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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 15, 2005
TORCH OFFSHORE, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-32855 74-2982117
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
401 WHITNEY AVENUE, SUITE 400 GRETNA, LOUISIANA 70056-2596
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(504) 367-7030
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 2, 2005, in accordance with bidding procedures approved by the
United States Bankruptcy Court for the Eastern District of Louisiana (the
"Bankruptcy Court"), Torch Offshore, Inc. (the "Company") and its wholly-owned
subsidiaries, Torch Offshore, L.L.C. and Torch Express, L.L.C., each
debtors-in-possession under Chapter 11 of title 11 of the United States Code,
conducted an auction for the sale of substantially all of its assets (the
"Auction").
On June 15, 2005, following a hearing held on June 8, 2005, the Bankruptcy
Court entered four orders (the "Approval Orders") approving, respectively, the
Company's entry into four purchase agreements with the following parties that,
in the Company's business judgment, submitted the highest and best bids for the
Company's assets at the Auction (collectively, the "Purchase Agreements"): (i)
General Electric Capital Corporation, one of the Company's existing prepetition
secured lenders, for the purchase of three of the Company's vessels, the M/V
Midnight Wrangler, the M/V Midnight Eagle, and the M/V Midnight Gator for the
purchase price of $18,360,000, in the form of a "credit bid," (ii) EPIC Divers,
Inc., for the purchase of a saturation diving system for the purchase price of
$2,800,000 in cash, (iii) Cal Dive International, Inc. ("Cal Dive"), for the
purchase of a saturation diving system for the purchase price of $700,000 in
cash and (iv) Cal Dive, for the purchase of seven of the Company's vessels: the
M/V Midnight Express, the M/V Midnight Rider, the M/V Midnight Brave, the M/V
Midnight Dancer, the M/V Midnight Carrier, the M/V Midnight Star and the M/V
Midnight Fox, and certain related equipment for the purchase price of
$83,000,000 in cash, plus the assumption of certain liabilities. The Purchase
Agreements do not include the Company's accounts receivable or claims owned by
the Company's bankruptcy estate.
The foregoing description of the Purchase Agreements does not purport to
be complete and is qualified in its entirety by reference to such documents,
copies of which are filed as, respectively, Exhibits 10.1 - 10.4 hereto and
incorporated into this Form 8-K by reference.
One of the conditions precedent to the effectiveness of the Purchase
Agreements is that the Approval Orders become final and not be subject to any
stay. On June 8, 2005, the official committee of unsecured creditors appointed
in the Company's bankruptcy case (the "Committee") appealed the Approval Orders
to the United States District Court for the Eastern District of Louisiana (the
"District Court") and, additionally, sought a stay of the Approval Orders
pending such appeal. On June 13, 2005, the District Court issued an order
preemptively staying the Approval Orders. The Company will be unable to complete
the transactions contemplated by the Purchase Agreements until such time as the
District Court denies the Committee's appeal.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b) Departure of Directors
Effective June 16, 2005, Curtis Lemons resigned from the board of
directors of the Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Vessel Purchase Agreement, dated as of May 5, 2005, by and
between General Electric Capital Corporation, and Torch
Offshore, Inc., Torch Offshore, L.L.C., and Torch Express,
L.L.C.
10.2 Asset Purchase Agreement, dated as of June 9, 2005, by and
between EPIC Divers, Inc., Torch Offshore, Inc., Torch
Offshore, L.L.C., and Torch Express, L.L.C.
10.3 Equipment Purchase Agreement, dated as of June 10, 2005, by
and between Cal Dive International, Inc., Torch Offshore,
Inc., Torch Offshore, L.L.C., and Torch Express, L.L.C.
10.4 Amended And Restated Asset Purchase Agreement, dated as of
June 6, 2005, by and between Cal Dive International, Inc.,
Torch Offshore, Inc., Torch Offshore, L.L.C., and Torch
Express, L.L.C.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
TORCH OFFSHORE, INC.
DATE: June 20, 2005 By: /s/ ROBERT E. FULTON
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Robert E. Fulton
Chief Financial Officer