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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No.1
Under the Securities Exchange Act of 1934
GULFMARK OFFSHORE, INC.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
402629109
(CUSIP Number)
Jeffrey A Welikson
Senior Vice President and Secretary
Lehman Brothers Holdings Inc.
399 Park Avenue
New York, NY 10022
(212) 526-0858
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
See Item 5(a)
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7). NOT APPLICABLE
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CUSIP No.
402629109
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Brothers Holdings Inc.
13-3216325
2) Check the Appropriate box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (see instructions)
OO
5) Check Box if Disclosure of Legal Proceedings is Requires
Pursuant to Items 2(d) or 2(E)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
2,030,226
8) Shared Voting Power
-0-
9) Sole Dispositive Power
2,030,226
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,030,226
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12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
24.76%
14) Type of Reporting Person
HC/CO
4
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2002
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Barrett S. DiPaolo
Name: Barrett S. DiPaolo
Title: Vice President
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Schedule 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $0.01 (the "Common
Stock"), of GulfMark Offshore, Inc., a Delaware corporation ("GulfMark
Offshore"). The address of the principal executive offices of Gulfmark Offshore
is 4400 Post Oak Parkway, Suite 1170, Houston, Texas 77027-3414.
Item 2. Identity and Background
This statement is filed on behalf of Lehman Brothers Holdings Inc., Delaware
corporation ("Holdings"), 399 Park Avenue, New York, New York 10022.
Holdings is one of the leading global investment banks, serving institutional,
corporate, government and high-net-worth clients and customers.
The names, residence or business addresses, citizenships and present principal
occupations or employment of the senior executive officers and directors of the
Reporting Person are set forth in Appendix A hereto.
The Reporting Person, nor to the best knowledge of the Reporting Person or any
of the persons listed in Appendix A hereto has during the last five years (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source of Funds or Other Consideration
See Item 4.
Item 4. Purpose of Transaction
Pursuant to an Agreement and Plan of Merger dated December 5, 1996 among Energy
Ventures, Inc., a Delaware corporation ("EVI"), GulfMark Acquisition Co., a
Delaware corporation ("Sub"), GulfMark International, Inc., a Delaware
corporation ("GulfMark"), and GulfMark Offshore, Inc., upon the merger of Sub, a
wholly owned subsidiary of EVI, with and into GulfMark, each outstanding share
of GulfMark Common Stock was exchanged for .6693 shares of EVI Common Stock.
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Prior to the Merger, Holdings owned 1,015,113 shares of Common Stock of
GulfMark. As a result of the Merger on May 1, 1997, Holdings acquired 679,618
shares of the Common Stock of EVI.
Prior to the Merger, as a means of permitting EVI to acquire GulfMark, without
the marine transportation services business and all liabilities associated with
such assets, EVI, GulfMark and GulfMark Offshore, a wholly-owned subsidiary of
GulfMark, entered into a Agreement and Plan of Distribution dated as of December
5, 1996.
Pursuant to the Agreement and Plan of Distribution, the assets and certain other
GulfMark subsidiaries stock were contributed by GulfMark to GulfMark Offshore,
in consideration for the issuance by GulfMark Offshore to GulfMark of additional
shares of GulfMark Offshore Common Stock. As a result of this Spin-Off on April
30, 1997, GulfMark distributed to its stockholders all of the outstanding stock
of GulfMark Offshore on the basis of 2 shares of GulfMark Offshore for each
share of GulfMark Common Stock. As a result of the Distribution, Holdings
acquired 2,030,226 shares of the GulfMark Offshore and control of the company.
Holdings intends to continually evaluate EVI's business, prospects, financial
condition, the market for the Shares, other opportunities available to Holdings,
general economic conditions, money and stock market conditions and other factors
and future developments which Holdings may deem relevant from time to time.
Depending on same factors, Holdings may decide, subject to the below referenced
agreement, to sell all or part of the shares it holds. Any such acquisition or
disposition of Shares may be effected through open market or privately
negotiated transactions, or otherwise.
Except as set forth in this Item 4, Holdings does not have any specific plans or
proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
In connection with the Distribution and Merger, Holdings agreed that it will not
for a period of one (1) year, sell, exchange, transfer by gift or otherwise
dispose, of any GulfMark Common Stock, GulfMark Offshore Common Stock or EVI
Common Stock received in the Merger.
Item 5. Interest in Securities of the Issuer
(a) See Item 4. According to the Issuer's quarterly report filed on Form 10Q for
the quarter ended September 30, 2001, the number of shares of Common Stock
outstanding was 8,199,137 as of November 7, 2001. Accordingly, the percentage of
the Common Stock beneficially owned by the Reporting Persons as of that date was
as indicated in Item 13 of the cover page. Since the filing of the Reporting
Persons' Schedule 13D on May 13, 1997 (the "Original 13D") there has been no
change to the number of the Issuer's shares of Common Stock beneficially owned
by the Reporting Person.
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(b) See Item 4.
(c) None.
(d) Neither the Reporting Person nor, to its knowledge, or any of the persons
listed in Appendix A hereto knows of any other person who has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any shares of Common Stock beneficially owned by the Reporting
Person, other than customers of Lehman Brothers over whose shares Lehman
Brothers may have investment discretion.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Two Managing Directors of LBI are members of the Board of Directors of GulfMark
offshore: David J. Butters and Robert B. Millard.
See Item 4.
Item 7. Material to be Filed as Exhibits.
Agreement and Plan of Merger, dated as of December 5, 1996, among EVI, GulfMark,
Sub and GulfMark Offshore (Incorporated by reference to Exhibit 2.2 to Form 8K,
File No. 0-7265, filed December 26, 1996)
Agreement and Plan of Distribution, dated as of dated as of December 5, 1996,
among EVI, GulfMark and GulfMark Offshore (Incorporated by reference to Exhibit
2.3 to Form 8K, File No. 0-7265, filed December 26, 1996)
Letter Agreement, dated March 14, 1997 (Previously filed with the Original 13D).
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APPENDIX A
LEHMAN BROTHERS HOLDINGS INC.
BOARD OF DIRECTORS
NAME / TITLE BUSINESS ADDRESS
Michael L. Ainslie Lehman Brothers Holdings Inc.
Private Investor and former 399 Park Avenue
President and Chief Executive New York, New York 10022
Officer of Sotheby's Holdings
John F. Akers Lehman Brothers Holdings Inc.
Retired Chairman of 399 Park Avenue
International Business Machines New York, New York 10022
Corporation
Roger S. Berlind Lehman Brothers Holdings Inc.
Theatrical Producer 399 Park Avenue
New York, New York 10022
Thomas H. Cruikshank Lehman Brothers Holdings Inc.
Retired Chairman and Chief 399 Park Avenue
Executive Officer of Halliburton New York, New York 10022
Company
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive 399 Park Avenue
Officer of New York, NY 10285
Lehman Brothers Holdings Inc.
Henry Kaufman Lehman Brothers Holdings Inc.
President of Henry Kaufman & 399 Park Avenue
Company, Inc. New York, NY 10285
John D. Macomber Lehman Brothers Holdings Inc.
Principal of JDM Investment Group 399 Park Avenue
New York, NY 10285
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Dina Merrill Lehman Brothers Holdings Inc.
Director and Vice 399 Park Avenue
Chairman of RKO Pictures, Inc. New York, NY 10285
and actress
All of the above individuals are citizens of the United States.
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LEHMAN BROTHERS HOLDINGS INC.
EXECUTIVE OFFICERS
NAME / TITLE BUSINESS ADDRESS
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive Officer 399 Park Avenue
of Lehman Brothers Holdings Inc. New York, NY 10285
David Goldfarb Lehman Brothers Holdings Inc.
Chief Financial Officer 399 Park Avenue
New York, New York 10022
Joseph M. Gregory Lehman Brothers Holdings Inc.
Chief Administrative Officer 399 Park Avenue
New York, New York 10022
Jeremy M. Isaacs Lehman Brothers Holdings Inc.
Chief Executive Officer- One Broadgate London
Europe and Asia EC2M7HA
United Kingdom
Bradley H. Jack Lehman Brothers Holdings Inc.
Head of Investment Banking 399 Park Avenue
Division New York, New York 10022
Jeffrey Vanderbeek Lehman Brothers Holdings Inc.
Head of Capital Markets Division 399 Park Avenue
New York, New York 10022
All of the above individuals are citizens of the United States, except Mr.
Isaacs, who is a citizen of the United Kingdom.