0001013594-05-000196.txt : 20120625
0001013594-05-000196.hdr.sgml : 20120625
20050411172752
ACCESSION NUMBER: 0001013594-05-000196
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050411
DATE AS OF CHANGE: 20050411
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: HORIZON OFFSHORE INC
CENTRAL INDEX KEY: 0001051431
STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389]
IRS NUMBER: 760487309
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-53849
FILM NUMBER: 05744750
BUSINESS ADDRESS:
STREET 1: HORIZON OFFSHORE INC
STREET 2: 2500 CITY WEST BLVD., STE. 2200
CITY: HOUSTON
STATE: TX
ZIP: 77042
BUSINESS PHONE: 7133612600
MAIL ADDRESS:
STREET 1: HORIZON OFFSHORE INC
STREET 2: 2500 CITY WEST BLVD., STE. 2200
CITY: HOUSTON
STATE: TX
ZIP: 77042
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES LP
CENTRAL INDEX KEY: 0000904495
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
IRS NUMBER: 222140975
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 712 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2125062999
MAIL ADDRESS:
STREET 1: ELLIOTT ASSOCIATES LP
STREET 2: 712 5TH AVE
CITY: NEW YORK
STATE: NY
ZIP: 10019
SC 13D
1
horizon13d-041105.txt
APRIL 11, 2005
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. ___)*
Horizon Offshore, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
44043J105
(CUSIP Number)
Stephen M. Schultz, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 31, 2005
(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 the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[x].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott Associates, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 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
14,307,772
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
14,307,772
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,307,772
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott International, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8 SHARED VOTING POWER
9,636,002
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
9,636,002
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,636,002
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott International Capital Advisors Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 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
0
8 SHARED VOTING POWER
9,636,002
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
9,636,002
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,636,002
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. Security and Issuer.
This statement relates to the common stock, $1.00 par value (the "Common
Stock"), of Horizon Offshore, Inc. (the "Issuer"). The Issuer's principal
executive office is located at 2500 CityWest Boulevard, Suite 2200 Houston,
Texas 77042.
ITEM 2. Identity and Background.
(a)-(c) This statement is being filed by Elliott Associates, L.P., a
Delaware limited partnership, and its wholly-owned subsidiaries (collectively,
"Elliott"), Elliott International, L.P., a Cayman Islands limited partnership
("Elliott International"), and Elliott International Capital Advisors Inc., a
Delaware corporation ("EICA" and collectively with Elliott and Elliott
International, the "Reporting Persons"). Paul E. Singer ("Singer") and Elliott
Capital Advisors, L.P., a Delaware limited partnership ("Capital Advisors"),
which is controlled by Singer, are the general partners of Elliott. Hambledon,
Inc., a Cayman Islands corporation ("Hambledon"), which is also controlled by
Singer, is the sole general partner of Elliott International. EICA is the
investment manager for Elliott International. EICA expressly disclaims equitable
ownership of and pecuniary interest in any shares of Common Stock.
ELLIOTT
The business address of Elliott is 712 Fifth Avenue, 36th Floor, New York,
New York 10019.
The principal business of Elliott is to purchase, sell, trade and invest in
securities.
SINGER
Singer's business address is 712 Fifth Avenue, 36th Floor, New York, New
York 10019.
CAPITAL ADVISORS
The business address of Capital Advisors is 712 Fifth Avenue, 36th Floor,
New York, New York 10019.
The principal business of Capital Advisors is the furnishing of investment
advisory services.
The names, business addresses, and present principal occupation or
employment of the general partners of Capital Advisors are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of
36th Floor Elliott and
New York, New York Capital Advisors
10019 and President of
EICA
Braxton 712 Fifth Avenue The principal
Associates, Inc. 36th Floor business of
New York, New York Braxton
10019 Associates, Inc.
is serving as
general partner of
Capital Advisors
Elliott Asset 712 Fifth Avenue General partner of
Management LLC 36th Floor Capital Advisors
New York, New York
10019
The name, business address, and present principal occupation or employment
of the sole director and executive officer of Braxton Associates, Inc. are as
follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of
36th Floor Elliott and
New York, New York Capital Advisors
10019 and President of
EICA
ELLIOTT INTERNATIONAL
The business address of Elliott International is c/o Midland Bank Trust
Corporation (Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman, Cayman
Islands.
The principal business of Elliott International is to purchase, sell, trade
and invest in securities.
The name, business address, and present principal occupation or employment
of the general partner of Elliott International is as follows:
NAME ADDRESS OCCUPATION
Hambledon, Inc. c/o Midland Bank General partner of
Trust Corporation Elliott
(Cayman) Limited International
P.O. box 1109
Mary Street
Grand Cayman
Cayman Islands
HAMBLEDON
The name, business address, and present principal occupation or employment
of the sole director and executive officer of Hambledon are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of
36th Floor Elliott and
New York, New York Capital Advisors
10019 and President of
EICA
EICA
The business address of EICA is 712 Fifth Avenue, 36th Floor, New York, New
York 10019.
The principal business of EICA is to act as investment manager for Elliott
International.
The name, business address, and present principal occupation or employment
of the sole director and executive officer of EICA is as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue General partner of
36th Floor Elliott and
New York, New York Capital Advisors
10019 and President of
EICA
(d) and (e) During the last five years, none of the persons or entities
listed above or, to the knowledge of such persons or entities, has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) a party to a civil proceeding of a judicial or
administrative body of 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 prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Mr. Singer is a citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration.
The funds used by Elliott in acquiring the shares of Common Stock
beneficially owned by it were from its working capital. Elliott acquired the
shares of Common Stock in exchange for (a) Elliott's delivery to the Issuer of
existing securities of the Issuer that had been beneficially owned by Elliott,
(b) as partial consideration for Elliott extending additional financing to the
Issuer, and (c) as partial consideration for Elliott agreeing to amend the terms
of existing indebtedness in favor of Elliott.
The funds used by Elliott International in acquiring the shares of Common
Stock beneficially owned by it were from its working capital. Elliott
International acquired the shares of Common Stock in exchange for (a) Elliott
International's delivery to the Issuer of existing securities of the Issuer that
had been beneficially owned by Elliott International, and (b) as partial
consideration for Elliott International agreeing to amend the terms of existing
indebtedness in favor of Elliott International.
ITEM 4. Purpose of Transaction.
Each of Elliott and Elliott International acquired the Common Stock
beneficially owned by it in the ordinary course of its trade or business of
purchasing, selling, trading and investing in securities. EICA has acted as
investment manager with respect to Elliott International's acquisition of
beneficial ownership of Common Stock.
Depending upon market conditions and other factors that it may deem
material, each of Elliott and Elliott International may acquire additional
shares of Common Stock or other securities of the Issuer or may dispose of all
or a portion of the Common Stock or other securities of the Issuer that it now
beneficially owns or hereafter acquires. Elliott and Elliott International may
each take any other action with respect to the Issuer or any of its debt or
equity securities in any manner permitted by law.
Elliott Associates, Elliott International, the Issuer, certain subsidiaries
and affiliates of the Issuer, and certain other holders of each of the 16%
Subordinated Notes and 18% Subordinated Notes issued by the Issuer
(collectively, the "Subordinated Notes"), entered into two separate agreements
dated as of March 31, 2005. The two agreements are described below.
Manchester Securities Corp. ("Manchester"), a New York corporation and
wholly owned subsidiary of Elliott Associates, as Collateral Agent,
Administrative Agent, Master Assignee and a Lender, entered into a certain
Financing Agreement dated as of March 31, 2005 with the Issuer, certain
guarantors of the Issuer, and certain holders of the Subordinated Notes
identified as Lenders therein. Pursuant to the Financing Agreement, the Lenders
agreed to issue two separate senior secured loan facilities, a Term A Loan for
an aggregate amount of up to $30,000,000, and a Term B Loan for an aggregate
amount of up to $40,000,000. Each Lender was committed to advance amounts on a
pro rata basis pursuant to the terms of the Financing Agreement. The Term A Loan
bears interest at 15% per annum, payable monthly 10% in cash and 5%
paid-in-kind, requires a monthly principal payment of $500,000 beginning in July
2005 and matures on March 31, 2007. The Term B Loan bears interest at 10% per
annum, payable monthly 8% in cash and 2% paid-in-kind, and matures on March 31,
2007. The purpose of the loans is to allow the Issuer to repay certain of its
debt obligations that became due in March 2005 with the remaining proceeds to be
used for working capital purposes.
The Issuer also entered into a Recapitalization Letter Agreement dated as
of March 31, 2005 ("Recapitalization Agreement"), with Elliott Associates,
Elliott International and the other Subordinated Note holders identified
therein, pursuant to which the Issuer agreed to issue an aggregate of 60 million
shares of Common Stock and shares of a newly created class of preferred stock,
the Series B Mandatorily Convertible Redeemable Preferred Stock ("New Preferred
Stock"), for approximately $85 million of Subordinated Notes and all of the
outstanding shares of Series A Redeemable Participating Preferred Stock. Upon
the occurrence of the Charter Amendment (as discussed below), all the shares of
New Preferred Stock shall automatically convert into shares of Common Stock;
provided, however, if the Charter Amendment occurs prior to the date which is
six months and one day from and after the date of the original issuance of the
New Preferred Stock ( the "Six Month Anniversary Date"), no conversion will
occur until the Six Month Anniversary Date.
Pursuant to the Recapitalization Agreement, Elliott Associates is to
receive 14,307,772 shares of Common Stock and 238,463 shares of New Preferred
Stock.
Pursuant to the Recapitalization Agreement, Elliott International is to
receive 9,636,002 shares of Common Stock, and 160,600 shares of New Preferred
Stock.
In exchange for the equity to be received under the Recapitalization
Agreement, the Subordinated Note holders identified therein also agreed to amend
the terms of the remaining principal amount of the Subordinated Notes that is
outstanding following the exchange pursuant to the Recapitalization Agreement by
extending the maturity of the Subordinated Notes to March 2010 and reducing the
interest rate to 8% per annum payable in-kind.
Pursuant to the Recapitalization Agreement, the Issuer seeks to amend its
Certificate of Incorporation (the "Charter Amendment") to increase the number of
shares of Common Stock that the Issuer is authorized to issue and reduce or
eliminate the par value per share of the Common Stock as deemed necessary by the
Issuer and Manchester in connection with the Recapitalization Agreement. The
Subordinated Note holders identified in the Recapitalization Agreement agreed to
vote in favor of the Charter Amendment at the meeting of the Issuer's
stockholders called for such purpose. Neither the preceding sentence nor
anything else set forth in this Schedule 13D shall be deemed an admission that
the persons or entities identified in Item 2 of this Schedule 13D have agreed to
form a group with any of the other Subordinated Note holders under Rule 13d-1
promulgated under the Securities Exchange Act of 1934, as amended.
For further details regarding the Financing Agreement and Recapitalization
Agreement, please see the Issuer's Form 8K that was filed on April 5, 2005 with
the Securities and Exchange Commission.
Except as set forth herein, none of Elliott, Elliott International or EICA
has any plans or proposals which relate to or would result in any of the actions
set forth in subparagraphs (a) through (j) of Item 4.
ITEM 5. Interest in Securities of the Issuer.
(a) Elliott beneficially owns 14,307,772 shares of Common Stock,
constituting 15.5% of all of the outstanding shares of Common Stock.
Elliott International and EICA beneficially own an aggregate of 9,636,002
shares of Common Stock, constituting 10.4% of all of the outstanding shares of
Common Stock.
Collectively, Elliott, Elliott International and EICA beneficially own
23,943,774 shares of Common Stock constituting 26.0% of all of the outstanding
shares of Common Stock.
(b) Elliott has the power to vote or direct the vote of, and to dispose or
direct the disposition of, the shares of Common Stock beneficially owned by it.
Elliott International has the shared power with EICA to vote or direct the
vote of, and to dispose or direct the disposition of, the shares of Common Stock
owned by Elliott International. Information regarding each of Elliott
International and EICA is set forth in Item 2 of this Schedule 13D and is
expressly incorporated by reference herein.
(c) Except as disclosed in Item 4, no transactions were effected by any of
the Reporting Persons during the past sixty (60) days.
(d) No person other than Elliott has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock beneficially owned by Elliott.
No person other than Elliott International and EICA has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned by Elliott
International and EICA.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Financing Agreement and Recapitalization Letter Agreement, each dated as of
March 31, 2005 (filed with the Issuer's 8K filed on April 5, 2005 with the
Securities and Exchange Commission).
ITEM 7. Material to be Filed as Exhibits.
Exhibit A - Joint Filing Agreement
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned each certifies that the information with respect to it set forth in
this statement is true, complete and correct.
Dated: April 11, 2005
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
By: /s/ Elliot Greenberg
--------------------
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
By: /s/ Elliot Greenberg
--------------------
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
By: /s/ Elliot Greenberg
--------------------
Elliot Greenberg
Vice President
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the common stock of Horizon Offshore, Inc. dated April 11, 2005 is,
and any further amendments thereto signed by each of the undersigned shall be,
filed on behalf of each of the undersigned pursuant to and in accordance with
the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended.
Dated: April 11, 2005
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
By: /s/ Elliot Greenberg
--------------------
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
By: /s/ Elliot Greenberg
--------------------
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
By: /s/ Elliot Greenberg
--------------------
Elliot Greenberg
Vice President