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):
December 23, 2002 (December 10, 2002)
----------
TORCH OFFSHORE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-32855 74-2982117
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation or Organization) 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
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 10, 2002, Torch Offshore, Inc. (the "Company") announced it had
entered into an agreement for the purchase of the Wave Alert, a 340-foot
cable-laying dynamically positioned vessel, from Global Marine Shipping Limited
("Global Marine") for approximately $10.9 million. The purchase of the vessel is
being financed by Global Marine and will be paid off by the Company over a
five-year period. The Company will rename the vessel the Midnight Wrangler.
A copy of the Company's press release announcing the acquisition is filed as an
exhibit to this Form 8-K and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
99.1 Press release dated December 10, 2002.
99.2 Memorandum of Agreement between Global Marine Systems Limited
of East Saxon House and Torch Offshore Inc. dated 27th
November, 2002.
99.3 Credit Facility Agreement between (1) Torch Offshore Inc. (2)
Global Marine Systems Limited Relating to the Vessel "Wave
Alert" to be Renamed "Midnight Wrangler."
99.4 Assignment of Insurances between (1) Torch Offshore Inc., as
Assignor, and (2) Global Marine Systems Limited, as Assignee.
99.5 First Preferred Vanuatu Ship Mortgage on m.v. "Midnight
Wrangler" formerly "Wave Alert" between (1) Torch Offshore
Inc., as Owner, and (2) Global Marine Systems Limited, as
Mortgagee.
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: December 23, 2002 ------------------------
Robert E. Fulton
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
99.1 Press release dated December 10, 2002.
99.2 Memorandum of Agreement between Global Marine Systems Limited
of East Saxon House and Torch Offshore Inc. dated 27th
November, 2002.
99.3 Credit Facility Agreement between (1) Torch Offshore Inc. (2)
Global Marine Systems Limited Relating to the Vessel "Wave
Alert" to be Renamed "Midnight Wrangler."
99.4 Assignment of Insurances between (1) Torch Offshore Inc., as
Assignor, and (2) Global Marine Systems Limited, as Assignee.
99.5 First Preferred Vanuatu Ship Mortgage on m.v. "Midnight
Wrangler" formerly "Wave Alert" between (1) Torch Offshore
Inc., as Owner, and (2) Global Marine Systems Limited, as
Mortgagee.