SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
SEABULK INTERNATIONAL, INC.
________________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
________________________________________________________________________________
(Title of Class of Securities)
81169P101
________________________________________________________________________________
(CUSIP Number)
C/R Marine GP Corp.
c/o Riverstone Holdings, LLC
712 Fifth Avenue, 19/th/ Floor
New York, New York 10019
Attention: Pierre Lapeyre, Jr.
Phone: (212) 993-0093
________________________________________________________________________________
(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.
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
C/R Marine Domestic Partnership, 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 0 shares of Common Stock
BENEFICIALLY ----------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,222,033 shares of Common Stock (includes 11,665 shares of
PERSON Common Stock issuable upon exercise of Warrants)
WITH ----------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0 shares of Common Stock
------------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,222,033 shares of Common Stock (includes 11,665 shares of
Common Stock issuable upon exercise of Warrants)
------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,222,033 shares of Common Stock (includes 11,665 shares of Common Stock issuable upon exercise of Warrants)
-----------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
-----------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.2%
-----------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------------------------------------------------------------------------------------------------------------------
2
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
C/R Marine Non-U.S. Partnership, 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 0 shares of Common Stock
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 3,767,104 shares of Common Stock (includes 35,961 shares
REPORTING of Common Stock issuable upon exercise of Warrants)
PERSON --------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0 shares of Common Stock
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,767,104 shares of Common Stock (includes 35,961 shares
of Common Stock issuable upon exercise of Warrants)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,767,104 shares of Common Stock (includes 35,961 shares of Common Stock
issuable upon exercise of Warrants)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
3
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
C/R Marine Coinvestment, 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 0 shares of Common Stock
--------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 514,202 shares of Common Stock (includes 4,909 shares
REPORTING of Common Stock issuable upon exercise of Warrants)
--------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0 shares of Common Stock
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
514,202 shares of Common Stock (includes 4,909 shares
of Common Stock issuable upon exercise of Warrants)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
514,202 shares of Common Stock (includes 4,909 shares of Common Stock
issuable upon exercise of Warrants)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
4
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
C/R Marine Coinvestment II, 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 0 shares of Common Stock
---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 369,371 shares of Common Stock (includes 3,526 shares of
REPORTING Common Stock issuable upon exercise of Warrants)
---------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0 shares of Common Stock
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
369,371 shares of Common Stock (includes 3,526 shares of
Common Stock issuable upon exercise of Warrants)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
369,371 shares of Common Stock (includes 3,526 shares of Common Stock
issuable upon exercise of Warrants)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
5
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
C/R Marine GP Corp.
--------------------------------------------------------------------------------
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 0 shares of Common Stock
---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 5,872,710 shares of Common Stock (includes 56,061 shares
REPORTING of Common Stock issuable upon exercise of Warrants)
---------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0 shares of Common Stock
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,872,710 shares of Common Stock (includes 56,061 shares
of Common Stock issuable upon exercise of Warrants)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,872,710 shares of Common Stock (includes 56,061 shares of Common Stock
issuable upon exercise of Warrants)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
25.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
6
This Amendment No. 1 (the "Amendment") to the Schedule 13D is being
filed on behalf of the undersigned Reporting Persons to amend the Schedule 13D
filed with the Securities and Exchange Commission (the "Commission") on July 17,
2002 (the "Schedule 13D"), relating to shares of Common Stock, par value $0.01
per share (the "Common Stock"), of Seabulk International, Inc. (the "Company").
Unless otherwise indicated, all capitalized terms used herein but not defined
herein shall have the same meanings as set forth in the Schedule 13D.
Item 3. Source and Amount of Funds.
Item 3 to the Schedule 13D is hereby amended and restated as follows:
Pursuant to the Company Stock Purchase Agreement, on September 13,
2002, the C/R Purchasers purchased 4,166,667 shares of Common Stock for a
purchase price of $33,333,336.
Additionally, pursuant to the Loomis Securities Purchase Agreement, on
September 13, 2002, the C/R Purchasers purchased (1) 1,649,982 shares of Common
Stock for a purchase price of $13,199,856 and (2) Warrants to purchase 56,061
shares of Common Stock, for a purchase price of $329,192.97.
The general and limited partners of the C/R Purchasers made capital
contributions to fund the purchase of shares of Common Stock and Warrants.
None of the Reporting Persons borrowed any funds in connection with the
purchase of shares of Common Stock and Warrants.
Item 4. Purpose of Transaction.
Item 4 to the Schedule 13D is hereby amended in pertinent part as
follows:
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
the Stockholders' Agreement on the Closing Date.
Pursuant to the Stockholders' Agreement, the C/R Purchasers designated
Pierre F. Lapeyre, Jr. 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. Also 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.
In addition, the matters set forth in Item 6 below are incorporated in
this Item 4 by reference as if fully set forth herein.
7
Item 5. Interest in Securities of the Issuer.
Item 5 to the Schedule 13D is hereby amended and restated as follows:
(a)-(b) Following the consummation of the Purchase Agreements,
as of September 13, 2002, each of the Reporting Persons and Nautilus is the
beneficial owner of the following:
Number of Shares of Total Number of % of Equity
Common Stock Shares of Common Ownership
Number of Issuable Stock (Assuming (Assuming
Shares of Upon Exercise of Exercise of Exercise of
Name Common Stock Warrants Warrants) Warrants)
---- ------------ -------- --------- ---------
C/R U.S.(1) ................... 1,210,368 11,665 1,222,033 5.2%
C/R Int'l(1) .................. 3,731,143 35,961 3,767,104 16.2%
C/R Coinvestment(1) ........... 509,293 4,909 514,202 2.2%
C/R Coinvestment II(1) ........ 365,845 3,526 369,371 1.6%
C/R GP(2) ..................... 5,816,649 56,061 5,872,710 25.2%
Nautilus(3) ................... 11,633,297 112,124 11,745,421 50.4%
---------
(1) Each of the C/R Purchasers has the shared power to dispose or direct the
disposition of the shares of Common Stock and Warrants which it holds
directly or the shares of Common Stock issuable upon exercise of such
Warrants. Each of the C/R Purchasers has the 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 Purchasers 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 Purchasers disclaims beneficial ownership of any shares of Common Stock
owned by any other C/R Purchaser.
(2) 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
and Warrants held by each of the C/R Purchasers. Hence, in such capacity,
C/R GP may be deemed to have the power to dispose or direct the disposition
of the shares of Common Stock and Warrants that each of the C/R Purchasers
holds, and shares of Common Stock which each of the C/R Purchasers would
hold upon exercise of such Warrants, and to vote or direct the vote of such
shares of Common Stock. 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
Reporting Persons. Such persons disclaim any such beneficial ownership.
(3) On July 16, 2002, Nautilus filed a separate Schedule 13D with respect to
the shares of Common Stock and Warrants to be purchased by it pursuant to
the Purchase Agreements, on behalf of itself and its other reporting
persons (collectively, the "Nautilus Entities"). The Reporting Persons and
the Nautilus 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 Reporting Persons disclaims beneficial
ownership of any shares of Common Stock owned by the Nautilus Entities.
All calculations made herein are made in accordance with Rule 13d-3(d)
under the Exchange Act; are based on the approximately 10,623,938 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, and the 12,500,000 new shares of
Common Stock issued by the Company in connection with the consummation of the
Purchase Agreements; and include shares of Common Stock underlying
outstanding warrants purchased by the C/R Purchasers and Nautilus.
(c) Except as set forth herein, none of the Reporting Persons
has effected any transaction in the 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 the C/R Purchasers and
beneficially owned by their general partner, as described in paragraphs (a) and
(b) above, is governed by the applicable limited partnership agreements of each
of such entities, and such dividends or proceeds may be distributed with respect
to numerous general and limited partnership interests. The limited partner of
C/R Coinvestment II has the right to cause the general partner to distribute all
of the portfolio investments, including the shares of Common Stock and Warrants,
held by C/R Coinvestment II to such limited partner on or after the two-year
anniversary of C/R Coinvestment II's initial acquisition of such shares and
Warrants, subject to any then-applicable legal, tax, regulatory or contractual
restrictions. See Item 6 of the Schedule 13D for a description of the C/R
Coinvestment II Agreement.
8
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 to the Schedule 13D is hereby amended in pertinent part as
follows:
Stockholders' Agreement
The following description of the Stockholders' Agreement, which is
attached hereto as Exhibit 7 and incorporated herein by reference, is a summary
thereof and does not purport to be complete and is qualified in its entirety by
reference to the Stockholders' Agreement.
On the Closing Date, the Company, the C/R Purchasers (collectively, an
"Investor"), Nautilus (also referred to as an "Investor") 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:
. certain of the C/R Purchasers will be entitled to designate two
directors;
. Nautilus will be entitled to designate four directors;
. 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
. 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.
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:
. share repurchases by the Company;
. certain affiliated party transactions;
. equity or debt financings; and
. amendments to the Company's certificate of incorporation or by-laws,
including any changes to the number of directors.
9
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 cut-backs based on the number of shares
requested to be covered under such registration.
The C/R Purchasers and Nautilus will agree not to offer, sell or
transfer any shares during the 14 days prior to the filing of a registration
statement or prospectus or any amendments thereto (except for shares, if any,
sold in that public offering) and during a period thereafter equal to (1) 180
days, or (2) such other period as reasonably required by the managing
underwriters of an underwritten offering.
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 Investors are subject to 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 either of them. The
C/R Purchasers and Nautilus 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). 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 other than the Company 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 Warrants)
initially purchased by such Investor pursuant to the Purchase Agreements.
Assignment and Assumption Agreement
The following description of the Assignment and Assumption Agreement
dated as of September 13, 2002, by and among C/R U.S., C/R Int'l, C/R
Coinvestment and C/R Coinvestment II (the "Assignment Agreement"), which is
attached hereto as Exhibit 8 and incorporated herein by reference, is a
10
summary thereof and does not purport to be complete and is qualified in its
entirety by reference to the Assignment Agreement.
On the Closing Date, the C/R Purchasers entered into the Assignment
Agreement to reflect a reduction in C/R Coinvestment II's aggregate
participation in the Purchase Agreements from approximately $4.0 million to
approximately $3.0 million and a corresponding and equal aggregate increase in
participation by the other C/R Purchasers. The total number of shares and
Warrants to be purchased by the C/R Purchasers as a whole pursuant to the terms
and conditions of the Purchase Agreements remains the same.
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., the C/R Purchasers and Nautilus (incorporated
by reference to the Schedule 13D).
Exhibit 2: Securities Purchase Agreement dated as of June 13, 2002, by
and among Loomis, Sayles & Company, L.P., the C/R Purchasers and Nautilus
(incorporated by reference to the Schedule 13D).
Exhibit 3: Stockholders' Agreement Term Sheet (incorporated by
reference to the Schedule 13D).
Exhibit 4: Fee Letter dated June 13, 2002, by and among Seabulk
International, Inc., Carlyle/Riverstone Energy Partners, L.P. and Credit Suisse
First Boston Corporation (incorporated by reference to the Schedule 13D).
Exhibit 5: Letter Agreement dated as of July 16, 2002, by and between
C/R Marine GP Corp. and Midstream Holdings, LLC (incorporated by reference to
the Schedule 13D).
Exhibit 6: Joint Filing Agreement dated as of July 16, 2002
(incorporated by reference to the Schedule 13D).
Exhibit 7: Stockholders' Agreement dated as of September 13, 2002, by
and among Seabulk International, Inc., the C/R Purchasers, Nautilus and Gerhard
Kurz.
Exhibit 8: Assignment and Assumption Agreement dated as of September
13, 2002, by and among C/R U.S., C/R Int'l, C/R Coinvestment and C/R
Coinvestment II.
11
After reasonable 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
C/R MARINE DOMESTIC PARTNERSHIP, L.P.
By: C/R Marine GP Corp.
its General Partner
By: /s/ Daniel A. D'Aniello
------------------------------
Name: Daniel A. D'Aniello
Title: President
12
After reasonable 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
C/R MARINE NON-U.S. PARTNERSHIP, L.P.
By: C/R Marine GP Corp.
its General Partner
By: /s/ Daniel A. D'Aniello
----------------------------
Name: Daniel A. D'Aniello
Title: President
13
After reasonable 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
C/R MARINE COINVESTMENT, L.P.
By: C/R Marine GP Corp.
its General Partner
By: /s/ Daniel A. D'Aniello
-------------------------------
Name: Daniel A. D'Aniello
Title: President
14
After reasonable 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
C/R MARINE COINVESTMENT II, L.P.
By: C/R Marine GP Corp.
its General Partner
By: /s/ Daniel A. D'Aniello
-------------------------------
Name: Daniel A. D'Aniello
Title: President
15
After reasonable 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
C/R MARINE GP CORP.
By: /s/ Daniel A. D'Aniello
-------------------------------
Name: Daniel A. D'Aniello
Title: President
16