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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 30, 2005 (JUNE 29, 2005)
TORCH OFFSHORE, INC.
(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 IDENTIFICATION NO.)
INCORPORATION)
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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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As previously announced, on January 12, 2005, 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 the U.S.
Bankruptcy Code, entered into an agreement with Regions Bank and Export
Development Canada (collectively, the "Lenders") for debtor-in-possession
financing (the "DIP Facility"). The DIP Facility was first amended on March 31,
2005. On June 29, 2005 the Bankruptcy Court approved the second amendment to the
DIP Facility to, among other things, extend the termination date of the DIP
Facility to August 5, 2005. A copy of the Amendment No. 2 to the DIP Facility is
filed as Exhibit 10.1 hereto and is incorporated by reference herein.
On June 29, 2005 the Bankruptcy Court also approved the joint motion by the
Company and Bridge Associates L.L.C. ("Bridge"). to revoke the termination of
Bridge. as chief restructuring advisor to the Company. As a result, the
previously announced default under the DIP Facility has been cured.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information provided in Item 1.01 of this Current Report regarding the DIP
Facility is incorporated into this Item 2.03 by reference
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description
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10.1 Amendment no. 2 to Debtor-in-Possession
Credit Agreement and Loan Documents dated June 17, 2005
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 30, 2005 By: /S/ Robert E. Fulton
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Robert E. Fulton
Chief Financial Officer
EXHIBIT INDEX
99.1 Amendment no. 2 to Debtor-in-Possession Credit Agreement and Loan
Documents dated June 17, 2005