UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 3
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
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)
May 14, 2004
(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 [ ].
CUSIP No. 402629109
1) Name of Reporting Person
Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person
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 Required 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
3,860,452*
8) Shared Voting Power
-0-
9) Sole Dispositive Power
3,860,452*
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,860,452*
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row (11)
19.26%
14) Type of Reporting Person
HC/CO
* Reflects 2-for-1 stock split on June 30, 2002.
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., a
Delaware corporation ("Holdings"), 745 Seventh Avenue, New York, New York
10019.
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
Holdings are set forth in Appendix A hereto.
Holdings is the managing partner of Shearson Oil Services Partners ("SOS
Partners"), a partnership formed in 1989 to hold, among other things, shares of
common stock of Gulfmark International, Inc. ("Gulfmark International"), from
which GulfMark Offshore was spun off in 1997, and which holds the shares of
Common Stock reported herein. Holdings contributed 100% of the capital of SOS
Partners. David J. Butters and Robert B. Millard, the other partners of SOS
Partners, are each entitled to receive 5.625% of the profits of SOS Partners
after Holdings has received distributions equal to its capital investment plus a
return on its capital equal to its cost of funds.
Messrs. Butters and Millard, each of whom are U.S. citizens, are directors of
GulfMark Offshore and are Managing Directors of Lehman Brothers Inc., a direct,
wholly-owned subsidiary of Holdings.
Neither the Reporting Person nor, to the best knowledge of the Reporting Person,
either of Messrs. Butters or Millard 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
No change.
Item 4. Purpose of Transaction
No change.
The Reporting Person intends to evaluate continually the business, prospects and
financial condition of GulfMark Offshore, the market for shares of Common Stock,
other opportunities available to the Reporting Person, general economic
conditions, money and stock market conditions and other factors and future
developments which the Reporting Person may deem relevant from time to time.
Depending on these factors, the Reporting Person may decide to sell all or part
of the Common Stock that it holds. Any disposition, or any further acquisition,
may be effected through privately negotiated transactions, donations to
charitable organizations or otherwise.
Except as set forth in this Report, as amended, the Reporting Person 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.
Item 5. Interest in Securities of the Issuer
On June 30, 2002, Gulfmark Offshore effected a two-for-one common stock split.
Since the filing of the Reporting Person's Amendment No.2 to Schedule 13D on
March 18, 2002, there has been no other change to the amount of the Common Stock
beneficially owned by the Reporting Person, except as set forth in paragraph (c)
below. Percentages are based on 20,042,519 shares of Common Stock outstanding as
of May 7, 2004, as reported in GulfMark Offshore's most recent Quarterly Report
on Form 10-Q.
(a) See cover page. As partners of SOS Partners, Messrs. Butters and Millard
may each be deemed to beneficially own the shares of Common Stock held by
SOS Partners; however, each of them disclaims beneficial ownership of such
shares except to the extent of his pecuniary interest therein.
(b) See cover page. As partners of SOS Partners, Messrs. Butters and Millard
may each be deemed to share with Holdings and each other the power to vote
or direct the vote or to dispose or direct the disposition of the shares of
Common Stock held by SOS Partners; however, each of them disclaims
beneficial ownership of such shares except to the extent of his pecuniary
interest therein.
(c) On May 14, 2004, SOS Partners made a distribution of 200,000 shares of the
Common Stock to its partners as follows:
Holdings 177,500
David J. Butters 11,250
Robert B. Millard 11,250
On May 14, 2004, Holdings donated the 177,500 shares of Common Stock
received in the distribution to The Lehman Brothers Foundation (the
"Foundation"), a tax-exempt private foundation under Section 501(c)(3) of
Internal Revenue Code. The Foundation has informed Holdings that it
currently intends to sell all of such shares pursuant to Rule 144 under the
Securities Act of 1933, as amended, within a reasonable time.
(d) See Item 2.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
No change except as described above in Item 2.
Item 7. Material to be Filed as Exhibits.
Agreement and Plan of Merger, dated as of December 5, 1996, among Energy
Ventures, Inc. ("EVI"), GulfMark Acquisition Co. and GulfMark International
(incorporated by reference to Exhibit 2.2 to Form 8-K, 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 International and GulfMark Offshore (incorporated by
reference to Exhibit 2.3 to Form 8-K, File No. 0-7265, filed December 26, 1996)
Letter Agreement, dated March 14, 1997 (incorporated by reference to Exhibit A
to the Reporting Person's Schedule 13D filed May 12, 1997.)
Partnership Agreement of SOS Partners, dated as of September 6, 1989 (
filed herewith)
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: March 19, 2004
LEHMAN BROTHERS HOLDINGS INC.
By:/s/ Barrett S. DiPaolo
Name: Barrett S. DiPaolo
Title: Vice President
APPENDIX A
LEHMAN BROTHERS HOLDINGS INC.
BOARD OF DIRECTORS
NAME / TITLE BUSINESS ADDRESS
Michael L. Ainslie Lehman Brothers Holdings Inc.
Private Investor and former 745 Seventh Avenue
President and Chief Executive New York, New York 10019
Officer of Sotheby's Holdings
John F. Akers Lehman Brothers Holdings Inc.
Retired Chairman of 745 Seventh Avenue
International Business Machines New York, New York 10019
Corporation
Roger S. Berlind Lehman Brothers Holdings Inc.
Theatrical Producer 745 Seventh Avenue
New York, New York 10019
Thomas H. Cruikshank Lehman Brothers Holdings Inc.
Retired Chairman and Chief 745 Seventh Avenue
Executive Officer of Halliburton New York, New York 10019
Company
Marsha Johnson Evans Lehman Brothers Holdings Inc.
President of American Red Cross 745 Seventh Avenue
New York, New York 10019
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive 745 Seventh Avenue
Officer of New York, New York 10019
Lehman Brothers Holdings Inc.
Sir Christopher Gent Lehman Brothers Holdings Inc.
Former Chief Executive Officer, 745 Seventh Avenue
Vodaphone Group Plc New York, New York 10019
Henry Kaufman Lehman Brothers Holdings Inc.
President of Henry Kaufman & 745 Seventh Avenue
Company, Inc. New York, New York 10019
John D. Macomber Lehman Brothers Holdings Inc.
Principal of JDM Investment Group 745 Seventh Avenue
New York, New York 10019
Dina Merrill Lehman Brothers Holdings Inc.
Director and Vice 745 Seventh Avenue
Chairman of RKO Pictures, Inc. New York, New York 10019
and Actress
All of the above individuals are citizens of the United States, except for Sir
Christopher Gent, who is a citizen of the United Kingdom.
LEHMAN BROTHERS HOLDINGS INC.
EXECUTIVE OFFICERS
NAME / TITLE BUSINESS ADDRESS
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive Officer 745 Seventh Avenue
New York, New York 10019
Jonathan E. Beyman Lehman Brothers Holdings Inc.
Chief of Operations and Technology 745 Seventh Avenue
New York, NY 10019
David Goldfarb Lehman Brothers Holdings Inc.
Chief Financial Officer 745 Seventh Avenue
New York, New York 10019
Joseph M. Gregory Lehman Brothers Holdings Inc.
Chief Operating Officer 745 Seventh Avenue
New York, New York 10019
Bradley H. Jack Lehman Brothers Holdings Inc.
Chief Operating Officer 745 Seventh Avenue
New York, New York 10019
Thomas A. Russo Lehman Brothers Holdings Inc.
Chief Legal Officer 745 Seventh Avenue
New York, NY 10019
All of the above individuals are citizens of the United States.
EXHIBIT INDEX
Partnership Agreement of SOS Partners, dated as of September 6, 1989