Converted StateTrueConverted Date24-Aug-2001WPClean
Version2.0.0.21CW Macro Package
IntegrationSOFTWISE_AdHocReviewCycleID-921309885_EmailSubjectDraft
Schedule
13D_AuthorEmailPYeh@ropesgray.com_AuthorEmailDisplayNameYeh, Peggy L.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Seabulk International Inc.
--------------------------------------
(Name of Issuer)
Seabulk International Inc. Common
Stock, par value $.01 per share, and
Warrants exercisable for Common Stock
--------------------------------------
(Title of Class of Securities)
81169P101 (Common Stock)
81169P127 (144A Warrants)
81169P119 (Warrants)
--------------------------------------
(CUSIP Numbers)
Copy to:
Sandra P. Tichenor,
Esq. Christopher
A. Klem, Esq.
Loomis, Sayles & Company, L.P.
Ropes & Gray
One Financial
Center One
International Place
Boston, MA
02111
Boston, MA 02110-2624
(617)
482-2450
(617) 951-7410
--------------------------------------
(Name, Address and Telephone Number
of Person
Authorized to Receive Notices and
Communications)
July 9, 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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(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.
Seess.240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP Nos.
81169P101 (Common
Stock)
81169P127 (144A
Warrants)
81169P119
(Warrants)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loomis, Sayles & Company, L.P.
Employer ID No. 04-3200030
2. (a)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
5. REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF 4,012,483
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8. SHARED VOTING POWER
316,027
9. SOLE DISPOSITIVE POWER
5,265,939
10. SHARED DISPOSITIVE POWER
none
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,265,939 shares
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
12. CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
48.78%
14. TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP Nos.
81169P101
(Common Stock)
81169P127 (144A
Warrants)
81169P119
(Warrants)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loomis, Sayles Voting, Inc.
Employer ID No. 04-3200391
2. (a)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
5. REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7. SOLE VOTING POWER
NUMBER OF 4,012,483
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8. SHARED VOTING POWER
316,027
9. SOLE DISPOSITIVE POWER
5,265,939
10. SHARED DISPOSITIVE POWER
none
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,265,939 shares
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
12. CERTAIN SHARES*
13. PERCENT 48.78%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
Seabulk International, Inc.
Item 1. Security and Issuer
This Schedule 13D pertains to shares of Common Stock, par value $.01 ("Common
Stock") and Common Stock issuable upon the exercise of Class A warrants and Rule
144A warrants (collectively, the "Warrants") of Seabulk International Inc. (the
"Issuer").
The Issuer's address is Seabulk International Inc., 2200
Eller Drive, PO Box 13038, Fort Lauderdale, FL 33316.
Item 2. Identity and Background
This Schedule 13D is being filed by Loomis, Sayles & Company,
L.P., a Delaware limited partnership ("Loomis"), and its general
partner, Loomis, Sayles Voting, Inc., a Delaware corporation
("LS Inc." and, together with Loomis, the "Loomis Entities").
The address of the principal executive offices and the principal business of
the Loomis Entities is One Financial Center, Boston, Massachusetts 02111.
Loomis is an investment adviser registered under the Investment Advisers Act
of 1940, as amended.
LS Inc. is a single purpose entity that acts as a
special-purpose general partner of Loomis.
Item 3. Source and Amount of Funds or Other Consideration
Loomis acts as investment adviser to certain managed accounts (the "Managed
Accounts"), which received the Common Stock and the Warrants (the Common Stock
and the Warrants together being referred to as the "Account Shares"). Pursuant
to a plan of reorganization under Chapter 11 of the Bankruptcy Code (the
"Plan"), the Managed Accounts received the Account Shares in exchange for (i)
certain securities of the Issuer previously held by the Managed Accounts and
(ii) additional consideration paid by Loomis for certain debt securities of the
Issuer and Warrants exercisable for a total of 171,226 shares of Common Stock.
The effective date of the Plan (the "Effective Date") was December 15, 1999.
Item 4. Purpose of the Transaction
As described in Item 3, the Managed Accounts received the Account Shares in
exchange for certain securities of the Issuer pursuant to the Plan. The Account
Shares and the securities of the Issuer that the Managed Accounts previously
held were acquired for investment purposes and not with the purpose of changing
or influencing control of the issuer.
The Loomis Entities have no present plan or proposal to acquire additional
shares of Common Stock, whether on behalf of the Managed Accounts or otherwise.
In the ordinary course of business, however, the Loomis Entities may purchase or
acquire additional shares of Common Stock (or warrants or other securities
exercisable for or convertible into Common Stock) or sell, transfer, or
otherwise dispose of Common Stock currently held in the Managed Accounts or
Common Stock (or warrants or securities exercisable for or convertible into
Common Stock) subsequently acquired by the Loomis Entities, whether on behalf of
the Managed Accounts or otherwise.
On June 13, 2002, Loomis entered into a Securities Purchase Agreement with
DLJ Merchant Banking Partners III, L.P., a CSFB Private Equity fund, and
affiliated entities, and Carlyle/Riverstone Global Energy and Power Fund I, L.P.
(together, the "Purchasers") to sell (i) all of the shares of Common Stock for
$8.00 per share; (ii) all of the Common Stock Purchase Warrants for $7.99 per
share; and (ii) all of the Class A Common Stock Purchase Warrants for $.01 per
share, and pursuant to which Loomis has agreed to exercise certain voting
authority to approve upon the Issuer's solicitation of shareholder approval (a)
the issuance and sale by the Issuer of 12.5 million shares of newly issued
Issuer Common Stock at a cash price of $8.00 per share to the Purchasers and (b)
related amendments to the Issuer's Certificate of Incorporation, subject to
approvals and certain other conditions customary for transactions of this type.
Item 5. Interest in Securities of the Issuer
The Account Shares consist of 5,094,713 shares of Common Stock and a total of
171,226 shares of Common Stock issuable upon exercise of the Warrants. The
Account Shares comprise 48.78% of the issued and outstanding Common Stock.
The Account Shares have the following characteristics:
Sole voting power: 4,012,483 shares
Shared voting power: 316,027 shares
Sole dispositive power: 5,265,939 shares
Shared dispositive power: none
Each of the Managed Accounts has the sole right to receive and direct the
receipt of dividends in respect of, and to receive proceeds from the sale of,
the Account Shares owned by such Managed Accounts. Loomis holds the Account
Shares on behalf of a number of Managed Accounts, two of which have a pecuniary
interest in more than 5% of the issued and outstanding Common Stock as of the
date of this filing. Owners of the Managed Accounts have given Loomis discretion
to manage the Managed Accounts through advisory agreements.
Item 6. Contracts, Arrangements, Understandings or
-------------------------------------------
Relationships with Respect to
------------------------------
Securities of the Issuer
On June 13, 2002, Loomis entered into a Securities Purchase Agreement with
DLJ Merchant Banking Partners III, L.P., a CSFB Private Equity fund, and
affiliated entities, and Carlyle/Riverstone Global Energy and Power Fund I, L.P.
(together, the "Purchasers") to sell (i) all of the shares of Common Stock for
$8.00 per share; (ii) all of the Common Stock Purchase Warrants for $7.99 per
share; and (ii) all of the Class A Common Stock Purchase Warrants for $.01 per
share, and pursuant to which Loomis has agreed to exercise certain voting
authority to approve upon the Issuer's solicitation of shareholder approval (a)
the issuance and sale by the Issuer of 12.5 million shares of newly issued
Issuer Common Stock at a cash price of $8.00 per share to the Purchasers and (b)
required amendments to the Issuer's Certificate of Incorporation, subject to
approvals and certain other conditions customary for transactions of this type.
Additionally, a shareholder vote will be required to approve the amendments to
the Certificate of Incorporation to ensure independent director oversight of
affiliated party transactions and to provide protective rights to minority
shareholders.
Item 7. Material to be filed as Exhibits: N/A
Signature
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: July 9, 2002
LOOMIS, SAYLES & COMPANY, L.P.
By: /s/Peter Giannakoulis
Name: Peter Giannakoulis
Title: Personal Trading Compliance Manager
LOOMIS, SAYLES & COMPANY, INC.
By: /s/Peter Giannakoulis
Name: Peter Giannakoulis
Title: Personal Trading Compliance Manager