus Intermediary"); (3) Nautilus AIV, L.P.
("Nautilus AIV"); (4) Nautilus GP, LLC, a Delaware limited liability company
("Nautilus Special GP"); (5) Credit Suisse First Boston Private Equity, Inc.
("CSFBPE" and, together with Nautilus, Nautilus Intermediary, Nautilus AIV and
Nautilus Special GP, the "Nautilus Entities"); (6) W.M. Craig ("Craig"); (7)
Jonathan Dean ("Dean"); (8) Kenneth V. Huseman ("Huseman"); and (9) Credit
Suisse First Boston, a Swiss bank (the "Bank"), on behalf of itself and its
subsidiaries, to the extent that they constitute part of the investment banking
business (the "CSFB Entities") of the Credit Suisse First Boston business unit.
Nautilus is a Delaware limited partnership which was formed to
purchase securities of the Company. Nautilus Intermediary is the general partner
of Nautilus.
Nautilus Intermediary is a Delaware limited partnership which was
formed to be the general partner of Nautilus. Nautilus AIV is the general
partner of Nautilus Intermediary.
Nautilus AIV is a Delaware limited partnership which was formed as an
alternative investment vehicle for certain limited partners of DLJ Merchant
Banking Partners III, L.P. ("Partners III"). Nautilus Special GP is the managing
general partner of Nautilus AIV and will have exclusive management rights and
decision making authority (including voting and dispositive power) with respect
to the investment in the Company. The members of Nautilus Special GP are Craig,
Dean, Huseman and CSFBPE. DLJ Merchant Banking III, L.P. ("MBP III LP"), is also
a general partner of Nautilus AIV, however, it does not have any decision making
authority (including voting and dispositive power) with respect to the
investment in the Company.
CSFBPE is a Delaware corporation. CSFBPE's principal business is as a
holding company of private equity businesses for Credit Suisse First Boston. The
address of the principal business and office of CSFBPE is Eleven Madison Avenue,
New York, New York 10010.
Craig is a citizen of the United States and is retired. His address
is 1716 NW Farewell Drive, Bend, OR. Craig disclaims any beneficial ownership of
the securities to which this statement relates.
11
Dean is a citizen of the United States and is retired. His address is
406 Colvin Run Road, Great Falls, VA. Dean disclaims any beneficial ownership of
the securities to which this statement relates.
Huseman is a citizen of the United States and is the President and
Chief Executive Officer for BASiC Energy Services. His business address is 406
N. Big Spring, Midland, TX. Huseman disclaims any beneficial ownership of the
securities to which this statement relates.
Partners III is a Delaware limited partnership which makes
investments for long term appreciation. MBP III LP is the Associate General
Partner of Partners III and DLJ Merchant Banking III, Inc., a Delaware
corporation ("MPIII Inc."), is the Managing General Partner of Partners III.
The address of the principal business and office of each of the
Nautilus Entities is c/o Credit Suisse First Boston Private Equity, Inc., Eleven
Madison Avenue, New York, New York 10010.
While the CSFB Entities, including Partners III, MBP III LP, MPIII
Inc. and the entities listed below, disclaim beneficial ownership of the
securities to which this statement relates, as a result of the relationship of
the CSFB Entities to, and the pecuniary interest of the CSFB Entities in,
Partners III, Nautilus AIV and CSFBPE as described in this statement, such
entities may be deemed to beneficially own the securities to which this
statement relates.
CSFBPE, is the sole stockholder of MPIII Inc. Credit Suisse First
Boston (USA), Inc., a Delaware corporation and holding company ("CSFB-USA"), is
the sole stockholder of CSFBPE. The address of the principal business and office
of CSFB-USA is Eleven Madison Avenue, New York, New York 10010. In addition,
CSFB-USA is the sole stockholder of Credit Suisse First Boston Corporation
("CSFBC"), a Massachusetts corporation and registered broker-dealer. The address
of the principal business and office of CSFBC is Eleven Madison Avenue, New
York, New York 10010.
Credit Suisse First Boston, Inc., a Delaware corporation ("CSFBI"),
is the sole stockholder of CSFB-USA. The address of the principal business and
office of CSFBI is Eleven Madison Avenue, New York, New York 10010. The Bank
owns directly a majority of the voting stock and all of the non-voting stock of
CSFBI.
In accordance with Securities and Exchange Commission Release No.
34-39538 (January 12, 1998), this Schedule 13D is being filed by the Bank on
behalf of the CSFB Entities of the Credit Suisse First Boston business unit (the
"CSFB business unit"). The CSFB business unit is also comprised of an asset
management business ("Asset Management"). The CSFB Entities provide financial
advisory and capital raising services, sales and trading for users and suppliers
of capital around the world and invests in and manages private equity and
venture capital funds. Asset Management provides asset management and investment
advisory services to institutional, mutual fund and private investors worldwide.
The address of the Bank's principal business and office is Uetlibergstrasse 231,
P.O. Box 900, CH 8070 Zurich, Switzerland.
Credit Suisse Group, a corporation formed under the laws of
Switzerland ("CSG"), a global financial services company, comprised of the
Credit Suisse First Boston business unit and the Credit Suisse Financial
Services business unit, is the parent company of the Bank, and the direct owner
of the remainder of the voting stock of CSFBI. CSG's business address is
Paradeplatz 8, P.O. Box 1, CH 8070 Zurich, Switzerland.
CSG, for purposes of the federal securities laws, may be deemed
ultimately to control the Bank and the other CSFB Entities. CSG, its executive
officers and directors, and its direct and indirect subsidiaries (including
Asset Management and the Credit Suisse Financial Services business unit) may
beneficially own securities of the Company, and such securities are not reported
in this statement. CSG disclaims beneficial ownership of shares of Common Stock
beneficially owned by its direct and indirect subsidiaries, including the
Nautilus Entities and the CSFB Entities. The Nautilus Entities, the CSFB
12
Entities and the Bank disclaim beneficial ownership of shares of Common Stock
beneficially owned by CSG, Asset Management and the Credit Suisse Financial
Services business unit.
The name, business address, citizenship and title of each executive
officer or director of MPIII, Inc., CSFBPE, CSFB-USA, CSFBC and the CSFB
Entities that are corporations are set forth in Schedules A-1 through A-6
attached hereto, each of which is incorporated by reference.
Except as otherwise provided herein, during the past five (5) years,
neither any of the Reporting Persons nor, to the best knowledge of any of the
Reporting Persons, any person listed on the schedules hereto has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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 United States
federal or state securities laws or finding any violation with respect to such
laws.
On January 22, 2002, CSFBC, without admitting or denying any alleged
violation, entered into coordinated settlements with NASD Regulation, Inc.
("NASDR") and the Securities and Exchange Commission ("SEC") resolving all
outstanding investigations of CSFBC into the allocation of shares in initial
public offerings ("IPOs"). CSFB-USA is the sole stockholder of CSFBC.
CSFBC consented to these settlements without admitting or denying any
of the allegations made in the SEC's Complaint or the Letter of Acceptance,
Waiver and Consent ("AWC") filed with the NASDR. The SEC and NASDR alleged that,
between April 1999 and June 2000, certain CSFBC employees allocated many shares
in IPOs to over 100 customers with whom they had improper profit-sharing
arrangements. The NASDR and SEC alleged that certain employees allocated "hot"
IPO shares to certain customers who paid the Firm a portion of the profits
(between 33 and 65 percent) that they made when they sold their IPO stock, by
paying inflated brokerage commissions on transactions unrelated to the IPO
shares.
Under the terms of the coordinated settlement:
o CSFBC paid a total of $100 million. This amount
included $30 million in fines and civil penalties
divided evenly between the SEC and NASDR, and a total
of $70 million in disgorgement, $35 million of which
was paid to the U.S. Treasury and $35 million of
which was paid to the NASDR, representing the monies
obtained as a result of the conduct described by the
SEC and NASDR. The SEC determined in this case that
it was appropriate and in the public interest to pay
funds to the U.S. Treasury rather than to any third
parties.
o CSFBC has adopted and is implementing revised
policies and procedures for allocating IPOs in its
broker-dealer operations. The SEC and NASD have
reviewed these policies and procedures. These
included the establishment of an IPO Allocation
Review Committee, a process for the pre-qualification
of accounts before they are eligible to receive IPO
allocations, and enhanced supervisory procedures,
which may include the review of commissions paid by
certain accounts receiving allocations around the
time of the IPO. CSFBC also agreed to retain an
independent consultant to review the implementation
of these policies and procedures one year from the
date of the settlement.
In the NASDR settlement, CSFBC, without admitting or denying any
findings, consented to a censure and findings that it violated NASD Rules 2110,
2330, 2710, 3010 and 3110. These Rules (a) require broker-dealers to adhere to
just and equitable principles of trade, (b) prohibit broker-dealers from sharing
in the profits of client accounts except as specifically provided, (c) require a
managing underwriter to file certain information that may have a bearing on the
NASDR's review of underwriting arrangements, (d) require members to establish,
maintain and enforce a reasonable supervisory system, and (e) require
broker-dealers to maintain certain books and records. The NASDR AWC also found
13
violations of Section 17(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and SEC Rule 17a-3, thereunder, which are incorporated by
NASD Rule 3110 and similarly impose certain record keeping requirements on CSFBC
as a broker-dealer. In the SEC settlement, CSFBC, without admitting or denying
the allegations of the Complaint, consented to entry by the District Court for
the District of Columbia of a final judgment that: (1) permanently enjoined
CSFBC, directly or indirectly, from violations of NASD Conduct Rules 2110 and
2330 and Section 17(a)(1) of the Exchange Act and SEC Rule 17a-3; and (2)
ordered CSFBC to comply with certain undertakings.
Neither the SEC nor NASDR made any allegations or findings of
fraudulent conduct by CSFBC. Further, neither the SEC nor NASDR alleged that any
IPO prospectus was rendered false or misleading by CSFBC's conduct or that this
conduct affected either the offering price of an IPO or the price at which any
IPO stock traded in the aftermarket.
On November 26, 1996, the SEC brought a civil action in federal court
in California against CS First Boston Corporation ("CS First Boston") and two
former employees of its public finance department relating to CS First Boston's
role as lead underwriter of a September 1994 Orange County pension obligation
bond ("POB") financing, which the county completed 10 weeks prior to its
bankruptcy. The SEC alleged that the Official Statement misrepresented and
omitted material facts about the Orange County Investment Pool, including the
Pool's investment strategy, the risks of that strategy and the Pool's investment
losses, and it sought to hold CS First Boston responsible for the alleged
omissions and misrepresentations. The complaint alleged violations of certain
anti-fraud provisions, including Section 17(a) of the Securities Act, Section
10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15B(c)(1) of the
Exchange Act, and MSRB Rule G-17. CS First Boston filed its answer to the
complaint on January 13, 1997, in which it denied all allegations of misconduct
and asserted twelve affirmative defenses.
On January 29, 1998, the lawsuit was dismissed with prejudice, upon
the consent of the SEC, CS First Boston and the individual defendants, as part
of an out-of-court settlement of this matter. Also pursuant to that settlement,
CS First Boston and the individual defendants, without admitting or denying
liability, consented to the entry of a SEC administrative order finding
negligence-based violations of Sections 17(a)(2) and (a)(3) of the Securities
Act and MSRB Rule G-17. CS First Boston and the two individuals agreed to pay
monetary penalties of $800,000, $35,000 and $35,000 respectively. The SEC
administrative order contained no allegation or finding of any fraudulent,
intentional or reckless misconduct by CS First Boston or any of its current or
former employees.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
Pursuant to the Company Stock Purchase Agreement (as defined in Item
4 below), on September 13, 2002 Nautilus purchased 8,333,333 shares of Common
Stock for an aggregate purchase price of $66,666,664.
Additionally, pursuant to the Loomis Securities Purchase Agreement
(as defined in Item 4 below), on September 13, 2002 Nautilus purchased (i)
3,299,964 shares of Common Stock for a purchase price of $26,399,712 and (ii)
Warrants (as defined in Item 6 below) to purchase 112,124 shares of Common Stock
for a purchase price of $698,391.21.
The general and limited partners of Nautilus contributed the funds
necessary to purchase the shares of Common Stock and Warrants pursuant to the
Purchase Agreements.
None of the Nautilus Entities borrowed any funds in connection with
the purchase of Common Stock and Warrants.
14
ITEM 4. PURPOSE OF TRANSACTION.
Nautilus, C/R Marine Domestic Partnership, L.P., a Delaware limited
partnership ("C/R U.S."), C/R Marine Non-U.S. Partnership, L.P., a Delaware
limited partnership ("C/R Int'l"), C/R Marine Coinvestment, L.P., a Delaware
limited partnership ("C/R Coinvestment"), C/R Marine Coinvestment II, L.P., a
Delaware limited partnership ("C/R Coinvestment II" and, together with C/R U.S.,
C/R Int'l and C/R Coinvestment, the "C/R Purchasers") and the Company entered
into a Stock Purchase Agreement, dated as of June 13, 2002 (the "Company Stock
Purchase Agreement"), pursuant to which the C/R Purchasers and Nautilus agreed,
subject to certain closing conditions contained therein, to purchase an
aggregate of 4,166,667 and 8,333,333 shares, respectively, of Common Stock for
an aggregate purchase price of $33,333,336 and $66,666,664, respectively.
Additionally, the C/R Purchasers, Nautilus and Loomis, Sayles &
Company, L.P., a Delaware limited partnership ("Loomis Sayles"), entered into a
Securities Purchase Agreement, dated as of June 13, 2002 (the "Loomis Securities
Purchase Agreement" and, together with the Company Stock Purchase Agreement, the
"Purchase Agreements"), pursuant to which the C/R Purchasers and Nautilus
agreed, subject to certain closing conditions contained therein, to purchase (i)
an aggregate of up to 1,752,041 and 3,504,081 shares, respectively, of Common
Stock for an aggregate purchase price of $14,016,328 and $28,032,648,
respectively, and (ii) Warrants to purchase up to an aggregate of 60,172 and
120,345 shares, respectively, of Common Stock for an aggregate purchase price of
$348,003.04 and $696,006.09, respectively.
On September 5, 2002, the stockholders of the Company voted to
approve the transactions contemplated by the Purchase Agreements and also to
amend the Company's certificate of incorporation to add, among other things,
certain protections for minority stockholders.
On September 13, 2002, the Company filed an amended certificate of
incorporation with the Secretary of State of the State of Delaware.
The closing of the sale of the shares of Common Stock and Warrants
pursuant to the Purchase Agreements occurred on September 13, 2002 (the "Closing
Date").
The Company, the C/R Purchasers, Nautilus and Gerhard Kurz entered
into a Stockholders' Agreement, as described in Item 6 hereto, on the Closing
Date.
Pursuant to the Stockholders' Agreement, Nautilus designated Ari
Benacerraf, David Durkin, Kenneth V. Huseman and Steven Webster to serve as
directors of the Company, and such persons were appointed by the current
directors to the board of directors of the Company on the Closing Date. Also
pursuant to the Stockholders' Agreement, the C/R Purchasers designated Pierre F.
Lapeyre and David M. Leuschen to serve as directors of the Company, and such
persons were appointed by the current directors to the board of directors of the
Company on the Closing Date.
Nautilus purchased the securities covered by this statement in order
to acquire an interest in the Company for investment purposes. The Nautilus
Entities intend to review continuously their position in the Company. Depending
upon further evaluations of the business prospects of the Company and upon other
developments, including, but not limited to, general economic and business
conditions and stock market conditions, the Nautilus Entities may retain or from
time to time increase their holdings or dispose of all or a portion of their
holdings subject to any applicable legal and contractual restrictions on their
ability to do so in privately negotiated transactions, open market purchases or
otherwise.
In addition, the matters set forth in Item 6 below are incorporated
in this Item 4 by reference as if fully set forth herein.
15
Except as set forth in this Item 4 (including the matters described
in Item 6 below which are incorporated in this Item 4 by reference), the
Reporting Persons have no present plans or proposals that relate to or that
would result in any of the actions specified in clauses (a) through (j) of Item
4 of Schedule 13D of the Exchange Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Following the consummation of the transactions contemplated
by the Purchase Agreements, each Reporting Person and C/R Purchasers together
with C/R Marine GP Corp., the general partner of each of the C/R Purchasers
("C/R Marine GP" and, together with the C/R Purchasers, the "C/R Entities")
beneficially owned the following:
% OF EQUITY
NUMBER OF SHARES OF TOTAL NUMBER OF OWNERSHIP
COMMON STOCK ISSUABLE SHARES OF COMMON (ASSUMING
NUMBER OF SHARES UPON EXERCISE OF STOCK (ASSUMING EXERCISE OF
NAME OF COMMON STOCK WARRANTS EXERCISE OF WARRANTS) WARRANTS)
---- --------------- -------- --------------------- ---------
Nautilus Entities (1) 11,633,297 112,124 11,745,421 50.4%
CSFB Entities (2) -- 1,411 -- n/a
C/R U.S.(3) 1,210,368 11,665 1,222,033 5.2%
C/R Int'l(3) 3,731,143 35,961 3,767,104 16.2%
C/R Coinvestment(3) 509,293 4,909 514,202 2.2%
C/R Coinvestment II(3) 365,845 3,526 369,371 1.6%
C/R GP(4) 5,816,649 56,061 5,872,710 25.2%
----------------------
(1) Each of the Nautilus Entities have shared voting and dispositive
power with respect to the shares of Common Stock held by Nautilus. However, the
partnership agreements of each of Nautilus, Nautilus Intermediary, and Nautilus
AIV grants, directly or indirectly, the ultimate voting and dispositive power
with respect to the shares of Common Stock held by Nautilus to Nautilus Special
GP. While the CSFB Entities, including Partners III, MBP III LP, MPIII Inc. and
the entities listed below, disclaim beneficial ownership of the securities to
which this statement relates, as a result of the relationship of the CSFB
Entities to, and the pecuniary interest of the CSFB Entities in, Partners III,
Nautilus AIV and CSFBPE, as described in Item 2 above, under the Exchange Act
such entities may be deemed to beneficially own the securities to which this
statement relates. CSG, for purposes of the federal securities laws, may be
deemed ultimately to control the Bank and the other CSFB Entities. CSG, its
executive officers and directors, and its direct and indirect subsidiaries
(including Asset Management and the Credit Suisse Financial Services business
unit) may beneficially own shares of Common Stock and such securities are not
reported in this statement. CSG disclaims beneficial ownership of the securities
to which this statement relates that are beneficially owned by its direct and
indirect subsidiaries, including the Nautilus Entities and the CSFB Entities.
The Nautilus Entities and the CSFB Entities disclaim beneficial ownership of
shares of Common Stock beneficially owned by CSG, Asset Management and the
Credit Suisse Financial Services business unit. Due to their interest in
Nautilus Special GP, Craig, Dean and Huseman may be deemed to beneficially own
the shares of Common Stock and Warrants held by Nautilus. Craig, Dean, and
Huseman disclaim beneficial ownership of such shares of Common Stock and
Warrants held by Nautilus. The Reporting Persons may be considered a group
together with the C/R Entities and therefore be deemed to beneficially own the
shares beneficially owned by the C/R Entities, but no Reporting Person affirms
the existence of any such group. The Reporting Persons disclaim any such
beneficial ownership.
(2) These numbers represent warrants held by CSFBC. The Nautilus
Entities and the Reporitng Persons disclaim beneficial ownership of such
warrants and the shares of Common Stock issuable upon the exercise of such
warrants owned by CSFBC.
(3)The following information has been obtained from the C/R Entities:
Each of the C/R Purchasers has shared power to dispose or direct the disposition
of the shares of Common Stock and Warrants which it would hold directly or the
shares of Common Stock issuable upon exercise of such Warrants. Each of the C/R
16
Purchasers has shared power to vote or direct the vote of such shares of Common
Stock, but does not have the power to vote or direct the vote of any of the
shares of Common Stock which it would own upon exercise of such Warrants prior
to the receipt of such shares of Common Stock upon exercise of such Warrants.
The C/R Entities may be deemed to be acting as a group in relation to their
respective holdings in the Company but do not affirm the existence of any such
group. Each of the C/R Entities disclaims beneficial ownership of any shares of
Common Stock owned by any other C/R Entity.
(4) The following information has been obtained from the C/R
Entities: C/R GP is the sole general partner of each of the C/R Purchasers and
exercises investment discretion and control over the shares of Common Stock held
by each of the C/R Purchasers. Hence, in such capacity, C/R GP may be deemed to
have power to dispose and direct the disposition of the shares of Common Stock
and Warrants that each of the C/R Purchasers would hold, and shares of Common
Stock which each of the C/R Purchasers would hold upon exercise of such
Warrants. William E. Conway, Jr., Daniel A. D'Aniello, David M. Rubenstein,
Pierre F. Lapeyre, Jr., David M. Leuschen and Jim H. Derryberry, as the sole
stockholders of C/R GP, may be deemed to share beneficial ownership of the
shares shown as beneficially owned by the C/R Entities. Such persons disclaim
any such beneficial ownership.
All calculations made herein are made in accordance with Rule
13d-3(d), promulgated under the Securities Exchange Act of 1934, as amended, and
based on the shares of Common Stock outstanding as of July, 10, 2002, as
reported by the Company in its proxy statement, filed as of August 14, 2002.
(c) None of the Reporting Persons has effected any transactions in
shares of Common Stock during the past 60 days.
(d) The right to receive dividends on, and proceeds from the sale of,
the shares of Common Stock held of record by Nautilus and beneficially owned as
described in paragraphs (a) and (b) above is governed by the organizational
documents of each such entity, and such dividends or proceeds may be distributed
with respect to numerous general and limited partnership interests.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Upon the terms and conditions set forth in the Company Stock Purchase
Agreement, the Loomis Securities Purchase Agreement, the Stockholders' Agreement
(the "Stockholders' Agreement") and the Fee Letter (the "Fee Letter") (attached
hereto as Exhibit 1, Exhibit 2, Exhibit 3 and Exhibit 4 respectively, and
incorporated herein by reference), Nautilus and the C/R Purchasers purchased the
shares of Common Stock and Warrants covered by this statement.
Company Stock Purchase Agreement
The following description of the Company Stock Purchase Agreement is
a summary thereof and does not purport to be complete and is qualified in its
entirety by reference to the Company Stock Purchase Agreement.
Pursuant to the Company Stock Purchase Agreement, the Company sold to
Nautilus and the C/R Purchasers, and the Nautilus and the C/R Purchasers
purchased from the Company, a 8,333,333 and an aggregate of 4,166,667,
respectively, shares of Common Stock for a price of $8.00 per share and an
aggregate purchase price of $66,666,664 and $33,333,336 respectively.
The sale and purchase of the Common Stock (the "Closing") occurred on
September 13, 2002.
17
Pursuant to the Company Purchase Agreement, the Company paid the
expenses of Nautilus and the C/R Purchasers incurred since January 1, 2002 upon
the Closing.
Upon the Closing, the Company, Nautilus, the C/R Purchasers and
Gerhard Kurz entered into the Stockholders' Agreement described below.
Loomis Securities Purchase Agreement
The following description of the Loomis Securities Purchase Agreement
is a summary thereof and does not purport to be complete and is qualified in its
entirety by reference to the Loomis Securities Purchase Agreement.
Pursuant to the Loomis Securities Purchase Agreement, Loomis Sayles
sold to Nautilus and the C/R Purchasers, and Nautilus and the C/R Purchasers
purchased from Loomis Sayles, 4,949,946 shares of Common Stock for a price of
$8.00 per share; 44,638 Class A Common Stock Purchase Warrants for a price of
$.01 per warrant, with one Class A Common Stock Purchase Warrant being
exercisable for one share of Common Stock at an exercise price of $38.49; and
123,547 Common Stock Purchase Warrants for a price of $7.99 per warrant, with
one Common Stock Purchase warrant being exercisable for one share of Common
Stock at an exercise price of $0.01 (collectively, the "Warrants").
The sale and purchase of the Common Stock and the Warrants (the
"Loomis Closing") occurred on September 13, 2002.
Stockholders' Agreement
On the Closing Date, the Company, the C/R Purchasers, Nautilus (each,
an "Investor", and collectively, the "Investors") and Gerhard Kurz entered into
the Stockholders' Agreement. Among other things:
The Stockholders' Agreement provides that certain of the parties will
vote the shares owned by them to cause the Company's board of directors to
consist of ten members and be constituted as follows:
o certain of the C/R Purchasers will be entitled to designate
two directors;
o Nautilus will be entitled to designate four directors;
o three directors will be independent directors (that is,
non-Investor designated directors), who initially will be
chosen from directors currently serving on the board of
directors; and
o the Chief Executive Officer will serve as a director.
The Stockholders' Agreement also provides that directors designated
by Nautilus and certain of the C/R Purchasers will also be represented on the
compensation committee and, subject to compliance with Nasdaq and Commission
rules, the audit committee of the board of directors.
In the event that the C/R Purchasers own less than 50%, but more than
10%, of the shares of Common Stock initially purchased by them pursuant to the
Purchase Agreements, collectively, they will be entitled to designate only one
director. In the event the C/R Purchasers own less than 10% of the shares of
Common Stock initially purchased by them pursuant to the Purchase Agreements,
collectively, they will no longer be entitled to designate a director.
In the event that Nautilus owns less than 50%, but more than 10%, of
the shares of Common Stock initially purchased by it pursuant to the Purchase
Agreements, it will be entitled to designate only two directors. In the event
Nautilus owns less than 10%, but more than 5%, of the shares of Common Stock
initially purchased by it pursuant to the Purchase Agreements, it will be
entitled to designate only one director. In the event Nautilus owns less than 5%
of the stock initially purchased by it pursuant to the Purchase Agreements, it
will no longer be entitled to designate a director.
18
So long as either Nautilus or the C/R Purchasers own shares of Common
Stock equaling at least 15% of the outstanding shares of the Common Stock on a
fully diluted basis (each, a "15% Holder"), the unanimous vote of the directors
designated by such 15% Holder will be required for the following actions:
o share repurchases by the Company;
o certain affiliated party transactions;
o equity or debt financings; and
o amendments to the Company's certificate of incorporation or
by-laws, including any changes to the number of directors.
The C/R Purchasers and Nautilus have the right to require the Company
to effect up to six demand registrations, provided that shares of Common Stock
to be offered in any such registration have an aggregate offering price in
excess of $20 million. The C/R Purchasers are entitled to request two demand
registrations, and Nautilus is entitled to request four demand registrations.
The Company has customary "black-out" rights to delay a registration. If a
demand registration is to involve an underwritten public offering, the Investor
requesting such registration has the right to select the underwriters.
The C/R Purchasers and Nautilus have unlimited "piggyback"
registration rights, subject to customary pro rata reductions based on the
number of shares requested to be covered under such registration.
All fees and expenses (including reasonable fees and expenses of
counsel) in connection with a registration will be paid by the Company, other
than underwriting fees and discounts.
The parties, other than the Company, to the Stockholders' Agreement
are subject to certain rights of first refusal and tag-along rights in any
proposed transfer of shares of Common Stock owned by them. Specifically, the C/R
Purchasers and Nautilus have pro rata tag-along rights in any proposed transfer
of any shares of Common Stock owned by other Investors. All parties, other than
the Company, also have the right of first refusal to purchase any shares
proposed to be transferred by any party other than the Company on a pro rata
basis (based on the number of shares held by such Investor), except that Kurz
may sell a limited number of shares each year without being subject to the such
right of first refusal. The rights of first refusal and tag-along rights are
subject to limited customary exceptions, including sales pursuant to Rule 144 of
the Securities Act of 1933, as amended, sales pursuant to demand or piggy-back
registration rights and sales to certain permitted transferees.
No party to the Stockholders' Agreement may transfer shares of Common
Stock owned by it to the extent that such transfer would result in the Company's
not meeting the requirements of Section 2 of the Shipping Act, 1916, as amended,
commonly referred to as the Jones Act, for the ownership and operation of
vessels in the United States coastwise trade. Subject to this transfer
restriction, the rights and obligations of the C/R Purchasers and Nautilus under
the Stockholders' Agreement would be assigned in connection with any transfer of
shares of Common Stock, provided that the right to designate a member of the
board of directors may not be assigned and registration rights are assignable
only if the transferee is acquiring at least 500,000 shares of Common Stock
(assuming exercise of all Warrants).
Except with respect to registration rights, the Stockholders'
Agreement will terminate upon a change of control of the Company. The
Stockholders' Agreement would not terminate upon a future public offering of
shares of Common Stock.
With respect to registration rights, such rights will terminate upon
the earlier of (1) the seventh anniversary of the date of the Stockholders'
Agreement or (2) when, with respect to each Investor, such Investor owns less
than 3% of the shares of Common Stock (including upon exercise of all Common
Stock Purchase Warrants) initially purchased by such Investor pursuant to the
Purchase Agreements.
19
Fee Letter
The following description of the Fee Letter is a summary thereof and
does not purport to be complete and is qualified in its entirety by reference to
the Fee Letter.
Upon the Closing, the Company paid a fee to Carlyle/Riverstone Energy
Partners, L.P. in an amount of $1,000,000. Upon the Closing, the Company paid a
fee to CSFBC in an amount of $2,000,000.
Except for the agreements described above or in the response to Item
4, to the best knowledge of the Reporting Persons, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2, and between such persons and any person with respect to
any securities of the Company, including, but not limited to, transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Finder's Fee
Upon the Closing, Partners III paid a consulting fee of $500,000 to
an individual private investor.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Stock Purchase Agreement dated as of June 13, 2002, by and
among Seabulk International, Inc. and Nautilus and the C/R Purchasers
(incorporated by reference to the Schedule 13D filed on July 15, 2002 by the
Reporting Persons).
Exhibit 2: Securities Purchase Agreement dated as of June 13, 2002,
by and among Loomis, Sayles & Company, L.P. and Nautilus and the C/R Purchasers
(incorporated by reference to the Schedule 13D filed on July 15, 2002 by the
Reporting Persons).
Exhibit 3: Stockholders' Agreement, dated September 13, 2002, by and
among Seabulk International, Inc. and Nautilus and the C/R Purchasers.
Exhibit 4: Fee Letter dated June 13, 2002, by and among Seabulk
International, Inc., C/R Energy Partners, L.P. and CSFBC (incorporated by
reference to the Schedule 13D filed on July 15, 2002 by the Reporting Persons).
Exhibit 5: Joint Filing Agreement, dated as of September 13, 2002.
20
After reasonably inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 13, 2002
Nautilus Acquisition, L.P.
By: Nautilus Intermediary, L.P.,
its General Partner
By: /s/ Ari Benacerraf
--------------------------------
Name: Ari Benacerraf
Title: Vice President
21
After reasonably inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 13, 2002
Nautilus Intermediary, L.P.
By: /s/ Ari Benacerraf
-----------------------------
Name: Ari Benacerraf
Title: Vice President
22
After reasonably inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 13, 2002
Nautilus AIV, LP
By: Nautilus GP, LLC, its general partner
By: /s/ Ari Benacerraf
-------------------------------------
Name: Ari Benacerraf
Title:
23
After reasonably inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 13, 2002
Nautilus GP, LLC
By: /s/ Ari Benacerraf
--------------------------------
Name: Ari Benacerraf
Title:
24
After reasonably inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 13, 2002
CREDIT SUISSE FIRST BOSTON
INVESTMENT BANKING BUSINESS OF THE
CREDIT SUISSE FIRST BOSTON BUSINESS
UNIT
By: /s/ George Horning
-----------------------------------
Name: George Horning
Title: Managing Director
25
After reasonably inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 13, 2002
CREDIT SUISSE FIRST BOSTON
Private Equity, Inc.
By: /s/ George Horning
-----------------------------------
Name: George Horning
Title:
26
After reasonably inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 13, 2002
/s/ W.M. Craig
----------------------------
W.M. Craig
27
After reasonably inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 13, 2002
/s/ Jonathan Dean
---------------------------------
Jonathan Dean
28
After reasonably inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 13, 2002
/s/ Kenneth V. Huseman
-------------------------------------
Kenneth V. Huseman
29
SCHEDULE A-1
EXECUTIVE OFFICERS AND DIRECTORS OF
DLJ MERCHANT BANKING III, INC.
The following sets forth the name, business address, present principal
occupation and citizenship of each executive officer of the DLJ Merchant Banking
III, Inc. The business address of the Reporting Person is Eleven Madison Avenue,
New York, New York 10010.
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
Lawrence M.v.D. Schloss Eleven Madison Avenue Chairman United States
New York, NY 10010 USA
Nicole Arnaboldi Eleven Madison Avenue Managing Director and Board Member United States
New York, NY 10010 USA
Thompson Dean Eleven Madison Avenue Managing Director and Board Member United States
New York, NY 10010 USA
Hamiton E. James Eleven Madison Avenue Managing Director and Board Member United States
New York, NY 10010 USA
Peter T. Grauer Eleven Madison Avenue Board Member United States
New York, NY 10010 USA
Andrew H. Rush Eleven Madison Avenue Managing Director and Board Member United States
New York, NY 10010 USA
Carlos Garcia Eleven Madison Avenue Managing Director Argentina
New York, NY 10010 USA
Reid S. Perper Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
James A. Quella Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Hartley Rogers Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Susan Schnabel Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
David Wittels Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
30
SCHEDULE A-2
EXECUTIVE OFFICERS AND DIRECTORS OF
CREDIT SUISSE FIRST BOSTON PRIVATE EQUITY, INC.
The following sets forth the name, business address, present principal
occupation and citizenship of each director and executive officer of Credit
Suisse First Boston Private Equity, Inc. The business address of Credit Suisse
First Boston Private Equity, Inc. is Eleven Madison Avenue, New York, New York
10010.
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
Hamilton E. James Eleven Madison Avenue Board Member United States
New York, NY 10010 USA
Lawrence M.v.D. Schloss Eleven Madison Avenue Board Member and Chief Executive Officer United States
New York, NY 10010 USA
George R. Horning Eleven Madison Avenue Chief Operating Officer United States
New York, NY 10010 USA
Kenneth J. Lohsen Eleven Madison Avenue Controller United States
New York, NY 10010 USA
Edward A. Poletti Eleven Madison Avenue Chief Financial Officer United States
New York, NY 10010 USA
Nicole S. Arnaboldi Eleven Madison Avenue Chief Operations Officer - Funds Management United States
New York, NY 10010 USA
31
SCHEDULE A-3
EXECUTIVE OFFICERS AND DIRECTORS OF
CREDIT SUISSE FIRST BOSTON (USA), INC.
The following sets forth the name, business address, present principal
occupation and citizenship of each director and executive officer of Credit
Suisse First Boston (USA), Inc. The business address of Credit Suisse First
Boston (USA), Inc. is Eleven Madison Avenue, New York, New York 10010.
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
John J. Mack Eleven Madison Avenue President, Chief Executive Officer and United States
New York, NY 10010 USA Board Member
Stephen R. Volk Eleven Madison Avenue Managing Director and Board Member United States
New York, NY 10010 USA
Adebayo O. Oguniesi Eleven Madison Avenue Board Member, Managing Director and Nigeria
New York, NY 10010 USA Head Global Investment Banking
Hamilton E. James Eleven Madison Avenue Board Member and Chair of Global United States
New York, NY 10010 USA Investment Banking & Private Equity
Eileen K. Murray Eleven Madison Avenue Board Member and Managing Director United States
New York, NY 10010 USA
Brady W. Dougan Eleven Madison Avenue Head of the Securities Division and United States
New York, NY 10010 USA Board Member
Jeffrey M. Peek Eleven Madison Avenue Board Member and Managing Director, United States
New York, NY 10010 USA Head of Financial Services Division
Andrew B. Federbusch Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Carlos Onis Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
D. Wilson Ervin Eleven Madison Avenue Head of Strategic Risk Management United States
New York, NY 10010 USA
David C. Fisher Eleven Madison Avenue Chief Financial and Accounting Officer United States
New York, NY 10010 USA
Gary G. Lynch Eleven Madison Avenue Managing Director and General Counsel United States
New York, NY 10010 USA
32
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
Luther L. Terry, Jr. Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Neil Radey Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Neil Moskowitz Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
33
SCHEDULE A-4
EXECUTIVE OFFICERS AND DIRECTORS OF
CREDIT SUISSE FIRST BOSTON, INC.
The following sets forth the name, business address, present principal
occupation and citizenship of each director and executive officer of Credit
Suisse First Boston, Inc. The business address of Credit Suisse First Boston,
Inc. is Eleven Madison Avenue, New York, New York 10010.
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
John J. Mack Eleven Madison Avenue President, Chief Executive Officer and United States
New York, NY 10010 USA Board Member
Stephen R. Volk Eleven Madison Avenue Board Member United States
New York, NY 10010 USA
Adebayo O. Oguniesi Eleven Madison Avenue Managing Director Nigeria
New York, NY 10010 USA
Brady W. Dougan Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Carlos Onis Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
D. Wilson Ervin Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
David C. Fisher Eleven Madison Avenue Chief Accounting Officer and Controller United States
New York, NY 10010 USA
David C. O'Leary Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Gary G. Lynch Eleven Madison Avenue Managing Director and General Counsel United States
New York, NY 10010 USA
Hamilton E. James Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Jeffrey H. Salzman Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Lewis H. Wirshba Eleven Madison Avenue Managing Director and Treasurer United States
New York, NY 10010 USA
34
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
Neil Moskowitz Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Neil Radey Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Robert C. O'Brien Eleven Madison Avenue Managing Director and Chief Credit United States
New York, NY 10010 USA Officer
Eileen K. Murray Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
35
SCHEDULE A-5
EXECUTIVE OFFICERS OF
THE CSFB ENTITIES
The following sets forth the name, business address, present principal
occupation and citizenship of each executive officer of the CSFB Entities. The
business address of the Reporting Person is Eleven Madison Avenue, New York, New
York 10010.
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
John J. Mack Eleven Madison Avenue Chief Executive Officer, Chairman United States
New York, NY 10010 USA
Christopher Carter Eleven Madison Avenue Chairman of Europe Great Britain
New York, NY 10010 USA
Brady W. Dougan Eleven Madison Avenue Head of Securities Division United States
New York, NY 10010 USA
Hamiton E. James Eleven Madison Avenue Chairman Global Investment Banking and Private United States
New York, NY 10010 USA Equity
Stephen R. Volk Eleven Madison Avenue Chairman of CSFB United States
New York, NY 10010 USA
Thomas R. Nides Eleven Madison Avenue Chief Administrative Officer United States
New York, NY 10010 USA
Hector W. Sants Eleven Madison Avenue Chief Executive of Europe Great Britain
New York, NY 10010 USA
Richard E. Thornburgh Eleven Madison Avenue Chief Financial Officer United States
New York, NY 10010 USA
Adebayo Ogunlesi Eleven Madison Avenue Head of Global Investment Banking Nigeria
New York, NY 10010 USA
Eileen K. Murray Eleven Madison Avenue Head of IT and Operations United States
New York, NY 10010 USA
36
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
Brian Finn Eleven Madison Avenue Member of CSFB Office of the Chairman United States
New York, NY 10010 USA
Gary G. Lynch Eleven Madison Avenue Global General Counsel United States
New York, NY 10010 USA
37
SCHEDULE A-6
EXECUTIVE OFFICERS AND DIRECTORS OF
THE CREDIT SUISSE FIRST BOSTON CORPORATION
The following sets forth the name, business address, present principal
occupation and citizenship of each executive officer of the Credit Suisse First
Boston Corporation. The business address of the Reporting Person is Eleven
Madison Avenue, New York, New York 10010.
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
John J. Mack Eleven Madison Avenue President, Chief Executive Officer, Board Member United States
New York, NY 10010 USA
Richard E. Thornburgh Eleven Madison Avenue Managing Director and Board Member United States
New York, NY 10010 USA
Carlos Onis Eleven Madison Avenue Managing Director and Board Member United States
New York, NY 10010 USA
Brady W. Dougan Eleven Madison Avenue Managing Director and Board Member United States
New York, NY 10010 USA
David C. Fisher Eleven Madison Avenue Chief Financial Officer and Board Member United States
New York, NY 10010 USA
Richard F. Brueckner Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Michael J. Campbell Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
D. Wilson Ervin Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Hamilton E. James Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
Robert C. O'Brien Eleven Madison Avenue Managing Director United States
New York, NY 10010 USA
38
NAME BUSINESS ADDRESS TITLE CITIZENSHIP
---- ---------------- ----- -----------
Frank J. DeCongelio Eleven Madison Avenue Head of Operations United States
New York, NY 10010 USA
Lewis H. Wirshba Eleven Madison Avenue Treasurer United States
New York, NY 10010 USA
Gary G. Lynch Eleven Madison Avenue Managing Director and General Counsel United States
New York, NY 10010 USA
39