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Tidewater Inc – ‘424B1’ on 9/8/95

As of: Friday, 9/8/95 · Accession #: 899243-95-597 · File #: 33-62349

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/08/95  Tidewater Inc                     424B1                  1:42K                                    Donnelley R R & S… 06/FA

Prospectus — Rule 424(b)(1)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B1       Final Pros 424(B)(1)                                  11     76K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Available Information Experts Howard, Weil, Labouisse, Friedrichs Incorporated Incorporation of Certain Documents by Reference Lazard Freres & Co. Llc Legal Matters Offering, The Prospectus Summary Risk Factors Salomon Brothers Inc Selling Stockholders The Offering Underwriting
1	1st Page - Filing Submission
"	Lazard Freres & Co. Llc
2	Available Information
"	Incorporation of Certain Documents by Reference
3	Prospectus Summary
4	The Offering
6	Risk Factors
8	Selling Stockholders
9	Underwriting
10	Legal Matters
"	Experts
11	Salomon Brothers Inc
"	Howard, Weil, Labouisse, Friedrichs Incorporated

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                                        ----------------------------------------
                                        Filed pursuant to Rule 424(b)(1)
                                         Registration No. 33-62349
                                        ----------------------------------------

PROSPECTUS                                                                      

1,800,000 SHARES

TIDEWATER INC.

COMMON STOCK

[LOGO OF TIDEWATER INC. APPEARS HERE]                                           
----------------

 All of the 1,800,000 shares of Common Stock of Tidewater Inc. (the "Company")
offered hereby (the "Offering") are being sold by certain stockholders of the   
Company (the "Selling Stockholders"). The Company will not receive any of the   
proceeds from the sale of the shares of Common Stock offered hereby. See        
"Selling Stockholders."                                                         

The Common Stock is listed on the New York Stock Exchange and the Pacific   
Stock Exchange under the symbol "TDW." On September 6, 1995, the closing sale   
price of the Common Stock, as reported on the New York Stock Exchange           
Composite Tape, was $26.75 per share.                                           

----------------

SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THIS PROSPECTUS FOR A DISCUSSION  
OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT   
IN THE COMMON STOCK.                                                            

---------------   

THESE SECURITIES  HAVE NOT  BEEN APPROVED OR  DISAPPROVED BY  THE SECURITIES  
AND EXCHANGE COMMISSION OR  ANY STATE SECURITIES  COMMISSION NOR HAS THE  
SECURITIES AND EXCHANGE COMMISSION  OR ANY STATE SECURITIES COMMISSION  
PASSED UPON  THE  ACCURACY  OR ADEQUACY  OF  THIS  PROSPECTUS. ANY  
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.             

------------------------------------------------------------------------------- 
------------------------------------------------------------------------------- 

                                                                [Download Table]

                                                    UNDERWRITING    PROCEEDS TO  
                                        PRICE TO    DISCOUNT AND      SELLING    
                                         PUBLIC    COMMISSIONS(1) STOCKHOLDERS(2)
---------------------------------------------------------------------------------
                                                                                 
Per Share.............................   $26.00         $.89          $25.11     
---------------------------------------------------------------------------------
Total(3).............................. $46,800,000   $1,602,000     $45,198,000  
---------------------------------------------------------------------------------

------------------------------------------------------------------------------- 
(1) The Company and the Selling Stockholders have agreed to indemnify the       
 Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933. See "Underwriting."                             
(2) Prior to deducting $50,000 of estimated expenses payable by the Selling     
Stockholders. The expenses payable by the Company are estimated to be   
$110,000.                                                               
(3) The Selling Stockholders have granted the Underwriters 30-day options to    
  purchase up to 200,000 additional shares of Common Stock on the same terms
to cover over-allotments, if any. If all such additional shares are     
purchased, the total Price to Public will be $52,000,000, the total     
Underwriting Discount and Commissions will be $1,780,000 and the total  
 Proceeds to Selling Stockholders will be $50,220,000. See "Underwriting."

---------------   
The Common Stock offered hereby is offered by the Underwriters, subject to  
prior sale, when, as and if delivered to and accepted by the Underwriters,      
subject to approval of certain legal matters by counsel for the Underwriters    
and certain other conditions. The Underwriters reserve their right to           
withdraw, cancel or modify such offer and to reject orders in whole or in       
part. It is expected that delivery of share certificates for the Common Stock   
will be made at the offices of Lazard Freres & Co. LLC, New York, New York, on  
or about September 12, 1995.                                                    

---------------   

LAZARD FRERES & CO. LLC                                                         
SALOMON BROTHERS INC                                            
                                             HOWARD, WEIL, LABOUISSE, FRIEDRICHS
                                                  INCORPORATED

---------------   

The date of this Prospectus is September 7, 1995  

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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT 
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK   
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH    
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR THE PACIFIC      
STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING,  
IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.                                  

AVAILABLE INFORMATION 

 The Company has filed a Registration Statement on Form S-3 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission")      
under the Securities Act of 1933, as amended (the "Securities Act"), pertaining 
to the Common Stock covered by this Prospectus. This Prospectus omits certain   
information and exhibits included in the Registration Statement, copies of      
which may be obtained upon payment of a fee prescribed by the Commission or may 
be examined free of charge at the principal office of the Commission in         
Washington, D.C.                                                                

The Company is subject to the informational requirements of the Securities  
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files 
reports, proxy statements and other information with the Commission. Such       
reports, proxy statements and other information filed with the Commission by    
the Company can be inspected and copied at the public reference facilities      
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,   
N.W., Washington, D.C. 20549, and at the regional offices of the Commission     
located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,       
Illinois 60661 and at Seven World Trade Center, New York, New York 10048.       
Copies of such material can be obtained from the Public Reference Section of    
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed 
rates. The Company's Common Stock is listed on the New York Stock Exchange and  
the Pacific Stock Exchange (Symbol: TDW). Reports, proxy statements and other   
information concerning the Company can be inspected at the offices of such      
exchanges at 20 Broad Street, New York, New York 10005 and 301 Pine Street, San 
Francisco, California 94104, respectively.                                      

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

The following documents, which have been filed by the Company with the      
Commission pursuant to the Exchange Act, are by this reference incorporated in  
and made a part of this Prospectus: (i) the Company's Annual Report on Form 10- 
K for the fiscal year ended March 31, 1995 (File No. 1-6311); (ii) the          
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,   
1995; and (iii) the description of the Company's capital stock set forth in its 
amendments to Registration Statement under the Exchange Act (Forms 8-A/A) filed 
with the Commission on May 24, 1993.                                            

 All reports and other documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this    
Prospectus and prior to the termination of the offering of the Common Stock     
offered hereby shall be deemed to be incorporated by reference herein and to be 
part of this Prospectus from their respective dates of filing. Any statement    
contained in a document incorporated or deemed to be incorporated by reference  
herein shall be deemed to be modified or superseded to the extent that a        
statement contained herein or in any other document subsequently filed which    
also is or is deemed to be incorporated by reference herein modifies or         
supersedes such statement. Any statement so modified or superseded shall not be 
deemed, except as so modified or superseded, to constitute a part of this       
Prospectus.                                                                     

The Company hereby undertakes to provide without charge to each person to   
whom this Prospectus is delivered, upon a written or oral request, a copy of    
any or all of the documents that are incorporated herein by reference (other    
than exhibits to such documents, unless such exhibits are specifically          
incorporated by reference into such documents). Requests should be directed to  
Tidewater Inc., Attention: Secretary, 1440 Canal Street, New Orleans, Louisiana 
70112 (Telephone: (504) 568-1010).                                              

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed     
information and financial data appearing elsewhere in this Prospectus and in    
the consolidated financial statements, including the notes thereto, and other   
documents that are incorporated herein by reference. Unless otherwise           
indicated, the information in this Prospectus assumes that the Underwriters'    
over-allotment options will not be exercised.                                   

THE COMPANY 

The Company serves the international oil and gas industry through its two   
principal divisions: Tidewater Marine and Tidewater Compression. Currently,     
Tidewater Marine and Tidewater Compression account for approximately 80% and    
20%, respectively, of the Company's revenues. The principal executive offices   
of the Company are located at 1440 Canal Street, New Orleans, Louisiana 70112   
(Telephone: (504) 568-1010).                                                    

TIDEWATER MARINE                                                                

Through its Tidewater Marine division, the Company is the world's largest   
provider of offshore supply vessels and marine support services. With a fleet   
of approximately 570 vessels, Tidewater Marine operates, and has a leading      
market share, in most of the world's significant oil and gas exploration and    
production markets. Tidewater Marine provides services supporting all phases of 
offshore exploration, development and production, including: towing and anchor  
handling of mobile drilling rigs and equipment; transporting supplies and       
personnel to sustain drilling, workover and production activities; and          
supporting pipelaying and other offshore construction activities.               

The Company's fleet is deployed in the major offshore oil and gas areas of  
the world. The principal areas of the Company's operations include the U.S.     
Gulf of Mexico, areas offshore Australia, Brazil, Egypt, India, Indonesia,      
Malaysia, Mexico, Trinidad, Venezuela, various countries of West Africa and in  
the North Sea and the Persian Gulf. The Company conducts its operations through 
wholly-owned subsidiaries and joint ventures.                                   

The Company's largest class of vessels consists of towing-supply and supply 
vessels that are chartered to customers for use principally in transporting     
supplies and equipment from shore bases to offshore drilling rigs, platforms    
and other installations. In addition, vessels of the towing-supply type are     
equipped for and are capable of towing drilling rigs and other marine equipment 
and setting anchors for positioning and mooring drilling rigs.                  

The Company's other classes of vessels include crew and utility vessels that
are chartered to customers for use principally in transporting supplies and     
personnel from shore bases to offshore drilling rigs, platforms and other       
installations, and offshore tugs that tow floating drilling rigs, dock tankers, 
tow barges, assist pipelaying and construction barges and are used in a variety 
of other commercial towing operations, including towing barges carrying a       
variety of bulk cargoes and containerized cargo.                                

 The Company's vessels also include inshore tugs and both inshore and offshore
barges, production, line-handling and various special purpose vessels. Inshore  
tugs, which are operated principally within inland waters, tow drilling rigs to 
and from their locations, and tow barges carrying equipment and materials for   
use principally in inland water drilling and production operations. Barges are  
either used in conjunction with Company tugs or are bareboat chartered to       
others.                                                                         

TIDEWATER COMPRESSION                                                           

Tidewater Compression provides natural gas and air compression equipment and
services principally to the energy industry, primarily in the United States.    
With a fleet of approximately 2,900 compressors, Tidewater Compression operates 
the largest rental fleet of gas compressors in the United States, which it      
rents to oil and gas producers and processors. The compressors are used         
primarily to boost the pressure of                                              

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natural gas from the wellhead into gas gathering systems, into nearby gas       
processing plants, or into high pressure pipelines. Gas compression equipment   
and services offered by the Company also are used in the production of coalbed  
methane and in enhanced recovery projects such as fire-flooding, gas lift, or   
gas injection, with the objective of increasing the amount of oil or condensate 
that can be recovered from a reservoir. Customers often rent compressors rather 
than purchase them because the required compressor horsepower and stage         
configuration can change several times during the lifetime of a project. The    
primary market served is natural gas production activities in the United        
States, although the Company is actively seeking to establish markets outside   
the United States.                                                              

During fiscal 1995, the Company almost tripled the size of its gas          
compression fleet through its acquisition of the natural gas compression assets 
of Halliburton Company and one of its affiliated companies (collectively        
"Halliburton Compression") and Brazos Gas Compressing Company ("Brazos"), a     
subsidiary of Mitchell Energy & Development Corp. ("Mitchell"). In the          
Halliburton Compression acquisition, the rental agreements entered into by      
Halliburton for rental of its compressors to customers were assumed by the      
Company. As part of the Brazos transaction, the Company entered into an         
agreement to provide the gas compression service needs of Mitchell Energy       
Corporation, Mitchell's oil and gas operating subsidiary, for a period of two   
years at fair market value rental rates.                                        

THE OFFERING

 The selling stockholders (the "Selling Stockholders") are Corporate Partners,
L.P., Corporate Offshore Partners, L.P. and The State Board of Administration   
of Florida (collectively, the "Corporate Partners Group"), which, prior to the  
Offering, own in the aggregate approximately 7.5% of the outstanding shares of  
Common Stock. The Selling Stockholders were previously stockholders of Zapata   
Gulf Marine Corporation ("Zapata Gulf") and received their shares of Common     
Stock upon the acquisition of Zapata Gulf by the Company in January 1992. After 
giving effect to the Offering, the Corporate Partners Group will own            
approximately 4.1% of the outstanding shares of Common Stock (3.7%, if the      
Underwriters' over-allotment options are exercised in full). See "Selling       
Stockholders."                                                                  

                                                                [Download Table]
                                                                              
Common Stock offered by the Selling Stockholders. 1,800,000 shares(/1/)       
Shares outstanding before and after the Offering. 53,307,918(/2/)             
NYSE and PSE Common Stock Symbol................. TDW                         
Dividends........................................ On July 20, 1995, the Board 
                                                  of Directors of the Company 
                                                  increased the regular       
                                                  quarterly dividend to $.125 
                                                  per share.                  
Use of Proceeds.................................. The Company will not receive
                                                  any of the proceeds from the
                                                  sale of the shares of Common
                                                  Stock offered hereby.       

--------                                                                        
(1) Does not include 200,000 shares that the Underwriters have the option to    
purchase to cover over-allotments, if any.                              
(2) Based on the number of shares of Common Stock outstanding at August 29,     
1995. Does not include 703,188 shares of Common Stock issuable upon     
 exercise of stock options (currently exercisable or exercisable within 60
days) granted under existing stock option plans.                        

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SELECTED FINANCIAL DATA 

The following table contains selected financial data for the Company and its
subsidiaries for the three months ended June 30, 1995 and 1994 and for each of  
the fiscal years in the five-year period ended March 31, 1995. The data for     
each of the fiscal years in the five-year period ended March 31, 1995 are       
derived from the consolidated financial statements of the Company and its       
subsidiaries, which financial statements have been audited by KPMG Peat Marwick 
LLP, independent certified public accountants. The consolidated financial       
statements as of March 31, 1995 and 1994, and for each of the years in the      
three-year period ended March 31, 1995, and the report of KPMG Peat Marwick LLP 
thereon, have been incorporated by reference into this Prospectus. The data for 
the three-month periods ended June 30, 1995 and 1994 are derived from the       
unaudited condensed consolidated financial statements for the related periods   
included in the Form 10-Q that has been incorporated by reference into this     
Prospectus. The following financial data should be read in conjunction with     
such financial statements, including the notes thereto. Results of operations   
for the interim periods are not necessarily indicative of results that may be   
expected for any other interim period or for the year as a whole.               

                                                        [Enlarge/Download Table]

                             THREE MONTHS ENDED                                                                         
                                  JUNE 30,                                 YEAR ENDED MARCH 31,                         
                          ------------------------ ---------------------------------------------------------------------
                          1995(/1/) 1994(/2/)(/3/) 1995(/1/)(/3/)(/4/) 1994(/3/)(/5/) 1993(/7/)(/8/) 1992(/8/) 1991(/8/)
                          --------- -------------- ------------------- -------------- -------------- --------- ---------
                                                 (THOUSAND OF DOLLARS, EXCEPT PER SHARE AMOUNTS)                        
                                                                                                                        
Revenues:                                                                                                               
 Marine operations......  $113,997     $118,418         $455,284          $466,601       $413,439    $430,681  $394,325 
 Compression operations.    27,039       14,913           83,490            55,471         62,099      54,561    61,479 
                          --------     --------         --------          --------       --------    --------  -------- 
                          $141,036     $133,331         $538,774          $522,072       $475,538    $485,242  $455,804 
                          ========     ========         ========          ========       ========    ========  ======== 
Earnings from continuing                                                                                                
 operations.............  $ 16,493     $ 13,441         $ 42,628          $ 36,130       $ 27,809    $ 25,904  $ 36,904 
                          ========     ========         ========          ========       ========    ========  ======== 
Net earnings............  $ 16,493     $ 13,441         $ 42,628          $ 24,160       $ 24,268    $ 26,261  $ 34,646 
                          ========     ========         ========          ========       ========    ========  ======== 
Per common share:                                                                                                       
 Earnings from                                                                                                          
  continuing operations.  $    .31     $    .25         $    .80          $    .67       $    .53    $    .49  $    .70 
                          ========     ========         ========          ========       ========    ========  ======== 
 Net earnings...........  $    .31     $    .25         $    .80          $    .45       $    .46    $    .50  $    .66 
                          ========     ========         ========          ========       ========    ========  ======== 
Total assets............  $872,721     $773,455         $902,185          $809,886       $838,748    $867,573  $896,420 
                          ========     ========         ========          ========       ========    ========  ======== 
Long-term debt..........  $ 60,000     $     --         $100,000          $     --       $ 95,722    $123,896  $181,622 
                          ========     ========         ========          ========       ========    ========  ======== 
Cash dividends declared                                                                                                 
 per common share(/6/)..  $    .10     $    .10         $    .40          $    .30       $   .325    $     --  $     -- 
                          ========     ========         ========          ========       ========    ========  ======== 

-------                                                                         
(1) See Note (3) of Notes to Unaudited Condensed Consolidated Financial         
Statements included in the Form 10-Q incorporated by reference herein   
   concerning an increase in useful lives of marine vessels effective April 1,
 1995. The effect of this change in accounting estimate increased earnings
from continuing operations for the three months ended June 30, 1995 by  
 $2,400,000 ($.04 per common share). See Note (1) of Notes to Consolidated
Financial Statements in the Form 10-K incorporated by reference herein  
 concerning an increase effective October 1, 1994 in the estimated salvage
 value of natural gas compressors. The effect of this change in accounting
  estimate increased earnings from continuing operations by $1,900,000 ($.04
per common share) for the year ended March 31, 1995 and $1,200,000 ($.02
per common share) for the three months ended June 30, 1995.             
(2) See Note (6) of Notes to Unaudited Condensed Consolidated Financial         
 Statements in the Form 10-Q incorporated by reference herein concerning a
   $1,100,000 ($.02 per common share) after-tax property tax refund during the
three months ended June 30, 1994.                                       
(3) See Note (4) of Notes to Unaudited Condensed Consolidated Financial         
 Statements in the Form 10-Q incorporated by reference herein and Note (2)
   of Notes to Consolidated Financial Statements in the Form 10-K incorporated
  by reference herein for pro forma results of operations of the Company and
of the acquired operations of Brazos and Halliburton for the years ended
  March 31, 1995 and 1994 and the three months ended June 30, 1994 as though
   the acquisitions had been consummated on April 1 of the respective periods.
(4) See Note (11) of Notes to Consolidated Financial Statements included in the 
Form 10-K incorporated by reference herein concerning a $3,700,000 ($.07
  per common share) after-tax charge to earnings during the year ended March
31, 1995 reflecting the cost of a restructuring program of the Company's
corporate headquarters and worldwide marine operations.                 
(5) See Note (7) of Notes to Consolidated Financial Statements included in the  
  Form 10-K incorporated by reference herein concerning an $11,970,000 ($.22
per common share) extraordinary loss on early debt retirement during the
year ended March 31, 1994.                                              
(6) As a result of the timing of the fiscal 1994 Board of Directors meetings,   
  only three quarterly dividends of $.10 per common share each were declared
during the year ended March 31, 1994.                                   
(7) See Note (8) of Notes to Consolidated Financial Statements included in the  
Form 10-K incorporated by reference herein concerning a $6,640,000 ($.13
per common share) charge resulting from a change in accounting for      
   postretirement benefits other than pensions during the year ended March 31,
1993.                                                                   
(8) See Note (3) of Notes to Consolidated Financial Statements included in the  
Form 10-K incorporated by reference herein concerning the March 1993    
  disposal of the Company's container shipping segment. Earnings (loss) from
this discontinued operation were $3,099,000 ($.06 per common share),    
   $357,000 ($.01 per common share) and ($2,258,000) (($.04) per common share)
for the years ended March 31, 1993, 1992 and 1991, respectively.        

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RISK FACTORS

Prospective purchasers of the Common Stock offered hereby should carefully  
consider the risk factors set forth below, as well as the other information     
contained or incorporated by reference in this Prospectus.                      

INDUSTRY CONDITIONS                                                             

Tidewater Marine's operations are materially dependent upon the levels of   
activity in offshore oil and natural gas exploration, development and           
production throughout the world. Such activity levels are affected both by      
short-term and long-term trends in world oil and natural gas prices. In recent  
years, oil and natural gas prices and, therefore, the level of offshore         
drilling and exploration activity, have been extremely volatile. Any prolonged  
reduction in oil and natural gas prices would, in all likelihood, depress the   
level of offshore exploration and development activity and result in a          
corresponding decline in the demand for the Company's marine support services.  
Any sustained reduction in such activity would, in all likelihood, have a       
material adverse effect on the Company's revenues and profitability.            

INTERNATIONAL MARINE OPERATIONS                                                 

The Company's foreign marine equipment operations are subject to the usual  
risks inherent in doing business in foreign countries. Such risks include       
political changes, possible vessel seizure, company nationalization or other    
governmental actions, currency restrictions and revaluations and import/export  
restrictions, all of which are beyond the control of the Company. Although it   
is impossible to predict the likelihood of such occurrences or their effect on  
the Company, the Company believes these risks to be within acceptable limits,   
and, in view of the mobile nature of the Company's principal revenue producing  
assets, does not consider them to constitute a factor materially adverse to the 
conduct of its foreign marine equipment operations as a whole.                  

INSURANCE                                                                       

During the past several years, the Company has experienced significant      
increases in the cost of marine insurance. These increases were due in part to  
the contraction of capacity in the third-party marine insurance market, with    
those insurers that remain in the market being unwilling to provide levels of   
coverage available in the past at comparable rates. The increase also reflects, 
however, an increase in the Company's loss experience in recent years, the      
financial instability of certain underwriters and the recognition of            
underinsured marine losses for Zapata Gulf marine insurance programs. Although  
management believes that the Company's loss experience and current insurance    
costs are comparable to those of other marine service companies, the Company    
has added and expanded vessel safety programs since April 1992 in an effort to  
control future insurance costs. No assurance is given that the programs         
initiated by the Company will succeed or that capacity in the insurance         
industry will increase sufficiently to control rising insurance costs. However, 
management believes that the Company currently is adequately insured and will   
continue to be able to obtain adequate coverage at competitive rates for the    
foreseeable future.                                                             

AGE OF FLEET                                                                    

Because of over capacity within the industry on a worldwide basis, there has
been no significant new vessel construction since 1983. Currently, the average  
age of the Company's vessel fleet is approximately 17 years, and the average    
age of the Company's towing-supply and supply vessels is approximately 15       
years. Because repair and maintenance costs increase as vessels age, they have  
an estimated economic life ranging from 15 years for the Company's smaller      
vessels to approximately 25 years for its towing-supply and supply vessels.     
There can be no assurance that the Company will be able to maintain the size of 
its fleet through extending the economic life of existing vessels, acquiring    
used vessels or, unless day rates increase substantially, through new vessel    
construction.                                                                   

FOREIGN OWNERSHIP LIMITATION                                                    

Under the Merchant Marine Act of 1920, in the event that persons other than 
U.S. citizens should in the aggregate own in excess of 25% of the Company's     
outstanding stock, the Company's U.S. flag vessels                              

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would lose the privilege of engaging in the transportation of merchandise in    
U.S. coastwise trade. To assure the Company's continued ability to engage in    
U.S. coastwise trade, the Company's Restated Certificate of Incorporation       
contains provisions designed to assure that not more than 24% of the            
outstanding shares of Common Stock are owned by persons who are not U.S.        
citizens. The Restated Certificate provides that any transfer or purported      
transfer of shares of Common Stock that would result in the ownership by        
persons who are not U.S. citizens of more than 24% of the then outstanding      
shares of Common Stock will not be effective against the Company, and the       
Company has the power to deny voting and dividend rights with respect to such   
shares. Based on information supplied to the Company by its transfer agent,     
approximately 10% of the Common Stock outstanding, including approximately 7.5% 
of the Common Stock outstanding owned by the Selling Stockholders, was owned by 
non-U.S. citizens at August 29, 1995; however, the Company cannot predict the   
percentage of the outstanding Common Stock that will be owned by non-U.S.       
citizens at the time offers or sales are made pursuant to this Prospectus.      

CURRENCY FLUCTUATIONS AND INFLATION                                             

Because of its significant foreign operations, the Company is exposed to    
currency fluctuations and exchange risks. To minimize the financial impact of   
these items the Company attempts to contract a majority of its services in      
United States dollars.                                                          

Day-to-day operating costs generally are affected by inflation. However,    
because the energy services industry requires specialized goods and services,   
general economic inflationary trends may not affect the Company's operating     
costs. The major impact on operating costs is the level of offshore exploration 
and development spending by energy exploration and production companies. As     
this spending increases, prices of goods and services used by the oil and gas   
industry and the energy services industry will increase. Future improvements in 
vessel day rates and compressor rental rates may buffer the Company from the    
inflationary effects on operating costs.                                        

SHARES ELIGIBLE FOR FUTURE SALE                                                 

Upon completion of the Offering, the Selling Stockholders will collectively 
be the beneficial owners of approximately 4.1% of the Company's outstanding     
Common Stock (3.7%, if the Underwriters' over-allotment options are exercised   
in full). The shares of Common Stock that will continue to be owned by the      
Selling Stockholders may be eligible for resale under Rule 144 or otherwise.    
The Selling Stockholders have agreed not to offer or sell any shares of Common  
Stock for a period of 90 days from the date of this Prospectus without the      
prior written consent of the representatives of the Underwriters. The           
eligibility for sale and the sale of shares of Common Stock by the Selling      
Stockholders, whether as part of a registered public offering, pursuant to an   
exemption or exemptions from Securities Act registration, or otherwise, could   
adversely affect the market price of the Common Stock.                          

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SELLING STOCKHOLDERS

The following table sets forth the number and percentage of shares of Common
Stock owned by each Selling Stockholder at August 29, 1995 and after giving     
effect to the Offering. The Company will not receive any proceeds from the sale 
of Common Stock by the Selling Stockholders.                                    

                                                                [Download Table]

                            BENEFICIAL OWNERSHIP           BENEFICIAL OWNERSHIP
                             PRIOR TO OFFERING   NUMBER OF    AFTER OFFERING   
                            -------------------- SHARES TO --------------------
                            NUMBER OF               BE     NUMBER OF           
           NAME              SHARES   PERCENTAGE SOLD(/1/)  SHARES   PERCENTAGE
           ----             --------- ---------- --------- --------- ----------
                                                                               
Corporate Partners,                                                            
 L.P.(/2/)(/3/)............ 3,394,683    6.4%    1,530,286 1,864,397    3.5%   
Corporate Offshore                                                             
 Partners, L.P.(/2/)(/3/)..   243,316    0.5%      109,685   133,631    0.3%   
The State Board of                                                             
 Administration                                                                
 of Florida(/2/)(/3/)......   355,000    0.7%      160,029   194,971    0.4%   
                            ---------    ---     --------- ---------    ---    
Total for the Corporate                                                        
 Partners Group(/2/)(/3/).. 3,992,999    7.5%    1,800,000 2,192,999    4.1%   
In care of Corporate                                                           
 Advisors, L.P.(/2/)                                                           
 One Rockefeller Plaza                                                         
 New York, NY 10020                                                            

--------                                                                        
(1) Assumes the Underwriters' over-allotment options are not exercised.         
(2) Lester Pollack, who is a director of the Company, is the Senior Managing    
Director of Corporate Advisors, L.P. ("Corporate Advisors") and is a    
Managing Director of Lazard Freres & Co. LLC ("Lazard"), which is one of
   the representatives of the Underwriters. See "Underwriting." A wholly-owned
   subsidiary of Lazard is the general partner of Corporate Advisors, which in
turn is the general partner of Corporate Partners, L.P. and Corporate   
Offshore Partners, L.P. Pursuant to an investment management agreement, 
  Corporate Advisors also manages certain investments on behalf of The State
   Board of Administration of Florida ("SBAF") (including SBAF's investment in
 the Company described above) and SBAF has appointed Corporate Advisors as
  SBAF's attorney-in-fact with respect to the shares of the Company's Common
Stock under investment management.                                      
(3) The table reflects shares held of record by these Selling Stockholders;     
 however, all of such shares may be deemed to be beneficially owned by the
  other members of the Corporate Partners Group because of the relationships
described in footnote (2).                                              

The shares of Common Stock offered hereby were issued to the Selling        
Stockholders in connection with the Company's merger with Zapata Gulf, and are  
being registered by the Company at the request of the Selling Stockholders. The 
Company will bear the expenses of the registration of the shares of Common      
Stock offered hereby, other than underwriting discount and commissions, the     
fees and expenses of counsel to the Selling Stockholders and all other out-of-  
pocket expenses of the Selling Stockholders. The expenses to be paid by the     
Company for the registration of the shares of Common Stock offered hereby are   
estimated at $110,000. The expenses to be paid by the Selling Stockholders are  
estimated at $50,000.                                                           

The Company has agreed to indemnify the Selling Stockholders against certain
liabilities under the Securities Act. Under certain stockholders' agreements    
entered into between the Company and the Selling Stockholders at the time of    
the Zapata Gulf merger, following the sale of shares of Common Stock offered    
hereby, the Selling Stockholders will not be entitled to any additional demand  
registrations but will be entitled to include shares of Common Stock owned by   
them in most registrations of Common Stock initiated by the Company.            

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UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting Agreement,
the Selling Stockholders have agreed to sell to each of the Underwriters named  
below (the "Underwriters"), for whom Lazard Freres & Co. LLC, Salomon Brothers  
Inc and Howard, Weil, Labouisse, Friedrichs Incorporated are acting as          
Representatives (the "Representatives"), and each of the Underwriters has       
severally agreed to purchase from the Selling Stockholders, the respective      
number of shares of Common Stock set forth opposite its name below:             

                                                                [Download Table]

                                                                       NUMBER OF
                             UNDERWRITERS                               SHARES  
                             ------------                              ---------
                                                                                
Lazard Freres & Co. LLC...............................................   600,000
Salomon Brothers Inc..................................................   600,000
Howard, Weil, Labouisse, Friedrichs Incorporated......................   600,000
                                                                       ---------
  Total............................................................... 1,800,000
                                                                       =========

In the Underwriting Agreement, the Underwriters have agreed, subject to the 
terms and conditions set forth therein, to purchase all shares of Common Stock  
offered hereby if any such shares are purchased. In the event of a default of   
any Underwriter, the Underwriting Agreement provides that, in certain           
circumstances, purchase commitments of the non-defaulting Underwriter may be    
increased or the Underwriting Agreement may be terminated. The Selling          
Stockholders have been advised by the Underwriters that they propose initially  
to offer such shares of Common Stock to the public at the public offering price 
set forth on the cover page of this Prospectus, and to certain dealers at such  
price, less a concession not in excess of $.53 per share of the Common Stock.   
The Underwriters may allow, and such dealers may reallow, a concession not in   
excess of $.10 per share of Common Stock to other dealers. After the Offering,  
the public offering price and such concessions may be changed.                  

The Selling Stockholders have granted to the Underwriters options,          
exercisable during the 30-day period after the date of this Prospectus, to      
purchase up to 200,000 additional shares of Common Stock (divided on a pro rata 
basis among the Selling Stockholders) at the same price per share as the        
initial 1,800,000 shares of Common Stock to be purchased by the Underwriters.   
The Underwriters may exercise such options to cover over-allotments in the sale 
of the shares of Common Stock. To the extent that the Underwriters exercise     
such options, each Underwriter will have a firm commitment, subject to certain  
conditions, to purchase the same proportion of the option shares of Common      
Stock as the number of such shares of Common Stock to be purchased and offered  
by such Underwriter as set forth in the above table bears to the total number   
of shares of Common Stock initially offered by the Underwriters hereby.         

The Company and the Selling Stockholders have agreed not to offer, sell,    
contract to sell, or otherwise dispose of, directly or indirectly, or announce  
the offering by the Company of, any shares of Common Stock, or any securities   
convertible into, or exchangeable for, shares of Common Stock, for a period of  
60 days, in the case of the Company, and 90 days, in the case of the Selling    
Stockholders, from the date of this Prospectus, except those offered hereby or  
issued by the Company pursuant to its existing benefit plans or existing stock  
option (including restricted stock) plans, the conversion of existing           
securities, or pursuant to the Company's Rights Agreement without the prior     
written consent of the Representatives. In addition, the Company may issue      
shares of Common Stock in connection with an acquisition or merger after a 30   
day period from the date of this Prospectus, although the Company currently has 
no agreements or understandings for any such transactions.                      

The Underwriting Agreement provides that the Company (and the Selling       
Stockholders, with respect to information provided by them) will indemnify the  
several Underwriters against certain liabilities, including liabilities under   
the Securities Act, or contribute to payments the Underwriters may be required  
to make in respect thereof.                                                     

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LEGAL MATTERS 

Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., New Orleans, 
Louisiana, will render an opinion that under the General Corporation Law of     
Delaware the shares of Common Stock offered hereby have been duly authorized    
and validly issued and are fully paid and nonassessable.                        

 Cliffe F. Laborde, General Counsel of the Company, and Jones Walker will pass
upon certain legal matters for the Company, Vinson & Elkins L.L.P. will pass    
upon certain legal matters for the Underwriters and Cravath, Swaine & Moore     
will pass upon certain legal matters for the Selling Stockholders. Mr. Laborde  
beneficially owns approximately 56,509 shares of Common Stock.                  

EXPERTS 

The consolidated financial statements and schedule of Tidewater Inc. and    
subsidiaries as of March 31, 1995 and 1994 and for each of the years in the     
three-year period ended March 31, 1995, incorporated by reference herein and in 
the Registration Statement, have been incorporated by reference herein in       
reliance upon the report of KPMG Peat Marwick LLP, independent certified public 
accountants, incorporated by reference herein, and upon the authority of such   
firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP 
covering the March 31, 1995 consolidated financial statements refers to a       
change in the method of accounting for postretirement benefits other than       
pensions in fiscal year 1993.                                                   

 With respect to the unaudited interim financial information of Tidewater Inc.
and subsidiaries for the periods ended June 30, 1995 and 1994, incorporated by  
reference herein, the independent certified public accountants have reported    
that they applied limited procedures in accordance with professional standards  
for a review of such information. However, their separate report included in    
the June 30, 1995 Form 10-Q and incorporated by reference herein states that    
they did not audit and they do not express an opinion on that interim financial 
information. Accordingly, the degree of reliance on their report on such        
information should be restricted in light of the limited nature of the review   
procedures applied. The accountants are not subject to the liability provisions 
of Section 11 of the Securities Act of 1933 for their report on the unaudited   
interim financial information because this report is not a "report" or a "part" 
of the Registration Statement on Form S-3 prepared or certified by the          
accountants within the meaning of Sections 7 and 11 of the Securities Act.      

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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY         
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY      
REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR         
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE         
COMPANY, THE SELLING STOCKHOLDERS OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT  
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE    
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS       
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS  
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE   
ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME           
SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS   
OF THE COMPANY SINCE SUCH DATE.                                                 

----------------  

TABLE OF CONTENTS 

                                                                [Download Table]

                                                                            PAGE
                                                                            ----
                                                                                
Available Information......................................................   2 
Incorporation of Certain Documents by Reference............................   2 
Prospectus Summary.........................................................   3 
Risk Factors...............................................................   6 
Selling Stockholders.......................................................   8 
Underwriting...............................................................   9 
Legal Matters..............................................................  10 
Experts....................................................................  10 

--------------------------------------------------------------------------------
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--------------------------------------------------------------------------------

1,800,000 SHARES

LOGO
[LOGO OF TIDEWATER INC.]

TIDEWATER INC.

COMMON STOCK

----------------  
PROSPECTUS
----------------  

LAZARD FRERES & CO. LLC 

SALOMON BROTHERS INC

HOWARD, WEIL, 
LABOUISSE, FRIEDRICHS 
INCORPORATED

SEPTEMBER 7, 1995 

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘424B1’ Filing	Date	First	Last	Other Filings

	9/12/95	1
Filed on:	9/8/95
	9/7/95	1	11
	9/6/95	1
	8/29/95	4	8
	7/20/95	4		DEF 14A
	6/30/95	2	10	10-Q
	4/1/95	5
	3/31/95	2	10	10-K405
	10/1/94	5
	6/30/94	5	10	10-Q
	3/31/94	5	10	10-K
	5/24/93	2
	3/31/93	5
	3/31/92	5
				List all Filings

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Filing Submission 0000899243-95-000597 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Tidewater Inc – ‘424B1’ on 9/8/95

As of: Friday, 9/8/95 · Accession #: 899243-95-597 · File #: 33-62349

Prospectus — Rule 424(b)(1)Filing Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Prospectus — Rule 424(b)(1)
Filing Table of Contents