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 10, 2002
Commission file number 000-32855
__________
TORCH OFFSHORE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 74-2982117
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) 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
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 10, 2002, Torch Offshore, Inc. (the "Company")
completed the purchase of the Smit Express from Smit
International for $9.75 million. The vessel has been
delivered to Davie Industries Inc. in Quebec, Canada to
assist in the detailed engineering presently underway
related to the conversion of the vessel (Exhibit 99.1). The
520-foot vessel is being converted to a DP-2 offshore
construction vessel to be equipped with the Company's patent-
pending pipelay system and will be renamed the Midnight
Express.
The Company purchased the Midnight Express with funds on-
hand; therefore, no additional financing was required.
There are no material relationships between Smit
International and the Company or any of its affiliates,
officers, directors, or any associate of any such director
or officer.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
99.1 Press release dated April 16, 2002, "Torch
Offshore Announces Delivery and Commencement of
Second Phase of Engineering of the Midnight
Express."
99.2* Memorandum of Agreement between Torch Offshore,
Inc. and Smit International Eminent Carriers N.V.
of Grote Werf Noord (Scharloo) dated December 28,
2001 (Incorporated by reference to Exhibit 21.1 to
the Company's Annual Report on Form 10-K for the
Fiscal Year Ended December 31, 2001).
_________________________________
* Incorporated by reference as indicated.
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/ WILLIAM J. BLACKWELL
Date: April 16, 2002 ----------------------------
William J. Blackwell
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
99.1 Press release dated April 16, 2002, "Torch
Offshore Announces Delivery and Commencement of
Second Phase of Engineering of the Midnight
Express."
99.2* Memorandum of Agreement between Torch Offshore,
Inc. and Smit International Eminent Carriers N.V.
of Grote Werf Noord (Scharloo) dated December 28,
2001 (Incorporated by reference to Exhibit 21.1 to
the Company's Annual Report on Form 10-K for the
Fiscal Year Ended December 31, 2001).
_________________________________
* Incorporated by reference as indicated.
EXHIBIT
99.1
NEWS RELEASE
For immediate release to: Contact: Bill Blackwell (1)504-367-7030
Analysts, Financial Community, Media b.blackwell@torchinc.com
Bradley Lowe (1) 504-367-7030
b.lowe@torchinc.com
Torch Offshore Announces Delivery and Commencement of Second
Phase of Engineering of the Midnight Express
New Orleans, Louisiana USA, April 16, 2002
Torch Offshore, Inc. (NASDAQ: TORC) announced today that it
has completed the purchase of the Smit Express from Smit
International for $9.75 million and that the vessel has been
delivered to Davie Industries Inc. in Quebec, Canada to
assist in the detailed engineering presently underway
related to the conversion of the vessel. The 520-foot
vessel will be converted to a DP-2 offshore construction
vessel equipped with our patent-pending pipelay system and
will be renamed the Midnight Express.
The detailed engineering for the vessel conversion started
in early February at Davie Industries Inc. with the
assistance of UK-based Maritime Audit and Technical Services
Limited ("MAATS"). The first phase of this engineering
effort consisted of the validation of the converted ship
basic design (general arrangement, power, speed,
propulsion/dynamic positioning arrangements, etc.) This
phase was completed in mid-March. The second phase
consisting of the production of all the detailed drawings
and associated documentation required for class (Lloyds
Register of Shipping) approval started immediately upon
completion of the first phase. This engineering effort
should be substantially completed by the end of May 2002.
Having the vessel present at the shipyard should aid the
team in the efficiency and accuracy of the engineering.
Lyle Stockstill, Torch Offshore Chairman and CEO, commented,
"We are happy to have the Midnight Express in our possession
and even more excited with the timely manner in which the
engineering is progressing. The next stage in the vessel
conversion will be for the bidding out for a shipyard, which
should occur during the second quarter of 2002. This keeps
us on schedule for the vessel to be operating in the
deepwater arena as early as the third quarter of 2003."
Established in 1978, Torch Offshore, Inc. currently operates
a fleet of nine vessels engaged in offshore pipeline
installation and subsea construction for the oil and gas
industry. Torch Offshore is expanding beyond its established
shallow water niche market in order to serve the industry's
worldwide growing needs in the deep waters.
Any statements made in this news release, other than those
of historical fact, about an action, event or development,
which the Company hopes, expects, believes or anticipates
may or will occur in the future, are forward-looking
statements under U.S. securities laws. Such statements are
subject to various assumptions, risks and uncertainties,
which are specifically described in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
2001 filed with the Securities and Exchange Commission, as
well as other factors that may not be within the Company's
control, including, specifically, variable oil and natural
gas commodity prices and offshore construction activity
levels. Forward-looking statements are not guarantees of
future performance or an assurance that the Company's
current assumptions and projections are valid. Actual
results may differ materially from those projected.