UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No.2
Under the Securities Exchange Act of 1934
GULFMARK OFFSHORE, INC.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
402629109
(CUSIP Number)
Jeffrey A Welikson
Senior Vice President and Secretary
Lehman Brothers Holdings Inc.
399 Park Avenue
New York, NY 10022
(212) 526-0858
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 12, 2002
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7). NOT APPLICABLE
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CUSIP No.
402629109
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Brothers Holdings Inc.
13-3216325
2) Check the Appropriate box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (see instructions)
OO
5) Check Box if Disclosure of Legal Proceedings is Requires
Pursuant to Items 2(d) or 2(E)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
2,030,226
8) Shared Voting Power
-0-
9) Sole Dispositive Power
2,030,226
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,030,226
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12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
20.93%
14) Type of Reporting Person
HC/CO
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Schedule 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $0.01 (the "Common
Stock"), of GulfMark Offshore, Inc., a Delaware corporation ("GulfMark
Offshore"). The address of the principal executive offices of4400 Post Oak
Parkway, Suite 1170, Houston, Texas 77027-3414.
Item 2. Identity and Background
This statement is filed on behalf of Lehman Brothers Holdings Inc., Delaware
corporation ("Holdings"), 745 Seventh Avenue, New York, New York 10019.
Holdings is one of the leading global investment banks, serving institutional,
corporate, government and high-net-worth clients and customers.
The names, residence or business addresses, citizenships and present principal
occupations or employment of the senior executive officers and directors of the
Reporting Person are set forth in Appendix A hereto.
Neither the Reporting Person, nor, to the best knowledge of the Reporting
Person, any of the persons listed in Appendix A hereto has during the last five
years (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been party to a civil proceeding of a judicial
or administrative body of a competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source of Funds or Other Consideration
No change.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
(a) See Item 4. On March 12, 2002, Gulfmark issued 1,500,000 additional shares
of Common Stock in a public offering registered under the Securities Act of
1933, as amended (the "Securities Act"). According to Gulfmark's Prospectus
dated March 12, 2002, filed with the Securities Exchange Commission on March 13,
2002, pursuant to Rule 424(b) under the Securities Act, the number of shares of
Common Stock outstanding after the offering is 9,699,137. Accordingly, the
percentage of the Common Stock beneficially owned by the Reporting Persons as of
the date hereof is as indicated in Item 13 of the cover page. Since the filing
of the Reporting Persons' Amendment No.1 to Schedule 13D on February 14, 2002
("13D Amendment No.1") there has been no change to the number of the Issuer's
shares of Common Stock beneficially owned by the Reporting Person.
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(b) No change.
(c) No change.
(d) No change.
(e) No change.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
No change.
Item 7. Material to be Filed as Exhibits.
Agreement and Plan of Merger, dated as of December 5, 1996, among EVI, GulfMark,
Sub and GulfMark Offshore (incorporated by reference to Exhibit 2.2 to Form 8K,
File No. 0-7265, filed December 26, 1996)
Agreement and Plan of Distribution, dated as of dated as of December 5, 1996,
among EVI, GulfMark and GulfMark Offshore (incorporated by reference to Exhibit
2.3 to Form 8K, File No. 0-7265, filed December 26, 1996)
Letter Agreement, dated March 14, 1997 (incorporated by reference to Exhibit A
to the Reporting Persons' 13 D Amendment No.1 filed February 14, 2002.)
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: March 18, 2002
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Barrett S. DiPaolo
Name: Barrett S. DiPaolo
Title: Vice President
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APPENDIX A
LEHMAN BROTHERS HOLDINGS INC.
BOARD OF DIRECTORS
NAME / TITLE BUSINESS ADDRESS
Michael L. Ainslie Lehman Brothers Holdings Inc.
Private Investor and former 745 Seventh Avenue
President and Chief Executive New York, New York 10019
Officer of Sotheby's Holdings
John F. Akers Lehman Brothers Holdings Inc.
Retired Chairman of 745 Seventh Avenue
International Business Machines New York, New York 10019
Corporation
Roger S. Berlind Lehman Brothers Holdings Inc.
Theatrical Producer 745 Seventh Avenue
New York, New York 10019
Thomas H. Cruikshank Lehman Brothers Holdings Inc.
Retired Chairman and Chief 745 Seventh Avenue
Executive Officer of Halliburton New York, New York 10019
Company
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive 745 Seventh Avenue
Officer of New York, New York 10019
Lehman Brothers Holdings Inc.
Henry Kaufman Lehman Brothers Holdings Inc.
President of Henry Kaufman & 745 Seventh Avenue
Company, Inc. New York, New York 10019
John D. Macomber Lehman Brothers Holdings Inc.
Principal of JDM Investment Group 745 Seventh Avenue
New York, New York 10019
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Dina Merrill Lehman Brothers Holdings Inc.
Director and Vice 745 Seventh Avenue
Chairman of RKO Pictures, Inc. New York, New York 10019
and Actress
All of the above individuals are citizens of the United States.
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LEHMAN BROTHERS HOLDINGS INC.
EXECUTIVE OFFICERS
NAME / TITLE BUSINESS ADDRESS
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive Officer 745 Seventh Avenue
of Lehman Brothers Holdings Inc. New York, New York 10019
David Goldfarb Lehman Brothers Holdings Inc.
Chief Financial Officer 745 Seventh Avenue
New York, New York 10019
Joseph M. Gregory Lehman Brothers Holdings Inc.
Chief Administrative Officer 745 Seventh Avenue
New York, New York 10019
Jeremy M. Isaacs Lehman Brothers Holdings Inc.
Chief Executive Officer- One Broadgate London
Europe and Asia EC2M7HA
United Kingdom
Bradley H. Jack Lehman Brothers Holdings Inc.
Head of Investment Banking 745 Seventh Avenue
Division New York, New York 10019
Jeffrey Vanderbeek Lehman Brothers Holdings Inc.
Head of Capital Markets Division 745 Seventh Avenue
New York, New York 10019
All of the above individuals are citizens of the United States, except Mr.
Isaacs, who is a citizen of the United Kingdom.