8-K 1 h24677e8vk.txt TORCH OFFSHORE, INC. - APRIL 27, 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- 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): April 27, 2005 (April 25, 2005) ------------------- TORCH OFFSHORE, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 000-32855 74-2982117 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 401 WHITNEY AVENUE, SUITE 400 GRETNA, LOUISIANA 70056-2596 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (504) 367-7030 ------------------- 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: [ ] 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) ITEM 7.01 REGULATION FD DISCLOSURE. As previously reported, on January 7, 2005, Torch Offshore, Inc. (the "Company") and its wholly owned subsidiaries, Torch Offshore, L.L.C. and Torch Express, L.L.C., filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code with the United States Bankruptcy Court for the Eastern District of Louisiana (the "Bankruptcy Court") to facilitate a restructuring of their debt. The cases were consolidated for the purpose of joint administration and were assigned cased number 05-10137. The Company continues to operate its business as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with applicable provisions of the U.S. Bankruptcy Code. On April 25, 2005, the Company and its wholly owned subsidiaries filed their monthly operating reports for the period March 1, 2005 through March 31, 2005 with the Bankruptcy Court (collectively, the "Monthly Operating Reports"). The Monthly Operating Reports are on an unconsolidated basis and therefore not comparable to the Company's previous annual and quarterly reports. A copy of the Monthly Operating Reports is furnished hereunder as Exhibits 99.1, 99.2 and 99.3 to this Form 8-K. CAUTIONARY STATEMENTS REGARDING FINANCIAL AND OPERATING DATA The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, as they were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Reports were not audited or reviewed by independent accountants, are as prescribed by applicable bankruptcy laws, and are subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company's securities, the Monthly Operating Reports are complete. The Monthly Operating Reports also contain information for periods which are shorter or otherwise different from those required in the Company's reports pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such information might not be indicative of the Company's financial condition or operating results for the period that would be reflected in the Company's financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Reports should not be viewed as indicative of future results. LIMITATION ON INCORPORATION BY REFERENCE In accordance with General Instruction B.2 of Form 8-K, the information in this Form 8-K furnished pursuant to Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit Number Description 99.1 Torch Offshore, Inc. Monthly Operating Report for the period March 1, 2005 through March 31, 2005. 99.2 Torch Offshore, L.L.C. Monthly Operating Report for the period March 1, 2005 through March 31, 2005. 99.3 Torch Express, L.L.C. Monthly Operating Report for the period March 1, 2005 through March 31, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TORCH OFFSHORE, INC. By: /s/ ROBERT E. FULTON Date: April 27, 2005 ---------------------------------- Robert E. Fulton Chief Financial Officer EXHIBIT INDEX Exhibit Number Description 99.1 Torch Offshore, Inc. Monthly Operating Report for the period March 1, 2005 through March 31, 2005. 99.2 Torch Offshore, L.L.C. Monthly Operating Report for the period March 1, 2005 through March 31, 2005. 99.3 Torch Express, L.L.C. Monthly Operating Report for the period March 1, 2005 through March 31, 2005.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): April 7, 2005 (April 1, 2005)

TORCH OFFSHORE, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-32855	74-2982117
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

401 Whitney Avenue, Suite 400
Gretna, Louisiana		70056-2596
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (504) 367-7030

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 1.01 Entry into a Material Definitive Agreement.

On April 1, 2005, Torch Offshore, Inc. (the “Company”) entered into an asset purchase agreement (the “Agreement”) with Cal Dive International, Inc., which has agreed to serve as the “stalking horse” bidder for the purchase of the Company’s fleet of vessels, including all equipment, inventory, intellectual property and other assets related to the operation of the vessels. In exchange for these assets, the Company will receive consideration of approximately $92.0 million, including a deposit of $4.6 million, which will be credited towards the purchase price. The Agreement does not include the Company’s accounts receivable, overhead assets unrelated to the operation of the vessels, and claims owned by the Company’s bankruptcy estate.

The Agreement has been filed with the United States Bankruptcy Court for the Eastern District of Louisiana (the “Bankruptcy Court”) along with a motion seeking the establishment of bidding procedures for an auction that allows other qualified bidders to submit higher or otherwise better offers for all or part of the Company’s assets, as required under Section 363 of the Bankruptcy Code. The Company anticipates that a transaction involving all or part of its assets will be completed in the second quarter of 2005, pending approval of the Bankruptcy Court and certain government regulatory agencies.

Attached hereto and incorporated by reference is a copy of the Agreement as Exhibit 10.1 and a copy of the bidding procedures as Exhibit 10.2. In addition, a copy of the press release dated April 7, 2005 is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01		Financial Statements and Exhibits.
(c)		Exhibits.

Exhibit Number		Description
10.1		Asset Purchase Agreement by and between Cal Dive International, Inc., as Buyer, and Torch Offshore, Inc., Torch Offshore, L.L.C., and Torch Express, L.L.C., as Sellers, as of April 1, 2005.
10.2		Motion of the Debtors Pursuant to 11 U.S.C. §§ 105, 363, 365 and 1146(c) and Fed. R. Bankr. P. 2002, 6004 and 6006 for an Order (A) Approving the Sale of Certain Vessels, Equipment, Inventory, Intellectual Property and Certain Related Assets, and Assignment of Certain Contracts, to Cal Dive International, Inc. or Other Successful Bidder(s) at Auction, Free and Clear of all Liens, Claims, Encumbrances and Interests; (B) Approving Bidding Procedures and Bid Protections (Including Break-Up Fee and Expense Reimbursement); and (C) Approving the Form and Manner of Notice Thereof.
99.1		Torch Offshore, Inc. Press Release Dated April 7, 2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TORCH OFFSHORE, INC.
Date: April 7, 2005	By:	/s/ ROBERT E. FULTON
		Robert E. Fulton
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
10.1		Asset Purchase Agreement by and between Cal Dive International, Inc., as Buyer, and Torch Offshore, Inc., Torch Offshore, L.L.C., and Torch Express, L.L.C., as Sellers, as of April 1, 2005.
10.2		Motion of the Debtors Pursuant to 11 U.S.C. §§ 105, 363, 365 and 1146(c) and Fed. R. Bankr. P. 2002, 6004 and 6006 for an Order (A) Approving the Sale of Certain Vessels, Equipment, Inventory, Intellectual Property and Certain Related Assets, and Assignment of Certain Contracts, to Cal Dive International, Inc. or Other Successful Bidder(s) at Auction, Free and Clear of all Liens, Claims, Encumbrances and Interests; (B) Approving Bidding Procedures and Bid Protections (Including Break-Up Fee and Expense Reimbursement); and (C) Approving the Form and Manner of Notice Thereof.
99.1		Torch Offshore, Inc. Press Release Dated April 7, 2005.

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